{"id":41060,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-amazon-com-inc-and-bank-of-new-york.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-amazon-com-inc-and-bank-of-new-york","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-amazon-com-inc-and-bank-of-new-york.html","title":{"rendered":"Indenture &#8211; Amazon.com Inc. and Bank of New York"},"content":{"rendered":"<pre>\n                                TABLE OF CONTENTS\n\n<caption>\n                                                                                                               PAGE\n                                                                                                               ----\n     \n   Section 15.1   Right to Convert...............................................................................40\n   Section 15.2   Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;\n                  No Adjustment for Interest or Dividends........................................................41\n   Section 15.3   Cash Payments in Lieu of Fractional Shares.....................................................42\n   Section 15.4   Conversion Price...............................................................................42\n   Section 15.5   Reset of Conversion Price......................................................................42\n   Section 15.6   Adjustment of Conversion Price.................................................................43\n   Section 15.7   Effect of Reclassification, Consolidation, Merger or Sale......................................48\n   Section 15.8   Withdrawal of Conversion Rights................................................................49\n   Section 15.9   Taxes on Shares Issued.........................................................................50\n   Section 15.10  Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental\n                  Requirements; Listing of Common Stock..........................................................50\n   Section 15.11  Responsibility of Trustee......................................................................50\n   Section 15.12  Notice to Holders Prior to Certain Actions.....................................................51\nARTICLE XVI    MISCELLANEOUS PROVISIONS..........................................................................51\n   Section 16.1   Provisions Binding on Company's Successors.....................................................51\n   Section 16.2   Official Acts by Successor Corporation.........................................................52\n   Section 16.3   Addresses for Notices, Etc.....................................................................52\n   Section 16.4   Governing Law..................................................................................52\n   Section 16.5   Evidence of Compliance with Conditions Precedent; Certificates to Trustee......................52\n   Section 16.6   Legal Holidays.................................................................................52\n   Section 16.7   Trust Indenture Act............................................................................52\n   Section 16.8   No Security Interest Created...................................................................53\n   Section 16.9   Benefits of Indenture..........................................................................53\n   Section 16.10  Table of Contents, Headings, Etc...............................................................53\n   Section 16.11  Authenticating Agent...........................................................................53\n   Section 16.12  Execution in Counterparts......................................................................54\n\n\n\n                                    INDENTURE\n\n     INDENTURE, dated as of February 16, 2000, between Amazon.com, Inc., a\nDelaware corporation (hereinafter sometimes called the \"Company,\" as more fully\nset forth in Section 1.1), and The Bank of New York, a New York banking\ncorporation, as trustee hereunder (hereinafter sometimes called the \"Trustee,\"\nas more fully set forth in Section 1.1).\n\n                                   WITNESSETH:\n\n     WHEREAS, for its lawful corporate purposes, the Company has duly authorized\nthe issue of its 6.875% Convertible Subordinated Notes due 2010 (hereinafter\nsometimes called the \"Notes\"), in an aggregate principal amount not to exceed\nE690,000,000 and, to provide the terms and conditions upon which the Notes\nare to be authenticated, issued and delivered, the Company has duly authorized\nthe execution and delivery of this Indenture; and\n\n     WHEREAS, the Notes, the certificate of authentication to be borne by the\nNotes, a form of assignment, a form of option to elect repayment upon a\nFundamental Change, and a form of conversion notice to be borne by the Notes are\nto be substantially in the forms hereinafter provided for; and\n\n     WHEREAS, all acts and things necessary to make the Notes, when executed by\nthe Company and authenticated and delivered by the Trustee or a duly authorized\nauthenticating agent, as in this Indenture provided, the valid, binding and\nlegal obligations of the Company, and to constitute these presents a valid\nagreement according to its terms, have been done and performed, and the\nexecution of this Indenture and the issue hereunder of the Notes have in all\nrespects been duly authorized.\n\n     NOW, THEREFORE, THIS INDENTURE WITNESSETH:\n\n     That in order to declare the terms and conditions upon which the Notes are,\nand are to be, authenticated, issued and delivered, and in consideration of the\npremises and of the purchase and acceptance of the Notes by the holders thereof,\nthe Company covenants and agrees with the Trustee for the equal and\nproportionate benefit of the respective holders from time to time of the Notes\n(except as otherwise provided below), as follows:\n\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n     SECTION 1.1 DEFINITIONS. The terms defined in this Section 1.1 (except as\nherein otherwise expressly provided or unless the context otherwise requires)\nfor all purposes of this Indenture and of any indenture supplemental hereto\nshall have the respective meanings specified in this Section 1.1. All other\nterms used in this Indenture that are defined in the Trust Indenture Act or\nwhich are by reference therein defined in the Securities Act (except as herein\notherwise expressly provided or unless the context otherwise requires) shall\nhave the meanings assigned to such terms in said Trust Indenture Act and in said\nSecurities Act as in force at the date of the execution of this Indenture. The\nwords \"herein,\" \"hereof,\" \"hereunder,\" and words of similar import refer to this\nIndenture as a whole and not to any particular Article, Section or other\nSubdivision. The terms defined in this Article include the plural as well as the\nsingular.\n\n          AFFILIATE: The term \"Affiliate\" of any specified Person shall mean any\nother Person directly or indirectly controlling or controlled by or under direct\nor indirect common control with such specified Person. For the purposes of this\ndefinition, \"control,\" when used with respect to any specified Person means the\npower to direct or cause the direction of the management and policies of such\nPerson, directly or indirectly, whether through the ownership of voting\nsecurities, by contract or otherwise; and the terms \"controlling\" and\n\"controlled\" have meanings correlative to the foregoing.\n\n   2\n          BOARD OF DIRECTORS: The term \"Board of Directors\" shall mean the Board\nof Directors of the Company or a committee of such Board duly authorized to act\nfor it hereunder.\n\n          BUSINESS DAY: The term \"Business Day\" shall mean each Monday, Tuesday,\nWednesday, Thursday and Friday which is not a day on which the banking\ninstitutions in The City of New York or the city in which the Corporate Trust\nOffice is located are authorized or obligated by law or executive order to close\nor be closed.\n\n          CLOSING PRICE: The term \"Closing Price\" shall have the meaning\nspecified in Section 15.6(h)(1).\n\n          COMMISSION:  The term \"Commission\" shall mean the Securities and\nExchange Commission.\n\n          COMMON STOCK: The term \"Common Stock\" shall mean any stock of any\nclass of the Company which has no preference in respect of dividends or of\namounts payable in the event of any voluntary or involuntary liquidation,\ndissolution or winding up of the Company and which is not subject to redemption\nby the Company. Subject to the provisions of Section 15.7, however, shares\nissuable on conversion of Notes shall include only shares of the class\ndesignated as common stock of the Company at the date of this Indenture or\nshares of any class or classes resulting from any reclassification or\nreclassifications thereof and which have no preference in respect of dividends\nor of amounts payable in the event of any voluntary or involuntary liquidation,\ndissolution or winding up of the Company and which are not subject to redemption\nby the Company; provided that if at any time there shall be more than one such\nresulting class, the shares of each such class then so issuable shall be\nsubstantially in the proportion which the total number of shares of such class\nresulting from all such reclassifications bears to the total number of shares of\nall such classes resulting from all such reclassifications.\n\n          COMPANY: The term \"Company\" shall mean Amazon.com, Inc., a Delaware\ncorporation, having its principal office at 1200 12th Avenue SE, Seattle,\nWashington 98144 and, subject to the provisions of Article XII, shall include\nits successors and assigns.\n\n          CONVERSION PRICE: The term \"Conversion Price\" shall have the meaning\nspecified in Section 15.4.\n\n          CORPORATE TRUST OFFICE: The term \"Corporate Trust Office\" or other\nsimilar term, shall mean the principal office of the Trustee at which at any\nparticular time its corporate trust business shall be principally administered,\nwhich office is, at the date as of which this Indenture is dated, located at 101\nBarclay Street, 21st Floor West, New York, New York 10286, Attention: Corporate\nTrust Administration (Amazon.com, Inc. 6.875% Convertible Subordinated Notes due\n2010).\n\n          CURRENT MARKET PRICE: The term \"Current Market Price\" shall have the\nmeaning specified in Section 15.6(h)(2).\n\n          CUSTODIAN: The term \"Custodian\" shall mean The Bank of New York, as\ncustodian with respect to the Notes in global form, or any successor entity\nthereto.\n\n          DEFAULT: The term \"default\" shall mean any event that is, or after\nnotice or passage of time, or both, would be, an Event of Default.\n\n          DEFAULTED INTEREST: The term \"Defaulted Interest\" shall have the\nmeaning specified in Section 2.3.\n\n          DEPOSITARY: The term \"Depositary\" shall mean, with respect to the\nNotes issuable or issued in whole or in part in global form, the Person\nspecified in Section 2.5(c) as the Depositary with respect to such Notes, until\na successor shall have been appointed and become such pursuant to the applicable\nprovisions of this Indenture, and thereafter, \"Depositary\" shall mean or include\nsuch successor.\n\n          DESIGNATED SENIOR INDEBTEDNESS: The term \"Designated Senior\nIndebtedness\" shall mean any Senior Indebtedness in which the instrument\ncreating or evidencing the same or the assumption or guarantee \n\n                                       2\n   3\nthereof (or related agreements or documents to which the Company is a party)\nexpressly provides that such Senior Indebtedness shall be \"Designated Senior\nIndebtedness\" for purposes of this Indenture (provided that such instrument,\nagreement or other document may place limitations and conditions on the right of\nsuch Senior Indebtedness to exercise the rights of Designated Senior\nIndebtedness). If any payment made to any holder of any Designated Senior\nIndebtedness or its Representative with respect to such Designated Senior\nIndebtedness is rescinded or must otherwise be returned by such holder or\nRepresentative upon the insolvency, bankruptcy or reorganization of the Company\nor otherwise, the reinstated Indebtedness of the Company arising as a result of\nsuch rescission or return shall constitute Designated Senior Indebtedness\neffective as of the date of such recission or return.\n\n          EVENT OF DEFAULT: The term \"Event of Default\" shall mean any event\nspecified in Section 7.1(a), (b), (c), (d) or (e).\n\n          EXCHANGE ACT: The term \"Exchange Act\" shall mean the Securities\nExchange Act of 1934, as amended, and the rules and regulations promulgated\nthereunder, as in effect from time to time.\n\n          FAIR MARKET VALUE : The term \"fair market value\" shall have the\nmeaning specified in Section 15.6(h)(3).\n\n          FUNDAMENTAL CHANGE: The term \"Fundamental Change\" shall mean the\noccurrence of any transaction or event in connection with which all or\nsubstantially all of the Common Stock shall be exchanged for, converted into,\nacquired for or constitute solely the right to receive consideration (whether by\nmeans of an exchange offer, liquidation, tender offer, consolidation, merger,\ncombination, reclassification, recapitalization or otherwise) which is not all\nor substantially all common stock listed (or, upon consummation of or\nimmediately following such transaction or event, which will be listed) on a\nUnited States national securities exchange (or approved or, upon consummation of\nor immediately following such transaction or event, which will be approved) for\nquotation on the Nasdaq National Market or any similar United States system of\nautomated dissemination of quotations of securities prices.\n\n          GLOBAL NOTE: The term \"Global Note\" shall have the meaning set forth\nin Section 2.5(b).\n\n          INDEBTEDNESS: The term \"Indebtedness\" shall mean, with respect to any\nPerson, and without duplication, (a) all indebtedness, obligations and other\nliabilities (contingent or otherwise) of such Person for borrowed money\n(including obligations of the Company in respect of overdrafts, foreign exchange\ncontracts, currency exchange agreements, interest rate protection agreements,\nand any loans or advances from banks, whether or not evidenced by notes or\nsimilar instruments, and all commitment, standby and other fees due and payable\nto financial institutions with respect to credit facilities available to such\nPerson) or evidenced by bonds, debentures, notes or similar instruments (whether\nor not the recourse of the lender is to the whole of the assets of such Person\nor to only a portion thereof), other than any account payable or other accrued\ncurrent liability or obligation incurred in the ordinary course of business in\nconnection with the obtaining of materials or services; (b) all reimbursement\nobligations and other liabilities (contingent or otherwise) of such Person with\nrespect to letters of credit, bank guarantees or bankers' acceptances; (c) all\nobligations and liabilities (contingent or otherwise) in respect of leases of\nreal or personal property or other assets of such Person required, in conformity\nwith generally accepted accounting principles, to be accounted for as\ncapitalized lease obligations on the balance sheet of such Person and all\nobligations and other liabilities (contingent or otherwise) under any lease or\nrelated document (including a purchase agreement) in connection with the lease\nof real property which provides that such Person is contractually obligated to\npurchase or cause a third party to purchase the leased property and thereby\nguarantee a minimum residual value of the leased property to the lessor and the\nobligations of such Person under such lease or related document to purchase or\nto cause a third party to purchase such leased property; (d) all obligations of\nsuch Person (contingent or otherwise) with respect to an interest rate or other\nswap, cap or collar agreement or other similar instrument or agreement or\nforeign currency hedge, exchange, purchase or similar instrument or agreement;\n(e) all direct or indirect guaranties or similar agreements by such Person in\nrespect of, and obligations or liabilities (contingent or otherwise) of such\nPerson to purchase or otherwise acquire or otherwise assure a creditor against\nloss in respect of, indebtedness, obligations or liabilities of another Person\nof the kind described in clauses (a) through (d); (f) any\n\n                                       3\n   4\nindebtedness or other obligations described in clauses (a) through (e) secured\nby any mortgage, pledge, lien or other encumbrance existing on property which is\nowned or held by such Person, regardless of whether the indebtedness or other\nobligation secured thereby shall have been assumed by such Person; and (g) any\nand all deferrals, renewals, extensions and refundings of, or amendments,\nmodifications or supplements to, any indebtedness, obligation or liability of\nthe kind described in clauses (a) through (f).\n\n          INDENTURE: The term \"Indenture\" shall mean this instrument as\noriginally executed or, if amended or supplemented as herein provided, as so\namended or supplemented.\n\n          NOTE or NOTES: The term \"Note\" or \"Notes\" shall mean any Note or\nNotes, as the case may be, authenticated and delivered under this Indenture,\nincluding the Global Note.\n\n          NOTE REGISTER: The term \"Note register\" shall have the meaning\nspecified in Section 2.5(a).\n\n          NOTEHOLDER or HOLDER: The terms \"Noteholder\" or \"holder\" as applied to\nany Note, or other similar terms (but excluding the term \"beneficial holder\"),\nshall mean any Person in whose name at the time a particular Note is registered\non the Notes registrar's books.\n\n          NOTICE DATE: The term \"Notice Date\" shall have the meaning specified\nin Section 15.8(b).\n\n          OFFICERS' CERTIFICATE: The term \"Officers' Certificate,\" when used\nwith respect to the Company, shall mean a certificate signed by both (a) the\nPresident, the Chief Executive Officer, Executive or Senior Vice President or\nany Vice President (whether or not designated by a number or number or words or\nwords added before or after the title \"Vice President\") and (b) the Treasurer or\nany Assistant Treasurer or the Secretary or any Assistant Secretary of the\nCompany.\n\n          OPINION OF COUNSEL: The term \"Opinion of Counsel\" shall mean an\nopinion in writing signed by legal counsel, who may be an employee of or counsel\nto the Company.\n\n          OPTIONAL REDEMPTION: The term \"Optional Redemption\" shall have the\nmeaning specified in Section 3.1.\n\n          OUTSTANDING: The term \"outstanding,\" when used with reference to\nNotes, shall, subject to the provisions of Section 9.4, mean, as of any\nparticular time, all Notes authenticated and delivered by the Trustee under this\nIndenture, except\n\n               (a)  Notes theretofore canceled by the Trustee or delivered to\nthe Trustee for cancellation;\n\n               (b)  Notes, or portions thereof, (i) for the redemption of which\nmonies in the necessary amount shall have been deposited in trust with the\nTrustee or with any paying agent (other than the Company) or (ii) which shall\nhave been otherwise defeased in accordance with Article XIII;\n\n               (c)  Notes in lieu of which, or in substitution for which, other\nNotes shall have been authenticated and delivered pursuant to the terms of\nSection 2.6; and\n\n               (d)  Notes converted into Common Stock pursuant to Article XV and\nNotes deemed not outstanding pursuant to Article III.\n\n          PAYMENT BLOCKAGE NOTICE: The term \"Payment Blockage Notice\" shall have\nthe meaning specified in Section 4.2.\n\n          PERSON: The term \"Person\" shall mean a corporation, an association, a\npartnership, a limited liability corporation, an individual, a joint venture, a\njoint stock company, a trust, an unincorporated organization or a government or\nan agency or a political subdivision thereof.\n\n                                       4\n   5\n          PREDECESSOR NOTE: The term \"Predecessor Note\" of any particular Note\nshall mean every previous Note evidencing all or a portion of the same debt as\nthat evidenced by such particular Note; and, for the purposes of this\ndefinition, any Note authenticated and delivered under Section 2.6 in lieu of a\nlost, destroyed or stolen Note shall be deemed to evidence the same debt as the\nlost, destroyed or stolen Note that it replaces.\n\n          RECORD DATE: The term \"Record Date\" shall have the meaning specified\nin Section 15.6(h)(4).\n\n          REPRESENTATIVE: The term \"Representative\" shall mean, when used with\nrespect to the Trustee, any officer within the corporate trust department of the\nTrustee, including any vice president, assistant vice president, assistant\nsecretary.\n\n          RESPONSIBLE OFFICER: The term \"Responsible Officer,\" when used with\nrespect to the Trustee, shall mean any officer within the corporate trust\ndepartment of the Trustee, including any vice president, assistant vice\npresident, assistant secretary, assistant treasurer, trust officer or any other\nofficer of the Trustee who customarily performs functions similar to those\nperformed by the Persons who at the time shall be such officers, respectively,\nor to whom any corporate trust matter is referred because of such person's\nknowledge of and familiarity with the particular subject and who shall have\ndirect responsibility for the administration of this Indenture.\n\n          SECURITIES ACT: The term \"Securities Act\" shall mean the Securities\nAct of 1933, as amended, and the rules and regulations promulgated thereunder.\n\n          SENIOR INDEBTEDNESS: The term \"Senior Indebtedness\" shall mean the\nprincipal of, premium, if any, interest (including all interest accruing\nsubsequent to the commencement of any bankruptcy or similar proceeding, whether\nor not a claim for post-petition interest is allowable as a claim in any such\nproceeding) and rent or termination payment payable on or in connection with,\nand all fees, costs, expenses and other amounts accrued or due on or in\nconnection with, Indebtedness of the Company, whether outstanding on the date of\nthis Indenture or thereafter created, incurred, assumed, guaranteed or in effect\nguaranteed by the Company (including all deferrals, renewals, extensions or\nrefundings of, or amendments, modifications or supplements to, the foregoing),\nunless in the case of any particular Indebtedness the instrument creating or\nevidencing the same or the assumption or guarantee thereof expressly provides\nthat such Indebtedness shall not be senior in right of payment to the Notes or\nexpressly provides that such Indebtedness is \"pari passu\" or \"junior\" to the\nNotes. Notwithstanding the foregoing, the term \"Senior Indebtedness\" shall not\ninclude any Indebtedness of the Company to any subsidiary of the Company, a\nmajority of the voting stock of which is owned, directly or indirectly, by the\nCompany. If any payment made to any holder of any Senior Indebtedness or its\nRepresentative with respect to such Senior Indebtedness is rescinded or must\notherwise be returned by such holder or Representative upon the insolvency,\nbankruptcy or reorganization of the Company or otherwise, the reinstated\nIndebtedness of the Company arising as a result of such rescission or return\nshall constitute Senior Indebtedness effective as of the date of such rescission\nor return.\n\n          SIGNIFICANT SUBSIDIARY: The term \"Significant Subsidiary\" shall mean,\nas of any date of determination, a Subsidiary of the Company that would\nconstitute a \"significant subsidiary\" as such term is defined under Rule 1-02 of\nRegulation S-X of the Commission.\n\n          SUBSIDIARY: The term \"Subsidiary\" shall mean, with respect to any\nPerson, (i) any corporation, association or other business entity of which more\nthan 50% of the total voting power of shares of capital stock entitled (without\nregard to the occurrence of any contingency) to vote in the election of\ndirectors, managers or trustees thereof is at the time owned or controlled,\ndirectly or indirectly, by such Person or one or more of the other subsidiaries\nof that Person (or a combination thereof) and (ii) any partnership (a) the sole\ngeneral partner or managing general partner of which is such Person or a\nsubsidiary of such Person or (b) the only general partners of which are such\nPerson or of one or more subsidiaries of such Person (or any combination\nthereof).\n\n          TRADING DAY: The term \"Trading Day\" shall have the meaning specified\nin Section 15.6(h)(5).\n\n          TRIGGER EVENT: The term \"Trigger Event\" shall have the meaning\nspecified in Section 15.6(d).\n\n                                       5\n   6\n          TRUST INDENTURE ACT: The term \"Trust Indenture Act\" shall mean the\nTrust Indenture Act of 1939, as amended, as it was in force at the date of\nexecution of this Indenture, except as provided in Sections 11.3 and 15.7;\nprovided, however, that, in the event the Trust Indenture Act of 1939 is amended\nafter the date hereof, the term \"Trust Indenture Act\" shall mean, to the extent\nrequired by such amendment, the Trust Indenture Act of 1939 as so amended.\n\n          TRUSTEE: The term \"Trustee\" shall mean The Bank of New York and its\nsuccessors and any corporation resulting from or surviving any consolidation or\nmerger to which it or its successors may be a party and any successor trustee at\nthe time serving as successor trustee hereunder.\n\n          UNDERWRITERS: The term \"Underwriters\" shall mean Morgan Stanley &amp; Co.\nInternational Limited, Credit Suisse First Boston (Europe) Limited and\nDonaldson, Lufkin &amp; Jenrette International.\n\n          WITHDRAWAL DATE: The term \"Withdrawal Date\" shall have the meaning\nspecified in Section 15.8(b).\n\n                                   ARTICLE II\n\nISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES\n\n     SECTION 2.1    DESIGNATION AMOUNT AND ISSUE OF NOTES. The Notes shall be\ndesignated as \"6.875% Convertible Subordinated Notes due 2010.\" Notes not to\nexceed the aggregate principal amount of E690,000,000 upon the execution of\nthis Indenture, or from time to time thereafter, may be executed by the Company\nand delivered to the Trustee for authentication, and the Trustee shall thereupon\nauthenticate and deliver said Notes to or upon the written order of the Company,\nsigned by its (a) Chief Executive Officer, President, Executive or Senior Vice\nPresident or any Vice President (whether or not designated by a number or\nnumbers or word or words added before or after the title \"Vice President\") and\n(b) Treasurer or Assistant Treasurer or its Secretary or any Assistant\nSecretary, without any further action by the Company hereunder.\n\n     SECTION 2.2    FORM OF NOTES. The Notes and the Trustee's certificate of\nauthentication to be borne by such Notes shall be substantially in the form set\nforth in Exhibit A, which is incorporated in and made a part of this Indenture.\n\n     Any of the Notes may have such letters, numbers or other marks of\nidentification (including applicable CUSIP\/ISIN Numbers) and such notations,\nlegends and endorsements as the officers executing the same may approve\n(execution thereof to be conclusive evidence of such approval) and as are not\ninconsistent with the provisions of this Indenture, or as may be required to\ncomply with any law or with any rule or regulation made pursuant thereto or with\nany rule or regulation of any securities exchange or automated quotation system\non which the Notes may be listed, or to conform to usage.\n\n     Any Note in global form shall represent such of the outstanding Notes as\nshall be specified therein and shall provide that it shall represent the\naggregate amount of outstanding Notes from time to time endorsed thereon and\nthat the aggregate amount of outstanding Notes represented thereby may from time\nto time be increased or reduced to reflect transfers or exchanges permitted\nhereby. Any endorsement of a Note in global form to reflect the amount of any\nincrease or decrease in the amount of outstanding Notes represented thereby\nshall be made by the Trustee or the Custodian, at the direction of the Trustee,\nin such manner and upon instructions given by the holder of such Notes in\naccordance with this Indenture. Payment of principal of and interest, on any\nNote in global form shall be made to the holder of such Note.\n\n     The terms and provisions contained in the form of Note attached as Exhibit\nA hereto shall constitute, and are hereby expressly made, a part of this\nIndenture and, to the extent applicable, the Company and the Trustee, by their\nexecution and delivery of this Indenture, expressly agree to such terms and\nprovisions and to be bound thereby.\n\n                                       6\n   7\n     SECTION 2.3    DATE AND DENOMINATION OF NOTES; PAYMENTS OF INTEREST. The\nNotes shall be issuable in registered form without coupons in denominations of\nE1,000 principal amount and integral multiples thereof. Every Note shall be\ndated the date of its authentication and shall bear interest from the applicable\ndate in each case as specified on the face of the form of Note attached as\nExhibit A hereto. Interest on the Notes shall be computed on the basis of a\n360-day year comprised of twelve (12) 30-day months.\n\n     The Person in whose name any Note (or its Predecessor Note) is registered\non the Note register at the close of business on any record date with respect to\nany interest payment date shall be entitled to receive the interest payable on\nsuch interest payment date, except (i) that the interest payable upon redemption\n(unless the date of redemption is an interest payment date) will be payable to\nthe Person to whom principal is payable and (ii) as set forth in the next\nsucceeding sentence. In the case of any Note (or portion thereof) which is\nconverted into Common Stock during the period from (but excluding) a record date\nto (but excluding) the next succeeding interest payment date either (i) if such\nNote (or portion thereof) has been called for redemption on a redemption date\nwhich occurs during such period, or is to be redeemed in connection with a\nFundamental Change on a Repurchase Date (as defined in Section 3.5) which occurs\nduring such period, the Company shall not be required to pay interest on such\ninterest payment date in respect of any such Note (or portion thereof) except to\nthe extent required to be paid upon redemption of such Note or portion thereof\npursuant to Section 3.3 or 3.5 hereof or (ii) if otherwise, any Note (or portion\nthereof) submitted for conversion during such period shall be accompanied by\nfunds equal to the interest payable on such succeeding interest payment date on\nthe principal amount so converted. In the case where the Company fixes the\nWithdrawal Date on a date during the period from (but excluding) a record date\nto (but excluding) the next succeeding interest payment date, the Company shall\nnot be required to pay interest on such interest payment except to the extent\nrequired to pay the Make-Whole Payment pursuant to Section 15.8(c). Interest\nshall be payable at the office of the Company maintained by the Company for such\npurposes in the Borough of Manhattan, The City of New York, which shall\ninitially be an office or agency of the Trustee and may, as the Company shall\nspecify to the paying agent in writing by each record date, be paid either (i)\nby check mailed to the address of the Person entitled thereto as it appears in\nthe Note register (provided that the holder of Notes with an aggregate principal\namount in excess of E10,000,000 shall, at the written election of such\nholder, be paid by wire transfer in immediately available funds) or (ii) by\ntransfer to an account maintained by such Person located in the United States;\nprovided, however, that payments to the Depositary will be made by wire transfer\nof immediately available funds to the account of the Depositary or its nominee.\nThe term \"record date\" with respect to any interest payment date shall mean\nFebruary 1 preceding the relevant February 16.\n\n     Any interest on any Note which is payable, but is not punctually paid or\nduly provided for, on any February __ (herein called \"Defaulted Interest\") shall\nforthwith cease to be payable to the Noteholder on the relevant record date by\nvirtue of his having been such Noteholder; and such Defaulted Interest shall be\npaid by the Company, at its election in each case, as provided in clause (1) or\n(2) below:\n\n          (1)  The Company may elect to make payment of any Defaulted Interest\nto the Persons in whose names the Notes (or their respective Predecessor Notes)\nare registered at the close of business on a special record date for the payment\nof such Defaulted Interest, which shall be fixed in the following manner. The\nCompany shall notify the Trustee in writing of the amount of Defaulted Interest\nto be paid on each Note and the date of the payment (which shall be not less\nthan twenty-five (25) days after the receipt by the Trustee of such notice,\nunless the Trustee shall consent in writing to an earlier date), and at the same\ntime the Company shall deposit with the Trustee an amount of money equal to the\naggregate amount to be paid in respect of such Defaulted Interest or shall make\narrangements satisfactory to the Trustee for such deposit prior to the date of\nthe proposed payment, such money when deposited to be held in trust for the\nbenefit of the Person entitled to such Defaulted Interest as in this clause\nprovided. Thereupon the Trustee shall fix a special record date for the payment\nof such Defaulted Interest which shall be not more than fifteen (15) days and\nnot less than ten (10) days prior to the date of the proposed payment, and not\nless than ten (10) days after actual receipt by a Responsible Officer of the\nTrustee of the notice of the proposed payment. The Trustee shall promptly notify\nthe Company of such special record date and, in the name and at the expense of\nthe Company, shall cause notice of the proposed payment of such Defaulted\nInterest and the special record date therefor to be mailed, first-class postage\nprepaid, to each Noteholder at his address as it appears in the Note register,\nnot less than ten (10) days prior to such special record date. Notice of the\nproposed payment of such Defaulted Interest and the special record date therefor\nhaving been so mailed, such\n\n                                       7\n   8\nDefaulted Interest shall be paid to the Persons in whose names the Notes (or\ntheir respective Predecessor Notes) were registered at the close of business on\nsuch special record date and shall no longer be payable pursuant to the\nfollowing clause (2) of this Section 2.3.\n\n          (2)  The Company may make payment of any Defaulted Interest in any\nother lawful manner not inconsistent with the requirements of any securities\nexchange or automated quotation system on which the Notes may be listed or\ndesignated for issuance, and upon such notice as may be required by such\nexchange or automated quotation system, if, after written notice given by the\nCompany to the Trustee of the proposed payment pursuant to this clause, such\nmanner of payment shall be practicable to the Trustee.\n\n     SECTION 2.4    EXECUTION OF NOTES. The Notes shall be signed in the name\nand on behalf of the Company by the manual or facsimile signature of its Chief\nExecutive Officer, President, any Executive or Senior Vice President or any Vice\nPresident (whether or not designated by a number or numbers or word or words\nadded before or after the title \"Vice President\") or Treasurer and attested by\nthe manual or facsimile signature of its Secretary or any of its Assistant\nSecretaries or its Finance Director or any of its Assistant Treasurers (which\nmay be printed, engraved or otherwise reproduced thereon, by facsimile or\notherwise). Only such Notes as shall bear thereon a certificate of\nauthentication substantially in the form set forth on the form of Note attached\nas Exhibit A hereto, manually executed by the Trustee (or an authenticating\nagent appointed by the Trustee as provided by Section 16.11), shall be entitled\nto the benefits of this Indenture or be valid or obligatory for any purpose.\nSuch certificate by the Trustee (or such an authenticating agent) upon any Note\nexecuted by the Company shall be conclusive evidence that the Note so\nauthenticated has been duly authenticated and delivered hereunder and that the\nholder is entitled to the benefits of this Indenture.\n\n     In case any officer of the Company who shall have signed any of the Notes\nshall cease to be such officer before the Notes so signed shall have been\nauthenticated and delivered by the Trustee, or disposed of by the Company, such\nNotes nevertheless may be authenticated and delivered or disposed of as though\nthe person who signed such Notes had not ceased to be such officer of the\nCompany; and any Note may be signed on behalf of the Company by such persons as,\nat the actual date of the execution of such Note, shall be the proper officers\nof the Company, although at the date of the execution of this Indenture any such\nperson was not such an officer.\n\n     SECTION 2.5    EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES; DEPOSITARY\n\n          (a)  The Company shall cause to be kept at the Corporate Trust\nOffice a register (the register maintained in such office and in any other\noffice or agency of the Company designated pursuant to Section 5.2 being herein\nsometimes collectively referred to as the \"Note register\") in which, subject to\nsuch reasonable regulations as it may prescribe, the Company shall provide for\nthe registration of Notes and of transfers of Notes. The Note register shall be\nin written form or in any form capable of being converted into written form\nwithin a reasonably prompt period of time. The Trustee is hereby appointed \"Note\nregister\" for the purpose of registering Notes and transfers of Notes as herein\nprovided. The Company may appoint one or more co-registrars in accordance with\nSection 5.2.\n\n     Upon surrender for registration of transfer of any Note to the Note\nregistrar or any co-registrar, and satisfaction of the requirements for such\ntransfer set forth in this Section 2.5, the Company shall execute, and the\nTrustee shall authenticate and deliver, in the name of the designated transferee\nor transferees, one or more new Notes of any authorized denominations and of a\nlike aggregate principal amount and bearing such restrictive legends as may be\nrequired by this Indenture.\n\n     Notes may be exchanged for other Notes of any authorized denominations and\nof a like aggregate principal amount, upon surrender of the Notes to be\nexchanged at any such office or agency maintained by the Company pursuant to\nSection 5.2. Whenever any Notes are so surrendered for exchange, the Company\nshall execute, and the Trustee shall authenticate and deliver, the Notes which\nthe Noteholder making the exchange is entitled to receive bearing registration\nnumbers not contemporaneously outstanding.\n\n                                       8\n   9\n     All Notes issued upon any registration of transfer or exchange of Notes\nshall be the legal, valid and binding obligations of the Company, evidencing the\nsame debt, and entitled to the same benefits under this Indenture, as the Notes\nsurrendered upon such registration of transfer or exchange.\n\n     All Notes presented or surrendered for registration of transfer or for\nexchange, redemption or conversion shall (if so required by the Company or the\nNote registrar) be duly endorsed, or be accompanied by a written instrument or\ninstruments of transfer in form satisfactory to the Company, and the Notes shall\nbe duly executed by the Noteholder thereof or his attorney duly authorized in\nwriting.\n\n     No service charge shall be made for any registration of transfer or\nexchange of Notes, but the Company may require payment of a sum sufficient to\ncover any tax, assessment or other governmental charge that may be imposed in\nconnection with any registration of transfer or exchange of Notes.\n\n     Neither the Company nor the Trustee nor any Note registrar shall be\nrequired to exchange or register a transfer of (a) any Notes for a period of\nfifteen (15) days next preceding any selection of Notes to be redeemed or (b)\nany Notes or portions thereof called for redemption pursuant to Section 3.2 or\n(c) any Notes or portions thereof surrendered for conversion pursuant to Article\nXV or (d) any Notes or portions thereof tendered for redemption (and not\nwithdrawn) pursuant to Section 3.5.\n\n          (b)  So long as the Notes are eligible for book-entry settlement with\nthe Depositary, or unless otherwise required by law, all Notes will be\nrepresented by one or more Notes in global form registered in the name of the\nDepositary or the nominee of the Depositary (the \"Global Note\"), except as\notherwise specified below. The transfer and exchange of beneficial interests in\nany such Global Note shall be effected through the Depositary in accordance with\nthis Indenture and the procedures of the Depositary therefor. The Trustee shall\nmake appropriate endorsements to reflect increases or decreases in the principal\namounts of any such Global Note as set forth on the face of the Note (\"Principal\nAmount\") to reflect any such transfers. Except as provided below, beneficial\nowners of a Global Note shall not be entitled to have certificates registered in\ntheir names, will not receive or be entitled to receive physical delivery of\ncertificates in definitive form and will not be considered holders of such Notes\nin global form.\n\n               The registered holder of a Global Note may grant proxies and\notherwise authorize any Person, including members of, or participants in the\nDepository (\"Agent Members\") and Persons that may hold interests through Agent\nMembers, to take any action which a holder is entitled to take under this\nIndenture or the Notes.\n\n          (c)  Each Global Note shall bear the following legend on the face\nthereof:\n\n     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE\n     DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF\n     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN\n     THE NAME OF CEDE &amp; CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN\n     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER\n     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS\n     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY\n     (AND ANY PAYMENT HEREON IS MADE TO CEDE &amp; CO. OR TO SUCH OTHER ENTITY AS IS\n     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),\n     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO\n     ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &amp; CO., HAS\n     AN INTEREST HEREIN.\n\n     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT\n     NOT IN PART, TO NOMINEES OF CEDE &amp; CO. OR TO A SUCCESSOR THEREOF OR SUCH\n     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE\n     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.5\n     OF THE INDENTURE.\n\n                                       9\n   10\n     Notwithstanding any other provisions of this Indenture, a Note in global\nform may not be transferred as a whole or in part except by the Depositary to a\nnominee of the Depositary or by a nominee of the Depositary to the Depositary or\nanother nominee of the Depositary or by the Depositary or any such nominee to a\nsuccessor Depositary or a nominee of such successor Depositary.\n\n     The Depositary shall be a clearing agency registered under the Exchange\nAct. The Company initially appoints The Depository Trust Company to act as\nDepositary with respect to the Notes in global form. Initially, the Global Note\nshall be issued to the Depositary, registered in the name of Cede &amp; Co., as the\nnominee of the Depositary, and deposited with the Custodian for Cede &amp; Co.\n\n     Permanent certificated Notes in registered form shall be transferred to all\nbeneficial owners in exchange for their beneficial interests in the Global Notes\n(i) the Depositary notifies the Company that it is unwilling or unable to\ncontinue as Depositary for the Global Notes and a successor depositary is not\nappointed by the Company within 90 days of such notice, (ii) is an Event of\nDefault has occurred and is continuing and the Registrar has received a request\ntherefor from the Depositary; (iii) if at any time The Depositary Trust Company\nceases to be a clearing agency registered under the Securities Exchange Act of\n1934 and the Company does not appoint a successor within 90 days after becoming\naware that DTC has ceased to registered as a clearing agency. In addition, the\nCompany may at any time and in its sole discretion determine that the Notes\nshall no longer be represented by the Global Notes.\n\n     If a Note in certificated form is issued in exchange for any portion of a\nNote in global form after the close of business at the office or agency where\nsuch exchange occurs on any record date and before the opening of business at\nsuch office or agency on the next succeeding interest payment date, interest\nwill not be payable on such interest payment date in respect of such Note, but\nwill be payable on such interest payment date, subject to the provisions of\nSection 2.3, only to the Person to whom interest in respect of such portion of\nsuch Note in global form is payable in accordance with the provisions of this\nIndenture.\n\n     Notes in certificated form issued in exchange for all or a part of a Note\nin global form pursuant to this Section 2.5 shall be registered in such names\nand in such authorized denominations as the Depositary, pursuant to instructions\nfrom its direct or indirect participants or otherwise, shall instruct the\nTrustee. Upon execution and authentication, the Trustee shall deliver such Notes\nin certificated form to the Persons in whose names such Notes in certificated\nform are so registered.\n\n     At such time as all interests in a Note in global form have been redeemed,\nconverted, canceled, exchanged for Notes in certificated form, or transferred to\na transferee who receives Notes in certificated form thereof, such Note in\nglobal form shall, upon receipt thereof, be canceled by the Trustee in\naccordance with standing procedures and instructions existing between the\nDepositary and the Custodian. At any time prior to such cancellation, if any\ninterest in a global Note is exchanged for Notes in certificated form, redeemed,\nconverted, repurchased or canceled, exchanged for Notes in certificated form or\ntransferred to a transferee who receives Notes in certificated form therefor or\nany Note in certificated form is exchanged or transferred for part of a Note in\nglobal form, the principal amount of such Note in global form shall, in\naccordance with the standing procedures and instructions existing between the\nDepositary and the Custodian, be appropriately reduced or increased, as the case\nmay be, and an endorsement shall be made on such Note in global form, by the\nTrustee or the Custodian, at the direction of the Trustee, to reflect such\nreduction or increase.\n\n     SECTION 2.6    MUTILATED, DESTROYED, LOST OR STOLEN NOTES. In case any Note\nshall become mutilated or be destroyed, lost or stolen, the Company in its\ndiscretion may execute, and upon its written request the Trustee or an\nauthenticating agent appointed by the Trustee shall authenticate and make\navailable for delivery, a new Note, bearing a number not contemporaneously\noutstanding, in exchange and substitution for the mutilated Note, or in lieu of\nand in substitution for the Note so destroyed, lost or stolen. In every case the\napplicant for a substituted Note shall furnish to the Company, to the Trustee\nand, if applicable, to such authenticating agent such security or indemnity as\nmay be required by them to save each of them harmless for any loss, liability,\ncost or expense caused by or connected with such substitution, and, in every\ncase of destruction, loss or theft, the applicant shall also furnish to the\nCompany, to the Trustee and, if applicable, to such authenticating agent\nevidence to their satisfaction of the destruction, loss or theft of such Note\nand of the ownership thereof.\n\n                                       10\n   11\n     Following receipt by the Trustee or such authenticating agent, as the case\nmay be, of satisfactory security or indemnity and evidence, as described in the\npreceding paragraph, the Trustee or such authenticating agent may authenticate\nany such substituted Note and make available for delivery such Note. Upon the\nissuance of any substituted Note, the Company may require the payment of a sum\nsufficient to cover any tax or other governmental charge that may be imposed in\nrelation thereto and any other expenses connected therewith. In case any Note\nwhich has matured or is about to mature or has been called for redemption or has\nbeen tendered for redemption (and not withdrawn) or is about to be converted\ninto Common Stock shall become mutilated or be destroyed, lost or stolen, the\nCompany may, instead of issuing a substitute Note, pay or authorize the payment\nof or convert or authorize the conversion of the same (without surrender thereof\nexcept in the case of a mutilated Note), as the case may be, if the applicant\nfor such payment or conversion shall furnish to the Company, to the Trustee and,\nif applicable, to such authenticating agent such security or indemnity as may be\nrequired by them to save each of them harmless for any loss, liability, cost or\nexpense caused by or connected with such substitution, and, in case of\ndestruction, loss or theft, evidence satisfactory to the Company, the Trustee\nand, if applicable, any paying agent or conversion agent of the destruction,\nloss or theft of such Note and of the ownership thereof.\n\n     Every substitute Note issued pursuant to the provisions of this Section 2.6\nby virtue of the fact that any Note is destroyed, lost or stolen shall\nconstitute an additional contractual obligation of the Company, whether or not\nthe destroyed, lost or stolen Note shall be found at any time, and shall be\nentitled to all the benefits of (but shall be subject to all the limitations set\nforth in) this Indenture equally and proportionately with any and all other\nNotes duly issued hereunder. To the extent permitted by law, all Notes shall be\nheld and owned upon the express condition that the foregoing provisions are\nexclusive with respect to the replacement or payment or conversion of mutilated,\ndestroyed, lost or stolen Notes and shall preclude any and all other rights or\nremedies notwithstanding any law or statute existing or hereafter enacted to the\ncontrary with respect to the replacement or payment or conversion of negotiable\ninstruments or other securities without their surrender.\n\n     SECTION 2.7    TEMPORARY NOTES. Pending the preparation of Notes in\ncertificated form, the Company may execute and the Trustee or an authenticating\nagent appointed by the Trustee shall, upon the written request of the Company,\nauthenticate and deliver temporary Notes (printed or lithographed). Temporary\nNotes shall be issuable in any authorized denomination, and substantially in the\nform of the Notes in certificated form, but with such omissions, insertions and\nvariations as may be appropriate for temporary Notes, all as may be determined\nby the Company. Every such temporary Note shall be executed by the Company and\nauthenticated by the Trustee or such authenticating agent upon the same\nconditions and in substantially the same manner, and with the same effect, as\nthe Notes in certificated form. Without unreasonable delay the Company will\nexecute and deliver to the Trustee or such authenticating agent Notes in\ncertificated form (other than in the case of Notes in global form) and thereupon\nany or all temporary Notes (other than any such Note in global form) may be\nsurrendered in exchange therefor, at each office or agency maintained by the\nCompany pursuant to Section 5.2 and the Trustee or such authenticating agent\nshall authenticate and make available for delivery in exchange for such\ntemporary Notes an equal aggregate principal amount of Notes in certificated\nform. Such exchange shall be made by the Company at its own expense and without\nany charge therefor. Until so exchanged, the temporary Notes shall in all\nrespects be entitled to the same benefits and subject to the same limitations\nunder this Indenture as Notes in certificated form authenticated and delivered\nhereunder.\n\n     SECTION 2.8    CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for\nthe purpose of payment, redemption, conversion, exchange or registration of\ntransfer shall, if surrendered to the Company or any paying agent or any Note\nregistrar or any conversion agent, be surrendered to the Trustee and promptly\ncanceled by it, or, if surrendered to the Trustee, shall be promptly canceled by\nit, and no Notes shall be issued in lieu thereof except as expressly permitted\nby any of the provisions of this Indenture. The Trustee shall dispose of such\ncanceled Notes in accordance with its customary procedures. If the Company shall\nacquire any of the Notes, such acquisition shall not operate as a redemption or\nsatisfaction of the indebtedness represented by such Notes unless and until the\nsame are delivered to the Trustee for cancellation.\n\n     SECTION 2.9    CUSIP NUMBERS. The Company in issuing the Notes may use\n\"CUSIP\" numbers (if then generally in use), and, if so, the Trustee shall use\n\"CUSIP\" numbers in notices of redemption as a convenience to Noteholders;\nprovided that any such notice may state that no representation is made as to the\ncorrectness of such \n\n                                       11\n   12\nnumbers either as printed on the Notes or as contained in any notice of a\nredemption and that reliance may be placed only on the other identification\nnumbers printed on the Notes, and any such redemption shall not be affected by\nany defect in or omission of such numbers. The Company will promptly notify the\nTrustee of any change in the \"CUSIP\" numbers.\n\n\n                                   ARTICLE III\n\n                               REDEMPTION OF NOTES\n\n     SECTION 3.1    OPTIONAL REDEMPTION BY THE COMPANY. At any time on or after\nFebruary 20, 2003, and prior to maturity, the Notes may be redeemed at the\noption of the Company (an \"Optional Redemption\"), in whole or in part, upon\nnotice as set forth in Section 3.2, at the principal amount thereof, together in\neach case with accrued and unpaid interest, if any to, but excluding, the date\nfixed for redemption.\n\n     SECTION 3.2    NOTICE OF REDEMPTIONS; SELECTION OF NOTES. In case the\nCompany shall desire to exercise the right to redeem all or, as the case may be,\nany part of the Notes pursuant to Section 3.1, it shall fix a date for\nredemption and it or, at its written request received by the Trustee not fewer\nthan forty-five (45) days prior (or such shorter period of time as may be\nacceptable to the Trustee) to the date fixed for redemption, the Trustee in the\nname of and at the expense of the Company, shall mail or cause to be mailed a\nnotice of such redemption not fewer than thirty (30) nor more than sixty (60)\ndays prior to the date fixed for redemption to the holders of Notes so to be\nredeemed as a whole or in part at their last addresses as the same appear on the\nNote register; provided that if the Company shall give such notice, it shall\nalso give written notice, and written notice of the Notes to be redeemed, to the\nTrustee. The Company may not give notice of any redemption of the Notes if a\ndefault in payment of interest on the Notes has occurred and is continuing. Such\nmailing shall be by first class mail. The notice if mailed in the manner herein\nprovided shall be conclusively presumed to have been duly given, whether or not\nthe holder receives such notice. In any case, failure to give such notice by\nmail or any defect in the notice to the holder of any Note designated for\nredemption as a whole or in part shall not affect the validity of the\nproceedings for the redemption of any other Note.\n\n     Each such notice of redemption shall specify the aggregate principal amount\nof Notes to be redeemed, the CUSIP number or numbers, if any, of the Notes being\nredeemed, the date fixed for redemption (which shall be a Business Day), the\nredemption price at which Notes are to be redeemed, the place or places of\npayment, that payment will be made upon presentation and surrender of such\nNotes, that interest accrued to the date fixed for redemption will be paid as\nspecified in said notice, and that on and after said date interest thereon or on\nthe portion thereof to be redeemed will cease to accrue. Such notice shall also\nstate the current Conversion Price and the date on which the right to convert\nsuch Notes or portions thereof into Common Stock will expire. If fewer than all\nthe Notes are to be redeemed, the notice of redemption shall identify the Notes\nto be redeemed (including CUSIP numbers, if any). In case any Note is to be\nredeemed in part only, the notice of redemption shall state the portion of the\nprincipal amount thereof to be redeemed and shall state that, on and after the\ndate fixed for redemption, upon surrender of such Note, a new Note or Notes in\nprincipal amount equal to the unredeemed portion thereof will be issued. The\nCompany shall, concurrently with the giving of notice of redemption to the\nholders, publish such notice of redemption in Luxembourg and submit the terms of\nthe redemption to the Luxembourg Stock Exchange as required by the Luxembourg\nStock Exchange.\n\n     On or prior to the redemption date specified in the notice of redemption\ngiven as provided in this Section 3.2, the Company will deposit with the Trustee\nor with one or more paying agents (or, if the Company is acting as its own\npaying agent, set aside, segregate and hold in trust as provided in Section 5.4)\nan amount of money in immediately available funds sufficient to redeem on the\nredemption date all the Notes (or portions thereof) so called for redemption\n(other than those theretofore surrendered for conversion into Common Stock) at\nthe appropriate redemption price, together with accrued interest to, but\nexcluding, the date fixed for redemption; provided that if such payment is made\non the redemption date it must be received by the Trustee or paying agent, as\nthe case may be, by 10:00 a.m. New York City time on such date. If any Note\ncalled for redemption is converted pursuant hereto prior to such redemption, any\nmoney deposited with the Trustee or any paying agent or so \n\n                                       12\n   13\nsegregated and held in trust for the redemption of such Note shall be paid to\nthe Company upon its written request, or, if then held by the Company, shall be\ndischarged from such trust. Whenever any Notes are to be converted, the Company\nwill give the Trustee written notice in the form of an Officers' Certificate not\nfewer than forty-five (45) days (or such shorter period of time as may be\nacceptable to the Trustee) prior to the redemption date as to the aggregate\nprincipal amount of Notes to be redeemed.\n\n     If fewer than all the Notes are to be redeemed, the Trustee shall select\nthe Notes or portions thereof of the Global Note or the Notes in certificated\nform to be redeemed (in principal amounts of E1,000 or integral multiples\nthereof), by lot, on a pro rata basis or by another method the Trustee deems\nfair and appropriate.\n\n     Upon any redemption of fewer than all Notes, the Company and the Trustee\nmay (but need not) solely for purposes of determining the pro rata allocation\namong such Notes as are unconverted and outstanding at the time of redemption,\ntreat as outstanding any Notes surrendered for conversion during the period of\nfifteen (15) days next preceding the mailing of a notice of redemption and may\n(but need not) treat as outstanding any Note authenticated and delivered during\nsuch period in exchange for the unconverted portion of any Note converted in\npart during such period.\n\n     SECTION 3.3    PAYMENT OF NOTES CALLED FOR REDEMPTION. If notice of\nredemption has been given as above provided, the Notes or portion of Notes with\nrespect to which such notice has been given shall, unless converted into Common\nStock pursuant to the terms hereof, become due and payable on the date fixed for\nredemption and at the place or places stated in such notice at the applicable\nredemption price, together with interest accrued to (but excluding) the date\nfixed for redemption, and on and after said date (unless the Company shall\ndefault in the payment of such Notes at the redemption price, together with\ninterest accrued to said date) interest on the Notes or portion of Notes so\ncalled for redemption shall cease to accrue and such Notes shall cease after the\nclose of business on the Business Day next preceding the date fixed for\nredemption to be convertible into Common Stock and, except as provided in\nSections 8.5 and 13.4, shall cease to be entitled to any benefit or security\nunder this Indenture, and the holders thereof shall have no right in respect of\nsuch Notes except the right to receive the redemption price thereof and unpaid\ninterest to (but excluding) the date fixed for redemption. Upon presentation and\nsurrender of such Notes at a place of payment in said notice specified, the said\nNotes or the specified portions thereof shall be paid and redeemed by the\nCompany at the applicable redemption price, together with interest accrued\nthereon to (but excluding) the date fixed for redemption; provided that, if the\napplicable redemption date is an interest payment date, the annual payment of\ninterest becoming due on such date shall be payable to the holders of such Notes\nregistered as such on the relevant record date instead of the holders\nsurrendering such Notes for redemption on such date.\n\n     Upon presentation of any Note redeemed in part only, the Company shall\nexecute and the Trustee shall authenticate and make available for delivery to\nthe holder thereof, at the expense of the Company, a new Note or Notes, of\nauthorized denominations, in principal amount equal to the unredeemed portion of\nthe Notes so presented.\n\n     Notwithstanding the foregoing, the Trustee shall not redeem any Notes or\nmail any notice of optional redemption during the continuance of a default in\npayment of interest on the Notes. If any Note called for redemption shall not be\nso paid upon surrender thereof for redemption, the principal, shall, until paid\nor duly provided for, bear interest from the date fixed for redemption at the\nrate borne by the Note and such Note shall remain convertible into Common Stock\nuntil the principal shall have been paid or duly provided for.\n\n     SECTION 3.4    CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection\nwith any redemption of Notes, the Company may arrange for the purchase and\nconversion of any Notes by an agreement with one or more investment bankers or\nother purchasers to purchase such Notes by paying to the Trustee in trust for\nthe Noteholders, on or before the date fixed for redemption, an amount not less\nthan the applicable redemption price, together with interest accrued to (but\nexcluding) the date fixed for redemption, of such Notes. Notwithstanding\nanything to the contrary contained in this Article III, the obligation of the\nCompany to pay the redemption price of such Notes, together with interest\naccrued to (but excluding) the date fixed for redemption shall be deemed to be\nsatisfied and discharged to the extent such amount is so paid by such\npurchasers. If such an agreement is entered into, a copy of which will be filed\nwith the Trustee prior to the date fixed for redemption, any \n\n                                       13\n   14\nNotes not duly surrendered for conversion by the holders thereof may, at the\noption of the Company, be deemed, to the fullest extent permitted by law,\nacquired by such purchasers from such holders and (notwithstanding anything to\nthe contrary contained in Article XV) surrendered by such purchasers for\nconversion, all as of immediately prior to the close of business on the date\nfixed for redemption (and the right to convert any such Notes shall be extended\nthrough such time), subject to payment of the above amount as aforesaid. At the\ndirection of the Company, the Trustee shall hold and dispose of any such amount\npaid to it in the same manner as it would monies deposited with it by the\nCompany for the redemption of Notes. Without the Trustee's prior written\nconsent, no arrangement between the Company and such purchasers for the purchase\nand conversion of any Notes shall increase or otherwise affect any of the\npowers, duties, responsibilities or obligations of the Trustee as set forth in\nthis Indenture.\n\n     SECTION 3.5    REDEMPTION AT OPTION OF HOLDERS.\n\n          (a)  If there shall occur a Fundamental Change at any time prior to\nmaturity of the Notes, then each Noteholder shall have the right, at such\nholder's option, to require the Company to redeem such holder's Notes, in whole\nbut not in part, in integral multiples of E1,000 principal amount, or any\nportion thereof that is an integral multiple of $1,000 principal amount, on the\ndate (the \"Repurchase Date\") that is thirty (30) days after the date of the\nCompany Notice (as defined in Section 3.5(b) below) of such Fundamental Change\n(or, if such 30th day is not a Business Day, the immediately preceding Business\nDay) at a redemption price equal to 100% of the principal amount thereof,\ntogether with accrued interest to (but excluding) the Repurchase Date; provided\nthat, if such Repurchase Date is February 16, then the interest payable on such\ndate shall be paid to the holders of record of the Notes on the next preceding\nFebruary 1.\n\n          (b)  On or before the tenth day after the occurrence of a Fundamental\nChange, the Company or at its written request (which must be received by the\nTrustee at least five (5) Business Days prior to the date the Trustee is\nrequested to give notice as described below, unless the Trustee shall agree in\nwriting to a shorter period), the Trustee in the name of and at the expense of\nthe Company, shall mail or cause to be mailed to all holders of record on the\ndate of the Fundamental Change a notice (the \"Company Notice\") of the occurrence\nof such Fundamental Change and of the redemption right at the option of the\nholders arising as a result thereof. Such notice shall be mailed in the manner\nand with the effect set forth in the first paragraph of Section 3.2 (without\nregard for the time limits set forth therein). If the Company shall give such\nnotice, the Company shall also deliver a copy of the Company Notice to the\nTrustee at such time as it is mailed to Noteholders.\n\n     Each Company Notice shall specify the circumstances constituting the\nFundamental Change, the Repurchase Date, the price at which the Company shall be\nobligated to redeem Notes, that the holder must exercise the redemption right on\nor prior to the close of business on the Repurchase Date (the \"Fundamental\nChange Expiration Time\"), that the holder shall have the right to withdraw any\nNotes surrendered prior to the Fundamental Change Expiration Time, a description\nof the procedure which a Noteholder must follow to exercise such redemption\nright and to withdraw any surrendered Notes, the place or places where the\nholder is to surrender such holder's Notes, and the amount of interest accrued\non each Note to the Repurchase Date.\n\n     No failure of the Company to give the foregoing notices and no defect\ntherein shall limit the Noteholders' redemption rights or affect the validity of\nthe proceedings for the repurchase of the Notes pursuant to this Section 3.5.\n\n          (c) For a Note to be so repaid at the option of the holder, the\nCompany must receive at the office or agency of the Company maintained for that\npurpose or, at the option of such holder, the Corporate Trust Office, such Note\nwith the form entitled \"Option to Elect Repayment Upon A Fundamental Change\" on\nthe reverse thereof duly completed, together with such Notes duly endorsed for\ntransfer, on or before the Fundamental Change Expiration Time. All questions as\nto the validity, eligibility (including time of receipt) and acceptance of any\nNote for repayment shall be determined by the Company, whose determination shall\nbe final and binding absent manifest error.\n\n          (d)  On or prior to the Repurchase Date, the Company will deposit with\nthe Trustee or with one or more paying agents (or, if the Company is acting as\nits own paying agent, set aside, segregate and hold in \n\n                                       14\n   15\ntrust as provided in Section 5.4) an amount of money sufficient to repay on the\nRepurchase Date all the Notes to be repaid on such date at the appropriate\nredemption price, together with accrued interest to (but excluding) the\nRepurchase Date; provided that if such payment is made on the Repurchase Date it\nmust be received by the Trustee or paying agent, as the case may be, by 10:00\na.m. New York City time, on such date. Payment for Notes surrendered for\nredemption (and not withdrawn) prior to the Fundamental Change Expiration Time\nwill be made promptly (but in no event more than five (5) Business Days)\nfollowing the Repurchase Date by mailing checks for the amount payable to the\nholders of such Notes entitled thereto as they shall appear on the registry\nbooks of the Company.\n\n          (e)  In the case of a reclassification, change, consolidation, merger,\ncombination, sale or conveyance to which Section 15.7 applies, in which the\nCommon Stock of the Company is changed or exchanged as a result into the right\nto receive stock, securities or other property or assets (including cash), which\nincludes shares of Common Stock of the Company or another Person that are, or\nupon issuance will be, traded on a United States national securities exchange or\napproved for trading on an established automated over-the-counter trading market\nin the United States and such shares constitute at the time such change or\nexchange becomes effective in excess of 50% of the aggregate fair market value\nof such stock, securities or other property or assets (including cash) (as\ndetermined by the Company, which determination shall be conclusive and binding),\nthen the Person formed by such consolidation or resulting from such merger or\nwhich acquires such assets, as the case may be, shall execute and deliver to the\nTrustee a supplemental indenture (accompanied by an Opinion of Counsel that such\nsupplemental indenture complies with the Trust Indenture Act as in force at the\ndate of execution of such supplemental indenture) modifying the provisions of\nthis Indenture relating to the right of holders of the Notes to cause the\nCompany to repurchase the Notes following a Fundamental Change, including\nwithout limitation the applicable provisions of this Section 3.5 and the\ndefinitions of Common Stock and Fundamental Change, as appropriate, as\ndetermined in good faith by the Company (which determination shall be conclusive\nand binding), to make such provisions apply to the common stock and the issuer\nthereof if different from the Company and Common Stock of the Company (in lieu\nof the Company and the Common Stock of the Company).\n\n          (f)  The Company will comply with the provisions of Rule 13e-4 and any\nother tender offer rules under the Exchange Act to the extent then applicable in\nconnection with the redemption rights of the holders of Notes in the event of a\nFundamental Change.\n\n\n                                   ARTICLE IV\n\n                             SUBORDINATION OF NOTES\n\n     SECTION 4.1    AGREEMENT OF SUBORDINATION. The Company covenants and\nagrees, and each holder of Notes issued hereunder by its acceptance thereof\nlikewise covenants and agrees, that all Notes shall be issued subject to the\nprovisions of this Article IV; and each Person holding any Note, whether upon\noriginal issue or upon registration of transfer, assignment or exchange thereof,\naccepts and agrees to be bound by such provisions.\n\n     The payment of the principal of, interest and the Make-Whole Payment, if\nany, on, all Notes (including, but not limited to, the redemption price with\nrespect to the Notes called for redemption in accordance with Section 3.2 or\nsubmitted for redemption in accordance with Section 3.5, as the case may be, as\nprovided in this Indenture) shall, to the extent and in the manner hereinafter\nset forth, be subordinated and subject in right of payment to the prior payment\nin full in cash or other payment satisfactory to the holders of Senior\nIndebtedness of all Senior Indebtedness, whether outstanding at the date of this\nIndenture or thereafter incurred.\n\n     No provision of this Article IV shall prevent the occurrence of any default\nor Event of Default hereunder.\n\n     SECTION 4.2    PAYMENTS TO NOTEHOLDERS. No payment shall be made with\nrespect to the principal of, interest and Make-Whole Payment, if any, on the\nNotes (including, but not limited to, the redemption price with respect to the\nNotes to be called for redemption in accordance with Section 3.2 or submitted\nfor redemption in \n\n                                       15\n   16\naccordance with Section 3.5, as the case may be, as provided in this Indenture),\nexcept payments and distributions made by the Trustee as permitted by the first\nor second paragraph of Section 4.5, if:\n\n               (i)  a default in the payment of principal, premium, if any,\ninterest, rent or other obligations in respect of Designated Senior Indebtedness\noccurs and is continuing (a \"Payment Default\"), unless and until such Payment\nDefault shall have been cured or waived or shall have ceased to exist; or\n\n               (ii) a default, other than a Payment Default, on any Designated\nSenior Indebtedness occurs and is continuing that then permit holders of such\nDesignated Senior Indebtedness to accelerate its maturity and the Trustee\nreceives a notice of the default (a \"Payment Blockage Notice\") from a holder of\nDesignated Senior Indebtedness, a Representative of Designated Senior\nIndebtedness or the Company (a \"Non-Payment Default\").\n\n     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)\nabove, no subsequent Payment Blockage Notice shall be effective for purposes of\nthis Section 4.2 unless and until (A) at least 365 days shall have elapsed since\nthe initial effectiveness of the immediately prior Payment Blockage Notice and\n(B) all scheduled payments of principal of, interest and the Make-Whole Payment,\nif any, on, the Notes that have come due have been paid in full in cash. No\nNon-Payment Default that existed or was continuing on the date of delivery of\nany Payment Blockage Notice to the Trustee shall be, or be made, the basis for a\nsubsequent Payment Blockage Notice, unless such Non-Payment Default is based\nupon facts or events arising after the date of delivery of such Payment Blockage\nNotice.\n\n     The Company may and shall resume payments on and distributions in respect\nof the Notes upon:\n\n          (1)  in the case of a Payment Default, the date upon which any such\n               Payment Default is cured or waived or ceases to exist, or\n\n          (2)  in the case of a Non-Payment Default, the earlier of (a) the date\n               upon which such default is cured or waived or ceases to exist and\n               (b) 179 days after the applicable Payment Blockage Notice is\n               received by the Trustee if the maturity of such Designated Senior\n               Indebtedness has not been accelerated and no Payment Default with\n               respect to any Designated Senior Indebtedness has occurred which\n               has not been cured or waived (in which case clause (1) shall be\n               applicable),\n\nunless this Article IV otherwise prohibits the payment or distribution at the\ntime of such payment or distribution.\n\n     Upon any payment by the Company, or distribution of assets of the Company\nof any kind or character, whether in cash, property or securities, to creditors\nupon any dissolution or winding up or liquidation or reorganization of the\nCompany, whether voluntary or involuntary or in bankruptcy, insolvency,\nreceivership or other proceedings, all amounts due or to become due upon all\nSenior Indebtedness shall first be paid in full in cash or other payment\nsatisfactory to the holders of such Senior Indebtedness, or payment thereof in\naccordance with its terms provided for in cash or other payment satisfactory to\nthe holders of such Senior Indebtedness before any payment is made on account of\nthe principal of, interest or Make-Whole Payment, if any, on, the Notes (except\npayments made pursuant to Article XIII from monies deposited with the Trustee\npursuant thereto prior to commencement of proceedings for such dissolution,\nwinding up, liquidation or reorganization); and upon any such dissolution or\nwinding up or liquidation or reorganization of the Company or bankruptcy,\ninsolvency, receivership or other proceeding, any payment by the Company, or\ndistribution of assets of the Company of any kind or character, whether in cash,\nproperty or securities, to which the holders of the Notes or the Trustee would\nbe entitled, except for the provisions of this Article IV, shall (except as\naforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,\nliquidating trustee, agent or other Person making such payment or distribution,\nor by the holders of the Notes or by the Trustee under this Indenture if\nreceived by them or it, directly to the holders of Senior Indebtedness (pro rata\nto such holders on the basis of the respective amounts of Senior Indebtedness\nheld by such holders, or as otherwise required by law or a court order) or their\nRepresentative or Representatives, or to the trustee or trustees under any\nindenture pursuant to which any instruments evidencing any Senior Indebtedness\nmay have been issued, as their respective interests may appear, to the extent\nnecessary to pay all Senior Indebtedness in full in cash or other payment\nsatisfactory to the holders of such Senior Indebtedness, after giving effect to\nany \n\n                                       16\n   17\nconcurrent payment or distribution to or for the holders of Senior Indebtedness,\nbefore any payment or distribution is made to the holders of the Notes or to the\nTrustee.\n\n     For purposes of this Article IV, the words, \"cash, property or securities\"\nshall not be deemed to include shares of stock of the Company as reorganized or\nreadjusted, or securities of the Company or any other corporation provided for\nby a plan of reorganization or readjustment, the payment of which is\nsubordinated at least to the extent provided in this Article IV with respect to\nthe Notes to the payment of all Senior Indebtedness which may at the time be\noutstanding; provided that (i) the Senior Indebtedness is assumed by the new\ncorporation, if any, resulting from any reorganization or readjustment, and (ii)\nthe rights of the holders of Senior Indebtedness (other than leases which are\nnot assumed by the Company or the new corporation, as the case may be) are not,\nwithout the consent of such holders, altered by such reorganization or\nreadjustment. The consolidation of the Company with, or the merger of the\nCompany into, another Person or the liquidation or dissolution of the Company\nfollowing the conveyance or transfer of its property as an entirety, or\nsubstantially as an entirety, to another Person upon the terms and conditions\nprovided for in Article XII shall not be deemed a dissolution, winding-up,\nliquidation or reorganization for the purposes of this Section 4.2 if such other\nPerson shall, as a part of such consolidation, merger, conveyance or transfer,\ncomply with the conditions stated in Article XII.\n\n     In the event of the acceleration of the Notes because of an Event of\nDefault, no payment or distribution shall be made to the Trustee or any holder\nof Notes in respect of the principal of, interest or the Make-Whole Payment, if\nany, on, the Notes (including, but not limited to, the redemption price with\nrespect to the Notes called for redemption in accordance with Section 3.2 or\nsubmitted for redemption at the option of the holder in accordance with Section\n3.5, as the case may be, as provided in this Indenture), except payments and\ndistributions made by the Trustee as permitted by the first or second paragraph\nof Section 4.5, until all Senior Indebtedness has been paid in full in cash or\nother payment satisfactory to the holders of Senior Indebtedness or such\nacceleration is rescinded in accordance with the terms of this Indenture. If\npayment of the Notes is accelerated because of an Event of Default, the Company\nor the Trustee shall promptly notify holders of Designated Senior Indebtedness\nof the acceleration.\n\n     In the event that, notwithstanding the foregoing provisions, any payment or\ndistribution of assets of the Company of any kind or character, whether in cash,\nproperty or securities (including, without limitation, by way of setoff or\notherwise), prohibited by the foregoing provisions in this Section 4.2, shall be\nreceived by the Trustee or the holders of the Notes before all Senior\nIndebtedness is paid in full in cash or other payment satisfactory to the\nholders of such Senior Indebtedness, or provision is made for such payment\nthereof in accordance with its terms in cash or other payment satisfactory to\nthe holders of such Senior Indebtedness, such payment or distribution shall be\nheld in trust for the benefit of and shall be paid over or delivered to the\nholders of Senior Indebtedness or their Representative or Representatives, or to\nthe trustee or trustees under any indenture pursuant to which any instruments\nevidencing any Senior Indebtedness may have been issued, as their respective\ninterests may appear, as calculated by the Company, for application to the\npayment of any Senior Indebtedness remaining unpaid to the extent necessary to\npay all Senior Indebtedness in full in cash or other payment satisfactory to the\nholders of such Senior Indebtedness, after giving effect to any concurrent\npayment or distribution to or for the holders of such Senior Indebtedness.\n\n     Nothing in this Section 4.2 shall apply to claims of, or payments to, the\nTrustee under or pursuant to Section 8.6. This Section 4.2 shall be subject to\nthe further provisions of Section 4.5.\n\n     SECTION 4.3    SUBROGATION OF NOTES. Subject to the payment in full of all\nSenior Indebtedness, the rights of the holders of the Notes shall be subrogated\nto the extent of the payments or distributions made to the holders of such\nSenior Indebtedness pursuant to the provisions of this Article IV (equally and\nratably with the holders of all indebtedness of the Company that by its express\nterms, is subordinated to other indebtedness of the Company to substantially the\nsame extent as the Notes are subordinated and is entitled to like rights of\nsubrogation) to the rights of the holders of Senior Indebtedness to receive\npayments or distributions of cash, property or securities of the Company\napplicable to the Senior Indebtedness until the principal of, interest and\nMake-Whole Payment, if any, on the Notes shall be paid in full; and, for the\npurposes of such subrogation, no payments or distributions to the holders of the\nSenior Indebtedness of any cash, property or securities to which the holders of\nthe Notes or the Trustee would be entitled except for the provisions of this\nArticle IV, and no payment \n\n\n                                       17\n   18\nover pursuant to the provisions of this Article IV, to or for the benefit of the\nholders of Senior Indebtedness by holders of the Notes or the Trustee, shall, as\namong the Company, its creditors other than holders of Senior Indebtedness, and\nthe holders of the Notes, be deemed to be a payment by the Company to or on\naccount of the Senior Indebtedness; and no payments or distributions of cash,\nproperty or securities to or for the benefit of the holders of the Notes\npursuant to the subrogation provisions of this Article IV, which would otherwise\nhave been paid to the holders of Senior Indebtedness, shall be deemed to be a\npayment by the Company to or for the account of the Notes. It is understood that\nthe provisions of this Article IV are and are intended solely for the purposes\nof defining the relative rights of the holders of the Notes, on the one hand,\nand the holders of the Senior Indebtedness, on the other hand.\n\n     Nothing contained in this Article IV or elsewhere in this Indenture or in\nthe Notes is intended to or shall impair, as among the Company, its creditors\nother than the holders of Senior Indebtedness, and the holders of the Notes, the\nobligation of the Company, which is absolute and unconditional, to pay to the\nholders of the Notes the principal of, interest and Make-Whole Payment, if any,\non the Notes as and when the same shall become due and payable in accordance\nwith their terms, or is intended to or shall affect the relative rights of the\nholders of the Notes and creditors of the Company other than the holders of the\nSenior Indebtedness, nor shall anything herein or therein prevent the Trustee or\nthe holder of any Note from exercising all remedies otherwise permitted by\napplicable law upon default under this Indenture, subject to the rights, if any,\nunder this Article IV of the holders of Senior Indebtedness in respect of cash,\nproperty or securities of the Company received upon the exercise of any such\nremedy.\n\n     Upon any payment or distribution of assets of the Company referred to in\nthis Article IV, the Trustee, subject to the provisions of Section 8.1, and the\nholders of the Notes shall be entitled to rely upon any order or decree made by\nany court of competent jurisdiction in which such bankruptcy, dissolution,\nwinding up, liquidation or reorganization proceedings are pending, or a\ncertificate of the receiver, trustee in bankruptcy, liquidating trustee, agent\nor other Person making such payment or distribution, delivered to the Trustee or\nto the holders of the Notes, for the purpose of ascertaining the Persons\nentitled to participate in such distribution, the holders of the Senior\nIndebtedness and other indebtedness of the Company, the amount thereof or\npayable thereon and all other facts pertinent thereto or to this Article IV.\n\n     SECTION 4.4    AUTHORIZATION TO EFFECT SUBORDINATION. Each holder of a\nNote, by its acceptance thereof, authorizes and directs the Trustee on the\nholder's behalf to take such action as may be necessary or appropriate to\neffectuate the subordination as provided in this Article IV and appoints the\nTrustee to act as the holder's attorney-in-fact for any and all such purposes.\nIf the Trustee does not file a proper proof of claim or proof of debt in the\nform required in any proceeding referred to in the third paragraph of Section\n7.2 at least thirty (30) days before the expiration of the time to file such\nclaim, the holders of any Senior Indebtedness or their representatives are\nhereby authorized to file an appropriate claim for and on behalf of the holders\nof the Notes.\n\n     SECTION 4.5    NOTICE TO TRUSTEE. The Company shall give prompt written\nnotice in the form of an Officers' Certificate to a Responsible Officer of the\nTrustee and to any paying agent of any fact known to the Company that would\nprohibit the making of any payment of monies to or by the Trustee or any paying\nagent in respect of the Notes pursuant to the provisions of this Article IV.\nNotwithstanding the provisions of this Article IV or any other provision of this\nIndenture, the Trustee shall not be charged with knowledge of the existence of\nany facts that would prohibit the making of any payment of monies to or by the\nTrustee in respect of the Notes pursuant to the provisions of this Article IV,\nunless and until a Responsible Officer of the Trustee shall have received\nwritten notice thereof at the Corporate Trust Office from the Company (in the\nform of an Officers' Certificate) or a Representative or a holder or holders of\nSenior Indebtedness or from any trustee thereof; and before the receipt of any\nsuch written notice, the Trustee, subject to the provisions of Section 8.1,\nshall be entitled in all respects to assume that no such facts exist; provided\nthat if on a date not less than two Business Days prior to the date upon which\nby the terms hereof any such monies may become payable for any purpose\n(including, without limitation, the payment of the principal of, interest and\nMake-Whole Payment, if any, on any Note) the Trustee shall not have received,\nwith respect to such monies, the notice provided for in this Section 4.5, then,\nanything herein contained to the contrary notwithstanding, the Trustee shall\nhave full power and authority to apply monies received to the \n\n                                       18\n   19\npurpose for which they were received, and shall not be affected by any notice to\nthe contrary that may be received by it on or after such prior date.\n\n     Notwithstanding anything in this Article IV to the contrary, nothing shall\nprevent any payment by the Trustee to the Noteholders of monies deposited with\nit pursuant to Section 13.1, and any such payment shall not be subject to the\nprovisions of Section 4.1 or 4.2.\n\n     The Trustee, subject to the provisions of Section 8.1, shall be entitled to\nrely on the delivery to if of a written notice by a Representative or a person\nrepresenting himself to be a holder of Senior Indebtedness (or a trustee on\nbehalf of such holder) to establish that such notice has been given by a\nRepresentative or a holder of Senior Indebtedness or a trustee on behalf of any\nsuch holder or holders. The Trustee shall not be required to make any payment or\ndistribution to or on behalf of a holder of Senior Indebtedness pursuant to this\nArticle IV unless it has received satisfactory evidence as to the amount of\nSenior Indebtedness held by such Person, the extent to which such Person is\nentitled to participate in such payment or distribution and any other facts\npertinent to the rights of such Person under this Article IV.\n\n     SECTION 4.6    TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee, in\nits individual capacity, shall be entitled to all the rights set forth in this\nArticle IV in respect of any Senior Indebtedness at any time held by it, to the\nsame extent as any other holder of Senior Indebtedness, and nothing in Section\n8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its\nrights as such holder.\n\n     With respect to the holders of Senior Indebtedness, the Trustee undertakes\nto perform or to observe only such of its covenants and obligations as are\nspecifically set forth in this Article IV, and no implied covenants or\nobligations with respect to the holders of Senior Indebtedness shall be read\ninto this Indenture against the Trustee. The Trustee shall not be deemed to owe\nany fiduciary duty to the holders of Senior Indebtedness and, subject to the\nprovisions of Section 8.1, the Trustee shall not be liable to any holder of\nSenior Indebtedness (i) for any failure to make any payments or distributions to\nsuch holder or (ii) if it shall pay over or deliver to holders of Notes, the\nCompany or any other Person money or assets to which any holder of Senior\nIndebtedness shall be entitled by virtue of this Article IV or otherwise.\n\n     SECTION 4.7    NO IMPAIRMENT OF SUBORDINATION. No right of any present or\nfuture holder of any Senior Indebtedness to enforce subordination as herein\nprovided shall at any time in any way be prejudiced or impaired by any act or\nfailure to act on the part of the Company or by any act or failure to act, in\ngood faith, by any such holder, or by any noncompliance by the Company with the\nterms, provisions and covenants of this Indenture, regardless of any knowledge\nthereof which any such holder may have or otherwise be charged with.\n\n     SECTION 4.8    CERTAIN CONVERSIONS NOT DEEMED PAYMENT. For the purposes of\nthis Article IV only, (1) the issuance and delivery of junior securities upon\nconversion of Notes in accordance with Article XV shall not be deemed to\nconstitute a payment or distribution on account of the principal of, interest or\nMake-Whole Payment on, the Notes or on account of the purchase or other\nacquisition of Notes, and (2) the payment, issuance or delivery of cash (except\nin satisfaction of fractional shares pursuant to Section 15.3), property or\nsecurities (other than junior securities) upon conversion of a Note shall be\ndeemed to constitute payment on account of the principal of, or interest or\nMake-Whole Payment on, such Note. For the purposes of this Section 4.8, the term\n\"junior securities\" means (a) shares of any stock of any class of the Company or\n(b) securities of the Company that are subordinated in right of payment to all\nSenior Indebtedness that may be outstanding at the time of issuance or delivery\nof such securities to substantially the same extent as, or to a greater extent\nthan, the Notes are so subordinated as provided in this Article. Nothing\ncontained in this Article IV or elsewhere in this Indenture or in the Notes is\nintended to or shall impair, as among the Company, its creditors (other than\nholders of Senior Indebtedness) and the Noteholders, the right, which is\nabsolute and unconditional, of the Holder of any Note to convert such Note in\naccordance with Article XV.\n\n     SECTION 4.9    ARTICLE APPLICABLE TO PAYING AGENTS. If at any time any\npaying agent other than the Trustee shall have been appointed by the Company and\nbe then acting hereunder, the term \"Trustee\" as used in this Article shall\n(unless the context otherwise requires) be construed as extending to and\nincluding such paying agent within its meaning as fully for all intents and\npurposes as if such paying agent were named in this Article in\n\n                                       19\n   20\naddition to or in place of the Trustee; provided, however, that the first\nparagraph of Section 4.5 shall not apply to the Company or any Affiliate of the\nCompany if it or such Affiliate acts as paying agent.\n\n     The Trustee shall not be responsible for the actions or inactions of any\nother paying agents (including the Company if acting as its own paying agent)\nand shall have no control of any funds held by such other paying agents.\n\n     SECTION 4.10   SENIOR INDEBTEDNESS ENTITLED TO RELY. The holders of Senior\nIndebtedness (including, without limitation, Designated Senior Indebtedness)\nshall have the right to rely upon this Article IV, and no amendment or\nmodification of the provisions contained herein shall diminish the rights of\nsuch holders unless such holders shall have agreed in writing thereto.\n\n     SECTION 4.11   RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING\nAGENT. Upon any payment or distribution of assets of the Company referred to in\nthis Article, the Trustee and the Noteholders shall be entitled to rely upon any\norder or decree entered by any court of competent jurisdiction in which such\ninsolvency, bankruptcy, receivership, liquidation, reorganization, distribution,\nwinding up or similar case or proceeding is pending, or a certificate of the\ntrustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for\nthe benefit of creditors, agent or other Person making such payment or\ndissolution, delivered to the Trustee or to the Noteholders, for the purpose of\nascertaining the Persons entitled to participate in such payment or\ndistribution, the holders of Senior Indebtedness and other indebtedness of the\nCompany, the amount thereof or payable thereon, the amount or amounts paid or\ndistributed thereon and all other facts pertinent thereto or to this Article.\n\n\n                                    ARTICLE V\n\n                       PARTICULAR COVENANTS OF THE COMPANY\n\n     SECTION 5.1    PAYMENT OF PRINCIPAL AND INTEREST. The Company covenants and\nagrees that it will duly and punctually pay or cause to be paid the principal of\n(including the redemption price upon redemption pursuant to Article III),\ninterest and Make-Whole Payment, if any, on, each of the Notes at the places, at\nthe respective times and in the manner provided herein and in the Notes.\n\n     SECTION 5.2    MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain\nan office or agency in The Borough of Manhattan, The City of New York, where the\nNotes may be surrendered for registration of transfer or exchange or for\npresentation for payment or for conversion or redemption and where notices and\ndemands to or upon the Company in respect of the Notes and this Indenture may be\nserved. The Company will give prompt written notice to the Trustee of the\nlocation, and any change in the location, of such office or agency not\ndesignated or appointed by the Trustee. If at any time the Company shall fail to\nmaintain any such required office or agency or shall fail to furnish the Trustee\nwith the address thereof, such presentations, surrenders, notices and demands\nmay be made or served at the Corporate Trust Office of the Trustee in the\nBorough of Manhattan, The City of New York.\n\n     The Company may also from time to time designate co-registrars and one or\nmore offices or agencies where the Notes may be presented or surrendered for any\nor all such purposes and may from time to time rescind such designations. The\nCompany will give prompt written notice of any such designation or rescission\nand of any change in the location of any such other office or agency.\n\n     The Company hereby initially designates the Trustee as paying agent, Note\nregistrar, Custodian and conversion agent and the Corporate Trust Office of the\nTrustee in The Borough of Manhattan, The City of New York as the office or\nagency of the Company for each of the aforesaid purposes.\n\n     So long as the Trustee is the Note registrar, the Trustee agrees to mail,\nor cause to be mailed, the notices set forth in Section 8.10(a) and the third\nparagraph of Section 8.11. If co-registrars have been appointed in accordance\nwith this Section, the Trustee shall mail such notices only to the Company and\nthe holders of Notes it can identify from its records.\n\n                                       20\n   21\n     SECTION 5.3    APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The\nCompany, whenever necessary to avoid or fill a vacancy in the office of Trustee,\nwill appoint, in the manner provided in Section 8.10, a Trustee, so that there\nshall at all times be a Trustee hereunder.\n\n     SECTION 5.4    PROVISIONS AS TO PAYING AGENT.\n\n          (a) If the Company shall appoint a paying agent other than the\nTrustee, or if the Trustee shall appoint such a paying agent, the Company will\ncause such paying agent to execute and deliver to the Trustee an instrument in\nwhich such agent shall agree with the Trustee, subject to the provisions of this\nSection 5.4:\n\n               (1)  that it will hold all sums held by it as such agent for the\npayment of the principal of, interest or Make-Whole Payment, if any, on, the\nNotes (whether such sums have been paid to it by the Company or by any other\nobligor on the Notes) in trust for the benefit of the holders of the Notes;\n\n               (2)  that it will give the Trustee notice of any failure by the\nCompany (or by any other obligor on the Notes) to make any payment of the\nprincipal of, interest or Make-Whole Payment, if any, on the Notes when the same\nshall be due and payable; and\n\n               (3)  that at any time during the continuance of an Event of\nDefault, upon request of the Trustee, it will forthwith pay to the Trustee all\nsums so held in trust.\n\n     The Company shall, on or before each due date of the principal of, interest\nor Make-Whole Payment, if any, on, the Notes, deposit with the paying agent a\nsum sufficient to pay such principal, interest or Make-Whole Payment, if any,\nand (unless such paying agent is the Trustee) the Company will promptly notify\nthe Trustee of any failure to take such action; provided that if such deposit is\nmade on the due date, such deposit shall be received by the paying agent by\n10:00 a.m. New York City time, on such date.\n\n          (b)  If the Company shall act as its own paying agent, it will, on or\nbefore each due date of the principal of, interest or Make-Whole Payment, if\nany, on, the Notes, set aside, segregate and hold in trust for the benefit of\nthe holders of the Notes a sum sufficient to pay such principal, interest or\nMake-Whole Payment, if any, so becoming due and will promptly notify the Trustee\nof any failure to take such action and of any failure by the Company (or any\nother obligor under the Notes) to make any payment of the principal of, interest\nor Make-Whole Payment, if any, on, the Notes when the same shall become due and\npayable.\n\n          (c)  Anything in this Section 5.4 to the contrary notwithstanding, the\nCompany may, at any time, for the purpose of obtaining a satisfaction and\ndischarge of this Indenture, or for any other reason, pay or cause to be paid to\nthe Trustee all sums held in trust by the Company or any paying agent hereunder\nas required by this Section 5.4, such sums to be held by the Trustee upon the\ntrusts herein contained and upon such payment by the Company or any paying agent\nto the Trustee, the Company or such paying agent shall be released from all\nfurther liability with respect to such sums.\n\n          (d)  Anything is this Section 5.4 to the contrary notwithstanding, the\nagreement to hold sums in trust as provided in this Section 5.4 is subject to\nSections 13.3 and 13.4.\n\n          The Trustee shall not be responsible for the actions of any other\npaying agents (including the Company if acting as its own paying agent) and\nshall have no control of any funds held by such other paying agents.\n\n     SECTION 5.5    EXISTENCE. Subject to Article XII, the Company will do or\ncause to be done all things necessary to preserve and keep in full force and\neffect its existence and rights (charter and statutory); provided, however, that\nthe Company shall not be required to preserve any such right if the Company\nshall determine that the preservation thereof is no longer desirable in the\nconduct of the business of the Company and that the loss thereof is not\ndisadvantageous in any material respect to the holders.\n\n     SECTION 5.6    MAINTENANCE OF PROPERTIES. The Company will cause all\nproperties used or useful in the conduct of its business or the business of any\nSignificant Subsidiary to be maintained and kept in good \n\n                                       21\n   22\ncondition, repair and working order and supplied with all necessary equipment\nand will cause to be made all necessary repairs, renewals, replacements,\nbetterments and improvements thereof, all as in the judgment of the Company may\nbe necessary so that the business carried on in connection therewith may be\nproperly and advantageously conducted at all times; provided, however, that\nnothing in this Section shall prevent the Company from discontinuing the\noperation or maintenance of any of such properties if such discontinuance is, in\nthe judgment of the Company, desirable in the conduct of its business or the\nbusiness of any Significant Subsidiary and not disadvantageous in any material\nrespect to the holders.\n\n     SECTION 5.7    PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or\ndischarge, or cause to be paid or discharged, before the same may become\ndelinquent, (i) all taxes, assessments and governmental charges levied or\nimposed upon the Company or any Significant Subsidiary or upon the income,\nprofits or property of the Company or any Significant Subsidiary, (ii) all\nclaims for labor, materials and supplies which, if unpaid, might by law become a\nlien or charge upon the property of the Company or any Significant Subsidiary\nand (iii) all stamps and other duties, if any, which may be imposed by the\nUnited States or any political subdivision thereof or therein in connection with\nthe issuance, transfer, exchange or conversion of any Notes or with respect to\nthis Indenture; provided, however, that, in the case of clauses (i) and (ii),\nthe Company shall not be required to pay or discharge or cause to be paid or\ndischarged any such tax, assessment, charge or claim (A) if the failure to do so\nwill not, in the aggregate, have a material adverse impact on the Company and\nits subsidiaries, taken as a whole, or (B) if the amount, applicability or\nvalidity is being contested in good faith by appropriate proceedings.\n\n     SECTION 5.8    STAY, EXTENSION AND USURY LAWS. The Company covenants (to\nthe extent that it may lawfully do so) that it shall not at any time insist\nupon, plead, or in any manner whatsoever claim or take the benefit or advantage\nof, any stay, extension or usury law or other law which would prohibit or\nforgive the Company from paying all or any portion of the principal of, or\ninterest or Make-Whole Payment, if any, on, the Notes as contemplated herein,\nwherever enacted, now or at any time hereafter in force, or which may affect the\ncovenants or the performance of this Indenture and the Company (to the extent it\nmay lawfully do so) hereby expressly waives all benefit or advantage of any such\nlaw, and covenants that it will not, by resort to any such law, hinder, delay or\nimpede the execution of any power herein granted to the Trustee, but will suffer\nand permit the execution of every such power as though no such law had been\nenacted.\n\n     SECTION 5.9    COMPLIANCE CERTIFICATE. The Company shall deliver to the\nTrustee, within one hundred twenty (120) days after the end of each fiscal year\nof the Company, a certificate signed by either the principal executive officer,\nprincipal financial officer, principal accounting officer or other duly\nauthorized officer of the Company, stating whether or not to the best knowledge\nof the signer thereof the Company is in default in the performance and\nobservance of any of the terms, provisions and conditions of this Indenture\n(without regard to any period of grace or requirement of notice provided\nhereunder) and, if the Company shall be in default, specifying all such defaults\nand the nature and the status thereof of which the signer may have knowledge.\n\n     The Company will deliver to the Trustee, forthwith (and in any event within\nfive Business Days) upon becoming aware of any default in the performance or\nobservance of any covenant, agreement or condition contained in this Indenture,\nany event which, with notice or the lapse of time or both, would constitute an\nEvent of Default or any Event of Default, an Officers' Certificate specifying\nwith particularity such default or Event of Default and further stating what\naction the Company has taken, is taking or proposes to take with respect\nthereto.\n\n     Any notice required to be given under this Section 5.9 shall be delivered\nto a Responsible Officer of the Trustee at its Corporate Trust Office.\n\n\n                                   ARTICLE VI\n\n          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE\n\n     SECTION 6.1    NOTEHOLDERS' LISTS. The Company covenants and agrees that it\nwill furnish or cause to be furnished to the Trustee, annually, not more than\nfifteen (15) days after each February 1 in each year beginning \n\n                                       22\n   23\nwith February 1, 2001, and at such other times as the Trustee may request in\nwriting, within thirty (30) days after receipt by the Company of any such\nrequest (or such lesser time as the Trustee may reasonably request in order to\nenable it to timely provide any notice to be provided by it hereunder), a list\nin such form as the Trustee may reasonably require of the names and addresses of\nthe holders of Notes as of a date not more than fifteen (15) days (or such other\ndate as the Trustee may reasonably request in order to so provide any such\nnotices) prior to the time such information is furnished, except that no such\nlist need be furnished by the Company to the Trustee so long as the Trustee is\nacting as the sole Note registrar.\n\n     SECTION 6.2    PRESERVATION AND DISCLOSURE OF LISTS.\n\n          (a)  The Trustee shall preserve, in as current a form as is reasonably\npracticable, all information as to the names and addresses of the holders of\nNotes contained in the most recent list furnished to it as provided in Section\n6.1 or maintained by the Trustee in its capacity as Note registrar or\nco-registrar in respect of the Notes, if so acting. The Trustee may destroy any\nlist furnished to it as provided in Section 6.1 upon receipt of a new list so\nfurnished.\n\n          (b)  The rights of Noteholders to communicate with other holders of\nNotes with respect to their rights under this Indenture or under the Notes, and\nthe corresponding rights and duties of the Trustee, shall be as provided by the\nTrust Indenture Act.\n\n          (c)  Every Noteholder, by receiving and holding the same, agrees with\nthe Company and the Trustee that neither the Company nor the Trustee nor any\nagent of either of them shall be held accountable by reason of any disclosure of\ninformation as to names and addresses of holders of Notes made pursuant to the\nTrust Indenture Act.\n\n     SECTION 6.3    REPORTS BY TRUSTEE.\n\n          (a)  Within sixty (60) days after May 15 of each year commencing with\nthe year 2001, the Trustee shall transmit to holders of Notes such reports dated\nas of May 15 of the year in which such reports are made concerning the Trustee\nand its actions under this Indenture as may be required pursuant to the Trust\nIndenture Act at the times and in the manner provided pursuant thereto.\n\n          (b)  A copy of such report shall, at the time of such transmission to\nholders of Notes, be filed by the Trustee with each stock exchange and automated\nquotation system upon which the Notes are listed and with the Company. The\nCompany will promptly notify the Trustee in writing when the Notes are listed on\nany stock exchange or automated quotation system or delisted therefrom.\n\n     SECTION 6.4    REPORTS BY COMPANY. The Company shall file with the Trustee\n(and the Commission if at any time after the Indenture becomes qualified under\nthe Trust Indenture Act), and transmit to holders of Notes, such information,\ndocuments and other reports and such summaries thereof, as may be required\npursuant to the Trust Indenture Act at the times and in the manner provided\npursuant to such Act, whether or not the Notes are governed by such Act;\nprovided that any such information, documents or reports required to be filed\nwith the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be\nfiled with the Trustee within fifteen (15) days after the same is so required to\nbe filed with the Commission. Delivery of such reports, information and\ndocuments to the Trustee is for informational purposes only and the Trustee's\nreceipt of such shall not constitute constructive notice of any information\ncontained therein or determinable from information contained therein, including\nthe Company's compliance with any of its covenants hereunder (as to which the\nTrustee is entitled to rely exclusively on Officers' Certificates).\n\n                                       23\n   24\n                                   ARTICLE VII\n\n                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS\n\n                             ON AN EVENT OF DEFAULT\n\n     SECTION 7.1    EVENTS OF DEFAULT. In case one or more of the following\nEvents of Default (whatever the reason for such Event of Default and whether it\nshall be voluntary or involuntary or be effected by operation of law or pursuant\nto any judgment, decree or order of any court or any order, rule or regulation\nof any administrative or governmental body) shall have occurred and be\ncontinuing:\n\n          (a)  default in the payment of any installment of interest (including\nthe Make-Whole Payment, if any is due and payable) upon any of the Notes as and\nwhen the same shall become due and payable, and continuance of such default for\na period of thirty (30) days, whether or not such payment is permitted under\nArticle IV hereof; or\n\n          (b)  default in the payment of the principal of any of the Notes as\nand when the same shall become due and payable either at maturity or in\nconnection with any redemption pursuant to Article III, by acceleration or\notherwise, whether or not such payment is permitted under Article IV hereof; or\n\n          (c)  failure on the part of the Company duly to observe or perform any\nother of the covenants or agreements on the part of the Company in the Notes or\nin this Indenture (other than a covenant or agreement a default in whose\nperformance or whose breach is elsewhere in this Section 7.1 specifically dealt\nwith) continued for a period of sixty (60) days after the date on which written\nnotice of such failure, requiring the Company to remedy the same, shall have\nbeen given to the Company by the Trustee, or the Company and a Responsible\nOfficer of the Trustee by the holders of at least twenty-five percent (25%) in\naggregate principal amount of the Notes at the time outstanding determined in\naccordance with Section 9.4; or\n\n          (d)  the Company or any Significant Subsidiary shall commence a\nvoluntary case or other proceeding seeking liquidation, reorganization or other\nrelief with respect to itself or any Significant Subsidiary or its or such\nSignificant Subsidiary's debts under any bankruptcy, insolvency or other similar\nlaw now or hereafter in effect or seeking the appointment of a trustee,\nreceiver, liquidator, custodian or other similar official of it or any\nSignificant Subsidiary or any substantial part of the property of the Company or\nany Significant Subsidiary, or shall consent to any such relief or to the\nappointment of or taking possession by any such official in an involuntary case\nor other proceeding commenced against it or any Significant Subsidiary, or shall\nmake a general assignment for the benefit of creditors, or shall fail generally\nto pay its debts as they become due; or\n\n          (e)  an involuntary case or other proceeding shall be commenced\nagainst the Company or any Significant Subsidiary seeking liquidation,\nreorganization or other relief with respect to it or any Significant Subsidiary\nor its or such Significant Subsidiary's debts under any bankruptcy, insolvency\nor other similar law now or hereafter in effect or seeking the appointment of a\ntrustee, receiver, liquidator, custodian or other similar official of it or any\nSignificant Subsidiary or any substantial part of the property of the Company or\nany Significant Subsidiary, and such involuntary case or other proceeding shall\nremain undismissed and unstayed for a period of ninety (90) consecutive days;\n\nthen, and in each and every such case (other than an Event of Default specified\nin Section 7.1(d) or (e) with respect to the Company), unless the principal of\nall of the Notes shall have already become due and payable, either the Trustee\nor the holders of not less than twenty-five percent (25%) in aggregate principal\namount of the Notes then outstanding hereunder determined in accordance with\nSection 9.4, by notice in writing to the Company (and to the Trustee if given by\nNoteholders), may declare the principal of, and any interest accrued thereon\n(including the Make-Whole Payment, if due and payable), on all the Notes to be\ndue and payable immediately, and upon any such declaration the same shall become\nand shall be immediately due and payable, anything in this Indenture or in the\nNotes contained to the contrary notwithstanding. If an Event of Default\nspecified in Section 7.1(d) or (e) with respect to the Company occurs, the\nprincipal of all the Notes, and the interest accrued thereon (including the\nMake-Whole Payment, if due and payable), shall be immediately and automatically\ndue and payable without\n\n                                       24\n   25\nnecessity of further action. This provision, however, is subject to the\nconditions that if, at any time after the principal of the Notes shall have been\nso declared due and payable, and before any judgment or decree for the payment\nof the monies due shall have been obtained or entered as hereinafter provided,\nthe Company shall pay or shall deposit with the Trustee a sum sufficient to pay\nall matured installments of interest upon all Notes (including the Make-Whole\nPayment, if due and payable) and the principal of any and all Notes which shall\nhave become due otherwise than by acceleration (with interest on overdue\ninstallments of interest and the Make-Whole Payment, if due and payable (to the\nextent that payment of such interest is enforceable under applicable law) and on\nsuch principal at the rate borne by the Notes, to the date of such payment or\ndeposit), and amounts due to the Trustee pursuant to Section 8.6, and if any and\nall defaults under this Indenture, other than the nonpayment of principal of,\nand accrued interest (including the Make-Whole Payment, if due and payable) on,\nNotes which shall have become due by acceleration, shall have been cured or\nwaived pursuant to Section 7.7, then and in every such case the holders of a\nmajority in aggregate principal amount of the Notes then outstanding, by written\nnotice to the Company and to the Trustee, may waive all defaults or Events of\nDefault and rescind and annul such declaration and its consequences; but no such\nwaiver or rescission and annulment shall extend to or shall affect any\nsubsequent default or Event of Default, or shall impair any right consequent\nthereon. The Company shall notify a Responsible Officer of the Trustee, promptly\n(and in any event within five Business Days) upon becoming aware thereof, of any\nEvent of Default.\n\n     In case the Trustee shall have proceeded to enforce any right under this\nIndenture and such proceedings shall have been discontinued or abandoned because\nof such waiver or rescission and annulment or for any other reason or shall have\nbeen determined adversely to the Trustee, then and in every such case the\nCompany, the holders of Notes, and the Trustee shall be restored respectively to\ntheir several positions and rights hereunder, and all rights, remedies and\npowers of the Company, the holders of Notes, and the Trustee shall continue as\nthough no such proceeding had been taken.\n\n     SECTION 7.2    PAYMENTS OF NOTES ON DEFAULT; SUIT THEREFOR. The Company\ncovenants that (a) in case default shall be made in the payment of any\ninstallment of interest or the Make-Whole Payment, if due and payable, upon any\nof the Notes as and when the same shall become due and payable, and such default\nshall have continued for a period of thirty (30) days, or (b) in case default\nshall be made in the payment of the principal of any of the Notes as and when\nthe same shall have become due and payable, whether at maturity of the Notes or\nin connection with any redemption, by or under this Indenture or otherwise,\nthen, upon demand of the Trustee, the Company will pay to the Trustee, for the\nbenefit of the holders of the Notes, the whole amount that then shall have\nbecome due and payable on all such Notes for principal or interest or the\nMake-Whole Payment, if due and payable, as the case may be, with interest upon\nthe overdue principal and (to the extent that payment of such interest is\nenforceable under applicable law) upon the overdue installments of interest or\nthe Make-Whole Payment, if due and payable, at the rate borne by the Notes; and,\nin addition thereto, such further amount as shall be sufficient to cover the\ncosts and expenses of collection, including reasonable compensation to the\nTrustee, its agents, attorneys and counsel, and all other amounts due the\nTrustee under Section 8.6. Until such demand by the Trustee, the Company may pay\nthe principal of, interest and Make-Whole Payment, if due and payable, on the\nNotes to the registered holders, whether or not the Notes are overdue.\n\n     In case the Company shall fail forthwith to pay such amounts upon such\ndemand, the Trustee, in its own name and as trustee of an express trust, shall\nbe entitled and empowered to institute any actions or proceedings at law or in\nequity for the collection of the sums so due and unpaid, and may prosecute any\nsuch action or proceeding to judgment or final decree, and may enforce any such\njudgment or final decree against the Company or any other obligor on the Notes\nand collect in the manner provided by law out of the property of the Company or\nany other obligor on the Notes wherever situated the monies adjudged or decreed\nto be payable.\n\n     In case there shall be pending proceedings for the bankruptcy or for the\nreorganization of the Company or any other obligor on the Notes under Title 11\nof the United States Code, or any other applicable law, or in case a receiver,\nassignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or\nsimilar official shall have been appointed for or taken possession of the\nCompany or such other obligor, the property of the Company or such other\nobligor, or in the case of any other judicial proceedings relative to the\nCompany or such other obligor upon the Notes, or to the creditors or property of\nthe Company or such other obligor, the Trustee, irrespective of whether \n\n                                       25\n   26\nthe principal of the Notes shall then be due and payable as therein expressed or\nby declaration or otherwise and irrespective of whether the Trustee shall have\nmade any demand pursuant to the provisions of this Section 7.2, shall be\nentitled and empowered, by intervention in such proceedings or otherwise, to\nfile and prove a claim or claims for the whole amount of principal, interest and\nthe Make-Whole Payment, if due and payable, owing and unpaid in respect of the\nNotes, and, in case of any judicial proceedings, to file such proofs of claim\nand other papers or documents as may be necessary or advisable in order to have\nthe claims of the Trustee and of the Noteholders allowed in such judicial\nproceedings relative to the Company or any other obligor on the Notes, its or\ntheir creditors, or its or their property, and to collect and receive any monies\nor other property payable or deliverable on any such claims, and to distribute\nthe same after the deduction of any amounts due the Trustee under Section 8.6;\nand any receiver, assignee or trustee in bankruptcy or reorganization,\nliquidator, custodian or similar official is hereby authorized by each of the\nNoteholders to make such payments to the Trustee, and, in the event that the\nTrustee shall consent to the making of such payments directly to the\nNoteholders, to pay to the Trustee any amount due it for reasonable\ncompensation, expenses, advances and disbursements, including counsel fees\nincurred by it up to the date of such distribution. To the extent that such\npayment of reasonable compensation, expenses, advances and disbursements out of\nthe estate in any such proceedings shall be denied for any reason, payment of\nthe same shall be secured by a lien on, and shall be paid out of, any and all\ndistributions, dividends, monies, securities and other property which the\nholders of the Notes may be entitled to receive in such proceedings, whether in\nliquidation or under any plan of reorganization or arrangement or otherwise.\n\n     All rights of action and of asserting claims under this Indenture, or under\nany of the Notes, may be enforced by the Trustee without the possession of any\nof the Notes, or the production thereof at any trial or other proceeding\nrelative thereto, and any such suit or proceeding instituted by the Trustee\nshall be brought in its own name as trustee of an express trust, and any\nrecovery of judgment shall, after provision for the payment of the reasonable\ncompensation, expenses, disbursements and advances of the Trustee, its agent and\ncounsel, be for the ratable benefit of the holders of the Notes.\n\n     In any proceedings brought by the Trustee (and in any proceedings involving\nthe interpretation of any provision of this Indenture to which the Trustee shall\nbe a party) the Trustee shall be held to represent all the holders of the Notes,\nand it shall not be necessary to make any holders of the Notes parties to any\nsuch proceedings.\n\n     SECTION 7.3    APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any monies\ncollected by the Trustee pursuant to this Article VII shall be applied in the\norder following, at the date or dates fixed by the Trustee for the distribution\nof such monies, upon presentation of the several Notes, and stamping thereon the\npayment, if only partially paid, and upon surrender thereof, if fully paid:\n\n          FIRST: To the payment of all amounts due the Trustee under Section\n     8.6;\n\n          SECOND: Subject to the provisions of Article IV, in case the\n     Make-Whole Payment shall have become due and be unpaid, to the payment of\n     the Make-Whole Payment, with interest (to the extent that such interest has\n     been collected by the Trustee) upon the overdue Make-Whole Payment at the\n     rate borne by the Notes, such payments to be made ratably to the Persons\n     entitled thereto;\n\n          THIRD: Subject to the provisions of Article IV, in case the principal\n     of the outstanding Notes shall not have become due and be unpaid, to the\n     payment of interest on the Notes in default in the order of the maturity of\n     the installments of such interest, with interest (to the extent that such\n     interest has been collected by the Trustee) upon the overdue installments\n     of interest at the rate borne by the Notes, such payments to be made\n     ratably to the Persons entitled thereto;\n\n          FOURTH: Subject to the provisions of Article IV, in case the principal\n     of the outstanding Notes shall have become due, by declaration or\n     otherwise, and be unpaid, to the payment of the whole amount then owing and\n     unpaid upon the Notes for principal and interest, with interest on the\n     overdue principal, (to the extent that such interest has been collected by\n     the Trustee) upon overdue installments of interest at the rate borne by the\n     Notes; and in case such monies shall be insufficient to pay in full the\n     whole amounts so due and unpaid upon the Notes, then to the payment of such\n     principal and interest without preference or priority of principal over\n     interest or of interest over principal or of any installment of interest\n     over any \n\n                                       26\n   27\n     other installment of interest, or of any Note over any other Note, ratably\n     to the aggregate of such principal and accrued and unpaid interest; and\n\n          FIFTH: Subject to the provisions of Article IV, to the payment of the\n     remainder, if any, to the Company.\n\n     SECTION 7.4    PROCEEDINGS BY NOTEHOLDER. No holder of any Note shall have\nany right by virtue of or by availing itself of any provision of this Indenture\nto institute any suit, action or proceeding in equity or at law upon or under or\nwith respect to this Indenture, or for the appointment of a receiver, trustee,\nliquidator, custodian or other similar official, or for any other remedy\nhereunder, unless such holder previously shall have given to the Trustee written\nnotice of an Event of Default and of the continuance thereof, as hereinbefore\nprovided, and unless also the holders of not less than twenty-five percent (25%)\nin aggregate principal amount of the Notes then outstanding shall have made\nwritten request upon the Trustee to institute such action, suit or proceeding in\nits own name as Trustee hereunder and shall have offered to the Trustee such\nindemnity as it may require against the costs, expenses and liabilities to be\nincurred therein or thereby, and the Trustee for sixty (60) days after its\nreceipt of such notice, request and offer of indemnity, shall have neglected or\nrefused to institute any such action, suit or proceeding and no direction\ninconsistent with such written request shall have been given to the Trustee\npursuant to Section 7.7; it being understood and intended, and being expressly\ncovenanted by the taker and holder of every Note with every other taker and\nholder and the Trustee, that no one or more holders of Notes shall have any\nright in any manner whatever by virtue of or by availing of any provision of\nthis Indenture to affect, disturb or prejudice the rights of any other holder of\nNotes, or to obtain or seek to obtain priority over or preference to any other\nsuch holder, or to enforce any right under this Indenture, except in the manner\nherein provided and for the equal, ratable and common benefit of all holders of\nNotes (except as otherwise provided herein). For the protection and enforcement\nof this Section 7.4, each and every Noteholder and the Trustee shall be entitled\nto such relief as can be given either at law or in equity.\n\n     Notwithstanding any other provision of this Indenture and any provision of\nany Note, the right of any holder of any Note to receive payment of the\nprincipal of (including the redemption price upon redemption pursuant to Article\nIII), and accrued interest and the Make-Whole Payment, if due and payable on,\nsuch Note, on or after the respective due dates expressed in such Note or in the\nevent of redemption, or to institute suit for the enforcement of any such\npayment on or after such respective dates against the Company shall not be\nimpaired or affected without the consent of such holder.\n\n     Anything in this Indenture or the Notes to the contrary notwithstanding,\nthe holder of any Note, without the consent of either the Trustee or the holder\nof any other Note, in its own behalf and for its own benefit, may enforce, and\nmay institute and maintain any proceeding suitable to enforce, its rights of\nconversion as provided herein.\n\n     SECTION 7.5    PROCEEDINGS BY TRUSTEE. In case of an Event of Default, the\nTrustee may, in its discretion, proceed to protect and enforce the rights vested\nin it by this Indenture by such appropriate judicial proceedings as are\nnecessary to protect and enforce any of such rights, either by suit in equity or\nby action at law or by proceeding in bankruptcy or otherwise, whether for the\nspecific enforcement of any covenant or agreement contained in this Indenture or\nin aid of the exercise of any power granted in this Indenture, or to enforce any\nother legal or equitable right vested in the Trustee by this Indenture or by\nlaw.\n\n     SECTION 7.6    REMEDIES CUMULATIVE AND CONTINUING. Except as provided in\nSection 2.6, all powers and remedies given by this Article VII to the Trustee or\nto the Noteholders shall, to the extent permitted by law, be deemed cumulative\nand not exclusive of any thereof or of any other powers and remedies available\nto the Trustee or the holders of the Notes, by judicial proceedings or\notherwise, to enforce the performance or observance of the covenants and\nagreements contained in this Indenture, and no delay or omission of the Trustee\nor of any holder of any of the Notes to exercise any right or power accruing\nupon any default or Event of Default occurring and continuing as aforesaid shall\nimpair any such right or power, or shall be construed to be a waiver of any such\ndefault or any acquiescence therein; and, subject to the provisions of Section\n7.4, every power and remedy given by this Article VII or by law to the Trustee\nor to the Noteholders may be exercised from time to time, and as often as shall\nbe deemed expedient, by the Trustee or by the Noteholders.\n\n                                       27\n   28\n     SECTION 7.7    DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY\nOF NOTEHOLDERS. The holders of a majority in aggregate principal amount of the\nNotes at the time outstanding determined in accordance with Section 9.4 shall\nhave the right to direct the time, method and place of conducting any proceeding\nfor any remedy available to the Trustee or exercising any trust or power\nconferred on the Trustee; provided, however, that (a) such direction shall not\nbe in conflict with any rule of law or with this Indenture, (b) the Trustee may\ntake any other action which is not inconsistent with such direction and (c) the\nTrustee may decline to take any action that would benefit some Noteholder to the\ndetriment of other Noteholders. The holders of a majority in aggregate principal\namount of the Notes at the time outstanding determined in accordance with\nSection 9.4 may, on behalf of the holders of all of the Notes, waive any past\ndefault or Event of Default hereunder and its consequences except (i) a default\nin the payment of interest on, or the principal of the Notes, (ii) a failure by\nthe Company to convert any Notes into Common Stock, (iii) a default in the\npayment of redemption price pursuant to Article III or a default in the payment\nof the Make-Whole Payment pursuant to Article XV or (iv) a default in respect of\na covenant or provisions hereof which under Article XI cannot be modified or\namended without the consent of the holders of each or all Notes then outstanding\nor affected thereby. Upon any such waiver, the Company, the Trustee and the\nholders of the Notes shall be restored to their former positions and rights\nhereunder; but no such waiver shall extend to any subsequent or other default or\nEvent of Default or impair any right consequent thereon. Whenever any default or\nEvent of Default hereunder shall have been waived as permitted by this Section\n7.7, said default or Event of Default shall for all purposes of the Notes and\nthis Indenture be deemed to have been cured and to be not continuing; but no\nsuch waiver shall extend to any subsequent or other default or Event of Default\nor impair any right consequent thereon.\n\n     SECTION 7.8    NOTICE OF DEFAULTS. The Trustee shall, within ninety (90)\ndays after a Responsible Officer of the Trustee has actual knowledge of the\noccurrence of a default, mail to all Noteholders, as the names and addresses of\nsuch holders appear upon the Note register, notice of all defaults actually\nknown to a Responsible Officer, unless such defaults shall have been cured or\nwaived before the giving of such notice; and provided that, except in the case\nof default in the payment of the principal of, or interest or Make-Whole\nPayment, if due and payable on, any of the Notes, the Trustee shall be protected\nin withholding such notice if and so long as a trust committee of directors\nand\/or Responsible Officers of the Trustee in good faith determines that the\nwithholding of such notice is in the interests of the Noteholders.\n\n     SECTION 7.9    UNDERTAKING TO PAY COSTS. All parties to this Indenture\nagree, and each holder of any Note by his acceptance thereof shall be deemed to\nhave agreed, that any court may, in its discretion, require, in any suit for the\nenforcement of any right or remedy under this Indenture, or in any suit against\nthe Trustee for any action taken or omitted by it as Trustee, the filing by any\nparty litigant in such suit of an undertaking to pay the costs of such suit and\nthat such court may in its discretion assess reasonable costs, including\nreasonable attorneys' fees and expenses, against any party litigant in such\nsuit, having due regard to the merits and good faith of the claims or defenses\nmade by such party litigant; provided that the provisions of this Section 7.9\n(to the extent permitted by law) shall not apply to any suit instituted by the\nTrustee, to any suit instituted by any Noteholder, or group of Noteholders,\nholding in the aggregate more than ten percent in principal amount of the Notes\nat the time outstanding determined in accordance with Section 9.4, or to any\nsuit instituted by any Noteholder for the enforcement of the payment of the\nprincipal of, or interest or Make-Whole Payment, if due and payable, on, any\nNote on or after the due date expressed in such Note or to any suit for the\nenforcement of the right to convert any Note in accordance with the provisions\nof Article XV.\n\n\n                                  ARTICLE VIII\n\n                             CONCERNING THE TRUSTEE\n\n     SECTION 8.1    DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior\nto the occurrence of an Event of Default and after the curing of all Events of\nDefault which may have occurred, undertakes to perform such duties and only such\nduties as are specifically set forth in this Indenture. In case an Event of\nDefault has occurred (which has not been cured or waived), the Trustee shall\nexercise such of the rights and powers vested in it by this\n\n                                       28\n   29\nIndenture, and use the same degree of care and skill in their exercise, as a\nprudent man would exercise or use under the circumstances in the conduct of his\nown affairs.\n\n     No provision of this Indenture shall be construed to relieve the Trustee\nfrom liability for its own negligent action, its own negligent failure to act or\nits own willful misconduct, except that\n\n          (a)  prior to the occurrence of an Event of Default and after the\ncuring or waiving of all Events of Default which may have occurred:\n\n               (1)  the duties and obligations of the Trustee shall be \ndetermined solely by the express provisions of this Indenture and the Trust\nIndenture Act, and the Trustee shall not be liable except for the performance of\nsuch duties and obligations as are specifically set forth in this Indenture and\nno implied covenants or obligations shall be read into this Indenture and the\nTrust Indenture Act against the Trustee; and\n\n               (2)  in the absence of bad faith and willful misconduct on the\npart of the Trustee, the Trustee may conclusively rely as to the truth of the\nstatements and the correctness of the opinions expressed therein, upon any\ncertificates or opinions furnished to the Trustee and conforming to the\nrequirements of this Indenture; but, in the case of any such certificates or\nopinions which by any provisions hereof are specifically required to be\nfurnished to the Trustee, the Trustee shall be under a duty to examine the same\nto determine whether or not they conform to the requirement of this Indenture\nbut need not confirm or investigate the accuracy of any mathematical\ncalculations or other facts stated therein;\n\n          (b)  the Trustee shall not be liable for any error of judgment made in\ngood faith by a Responsible Officer or Officers of the Trustee, unless the\nTrustee was negligent in ascertaining the pertinent facts;\n\n          (c)  the Trustee shall not be liable with respect to any action taken\nor omitted to be taken by it in good faith in accordance with the written\ndirection of the holders of not less than a majority in principal amount of the\nNotes at the time outstanding determined as provided in Section 9.4 relating to\nthe time, method and place of conducting any proceeding for any remedy available\nto the Trustee, or exercising any trust or power conferred upon the Trustee,\nunder this Indenture;\n\n          (d)  whether or not therein provided, every provision of this\nIndenture relating to the conduct or affecting the liability of, or affording\nprotection to, the Trustee shall be subject to the provisions of this Section\n8.1;\n\n          (e)  the Trustee shall not be liable in respect of any payment (as to\nthe correctness of amount, entitlement to receive or any other matters relating\nto payment) or notice effected by the Company or any paying agent or any records\nmaintained by any co-registrar with respect to the Notes; and\n\n          (f)  if any party fails to deliver a notice relating to an event the\nfact of which, pursuant to this Indenture, requires notice to be sent to the\nTrustee, the Trustee may conclusively rely on its failure to receive such notice\nas reason to act as if no such event occurred.\n\n     None of the provisions contained in this Indenture shall require the\nTrustee to expend or risk its own funds or otherwise incur personal financial\nliability in the performance of any of its duties or in the exercise of any of\nits rights or powers, if there is reasonable ground for believing that the\nrepayment of such funds or adequate indemnity against such risk or liability is\nnot reasonably assured to it. \n\n     SECTION 8.2    RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise\nprovided in Section 8.1:\n\n          (a)  the Trustee may conclusively rely and shall be fully protected in\nacting upon any resolution, certificate, statement, instrument, opinion, report,\nnotice, request, consent, order, bond, debenture, note, coupon or other paper or\ndocument (whether in its original or facsimile form) believed by it in good\nfaith to be genuine and to have been signed or presented by the proper party or\nparties;\n\n                                       29\n   30\n          (b)  any request, direction, order or demand of the Company mentioned\nherein shall be sufficiently evidenced by an Officers' Certificate (unless other\nevidence in respect thereof be herein specifically prescribed); and any\nresolution of the Board of Directors may be evidenced to the Trustee by a copy\nthereof certified by the Secretary or an Assistant Secretary of the Company;\n\n          (c)  the Trustee may consult with counsel of its own selection and any\nadvice or Opinion of Counsel shall be full and complete authorization and\nprotection in respect of any action taken or omitted by it hereunder in good\nfaith and in accordance with such advice or Opinion of Counsel;\n\n          (d)  the Trustee shall be under no obligation to exercise any of the\nrights or powers vested in it by this Indenture at the request, order or\ndirection of any of the Noteholders pursuant to the provisions of this\nIndenture, unless such Noteholders shall have offered to the Trustee security or\nindemnity satisfactory to it against the costs, expenses and liabilities which\nmay be incurred therein or thereby;\n\n          (e)  the Trustee shall not be bound to make any investigation into the\nfacts or matters stated in any resolution, certificate, statement, instrument,\nopinion, report, notice, request, direction, consent, order, bond, debenture or\nother paper or document, but the Trustee, in its discretion, may make such\nfurther inquiry or investigation into such facts or matters as it may see fit,\nand, if the Trustee shall determine to make such further inquiry or\ninvestigation, it shall be entitled to examine the books, records and premises\nof the Company, personally or by agent or attorney at the expense of the Company\nand shall incur no liability or additional liability of any kind by reason of\nsuch inquiry or investigation;\n\n          (f)  the Trustee may execute any of the trusts or powers hereunder or\nperform any duties hereunder either directly or by or through agents or\nattorneys and the Trustee shall not be responsible for any misconduct or\nnegligence on the part of any agent or attorney appointed by it with due care\nhereunder; and\n\n          (g)  the Trustee shall not be charged with knowledge of any default,\nEvent of Default or Fundamental Change unless either (1) a Responsible Officer\nshall have actual knowledge of such default, Event of Default or Fundamental\nChange or (2) written notice of such default, Event of Default or Fundamental\nChange shall have been given to a Responsible Officer of the Trustee by the\nCompany or any other obligor on the Notes or by any holder of the Notes.\n\n          (h)  the rights, privileges, protections, immunities and benefits\ngiven to the Trustee, including, without limitation, its right to be\nindemnified, are extended to, and shall be enforceable by, the Trustee in each\nof its capacities hereunder, and to each agent, custodian and other Person\nemployed to act hereunder.\n\n     SECTION 8.3    NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained\nherein and in the Notes (except in the Trustee's certificate of authentication)\nshall be taken as the statements of the Company, and the Trustee assumes no\nresponsibility for the correctness of the same. The Trustee makes no\nrepresentations as to the validity or sufficiency of this Indenture or of the\nNotes. The Trustee shall not be accountable for the use or application by the\nCompany of any Notes or the proceeds of any Notes authenticated and delivered by\nthe Trustee in conformity with the provisions of this Indenture.\n\n     SECTION 8.4    TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY\nOWN NOTES. The Trustee, any paying agent, any conversion agent or Note\nregistrar, in its individual or any other capacity, may become the owner or\npledgee of Notes with the same rights it would have if it were not Trustee,\npaying agent, conversion agent or Note registrar.\n\n     SECTION 8.5    MONIES TO BE HELD IN TRUST. Subject to the provisions of\nSection 13.4 and Section 4.2, all monies received by the Trustee shall, until\nused or applied as herein provided, be held in trust for the purposes for which\nthey were received. Money held by the Trustee in trust hereunder need not be\nsegregated from other funds except to the extent required by law. The Trustee\nshall be under no liability for interest on any money received by it hereunder\nexcept as may be agreed in writing from time to time by the Company and the\nTrustee.\n\n                                       30\n   31\n     SECTION 8.6    COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants\nand agrees to pay to the Trustee from time to time, and the Trustee shall be\nentitled to, compensation for all services rendered by it hereunder in any\ncapacity (which shall not be limited by any provision of law in regard to the\ncompensation of a trustee of an express trust) as mutually agreed to from time\nto time in writing between the Company and the Trustee, and the Company will pay\nor reimburse the Trustee upon its request for all expenses, disbursements and\nadvances reasonably incurred or made by the Trustee in accordance with any of\nthe provisions of this Indenture (including the reasonable compensation and the\nexpenses and disbursements of its counsel and of all Persons not regularly in\nits employ) except any such expense, disbursement or advance as may arise from\nits negligence or willful misconduct. The Company also covenants to fully\nindemnify the Trustee (or any officer, director or employee of the Trustee) and\nany predecessor Trustee, in any capacity under this Indenture and its agents and\nany authenticating agent for, and to hold them harmless against, any and all\nloss, liability, claim, damage or expense (including taxes other than taxes\nbased on the income of the Trustee) incurred without negligence or willful\nmisconduct on the part of the Trustee or such officers, directors, employees and\nagent or authenticating agent, as the case may be, and arising out of or in\nconnection with the acceptance or administration of this trust or in any other\ncapacity hereunder, including the costs and expenses of defending themselves\nagainst any claim of liability in the premises. The obligations of the Company\nunder this Section 8.6 to compensate or indemnify the Trustee and to pay or\nreimburse the Trustee for expenses, disbursements and advances shall be secured\nby a lien prior to that of the Notes upon all property and funds held or\ncollected by the Trustee as such, except funds held in trust for the benefit of\nthe holders of particular Notes. The obligation of the Company under this\nSection shall survive the resignation or removal of the Trustee and the\nsatisfaction and discharge of this Indenture.\n\n     When the Trustee and its agents and any authenticating agent incur expenses\nor render services after an Event of Default specified in Section 7.1(d) or (e)\nwith respect to the Company occurs, the expenses and the compensation for the\nservices are intended to constitute expenses of administration under any\nbankruptcy, insolvency or similar laws.\n\n     SECTION 8.7    OFFICERS' CERTIFICATE AS EVIDENCE. Except as otherwise\nprovided in Section 8.1, whenever in the administration of the provisions of\nthis Indenture the Trustee shall deem it necessary or desirable that a matter be\nproved or established prior to taking or omitting any action hereunder, such\nmatter (unless other evidence in respect thereof be herein specifically\nprescribed) may, in the absence of negligence or willful misconduct on the part\nof the Trustee, be deemed to be conclusively proved and established by an\nOfficers' Certificate delivered to the Trustee.\n\n     SECTION 8.8    CONFLICTING INTERESTS OF TRUSTEE. If the Trustee has or\nshall acquire a conflicting interest within the meaning of the Trust Indenture\nAct, the Trustee shall either eliminate such interest or resign, to the extent\nand in the manner provided by, and subject to the provisions of, the Trust\nIndenture Act and this Indenture.\n\n     SECTION 8.9    ELIGIBILITY OF TRUSTEE. There shall at all times be a\nTrustee hereunder which shall be a Person that is eligible pursuant to the Trust\nIndenture Act to act as such and has a combined capital and surplus of at least\n$50,000,000 (or if such Person is a member of a bank holding company system, its\nbank holding company shall have a combined capital and surplus of at least\n$50,000,000). If such Person publishes reports of condition at least annually,\npursuant to law or to the requirements of any supervising or examining\nauthority, then for the purposes of this Section 8.9, the combined capital and\nsurplus of such Person shall be deemed to be its combined capital and surplus as\nset forth in its most recent report of condition so published. If at any time\nthe Trustee shall cease to be eligible in accordance with the provisions of this\nSection 8.9, it shall resign immediately in the manner and with the effect\nhereinafter specified in this Article VIII.\n\n     SECTION 8.10   RESIGNATION OR REMOVAL OF TRUSTEE.\n\n          (a)  The Trustee may at any time resign by giving written notice of\nsuch resignation to the Company and to the holders of Notes. Upon receiving such\nnotice of resignation, the Company shall promptly appoint a successor trustee by\nwritten instrument, in duplicate, executed by order of the Board of Directors,\none copy of which instrument shall be delivered to the resigning Trustee and one\ncopy to the successor trustee. If no successor trustee shall have been so\nappointed and have accepted appointment sixty (60) days after the mailing of\n\n                                       31\n   32\nsuch notice of resignation to the Noteholders, the resigning Trustee may\npetition, at the expense of the Company, any court of competent jurisdiction for\nthe appointment of a successor trustee, or, if any Noteholder who has been a\nbona fide holder of a Note or Notes for at least six (6) months may, subject to\nthe provisions of Section 7.9, on behalf of himself and all others similarly\nsituated, petition any such court for the appointment of a successor trustee.\nSuch court may thereupon, after such notice, if any, as it may deem proper and\nprescribe, appoint a successor trustee.\n\n          (b)  In case at any time any of the following shall occur:\n\n               (1)  the Trustee shall fail to comply with Section 8.8 \nafterwritten request therefor by the Company or by any Noteholder who has been a\nbona fide holder of a Note or Notes for at least six (6) months; or\n\n               (2)  the Trustee shall cease to be eligible in accordance with\nthe provisions of Section 8.9 and shall fail to resign after written request\ntherefor by the Company or by any such Noteholder, or\n\n               (3)  the Trustee shall become incapable of acting, or shall be\nadjudged a bankrupt or insolvent, or a receiver of the Trustee or of its\nproperty shall be appointed, or any public officer shall take charge or control\nof the Trustee or of its property or affairs for the purpose of rehabilitation,\nconservation or liquidation;\n\nthen, in any such case, the Company may remove the Trustee and appoint a\nsuccessor trustee by written instrument, in duplicate, executed by order of the\nBoard of Directors, one copy of which instrument shall be delivered to the\nTrustee so removed and one copy to the successor trustee, or, subject to the\nprovisions of Section 7.9, any Noteholder who has been a bona fide holder of a\nNote or Notes for at least six (6) months may, on behalf of himself and all\nothers similarly situated, petition any court of competent jurisdiction for the\nremoval of the Trustee and the appointment of a successor trustee; provided\nthat, if no successor Trustee shall have been appointed and have accepted\nappointment sixty (60) days after either the Company or the Noteholders has\nremoved the Trustee, the Trustee so removed may petition, at the expense of the\nCompany, any court of competent jurisdiction for an appointment of a successor\ntrustee. Such court may thereupon, after such notice, if any, as it may deem\nproper and prescribe, remove the Trustee and appoint a successor trustee.\n\n          (c)  The holders of a majority in aggregate principal amount of the\nNotes at the time outstanding may at any time remove the Trustee and nominate a\nsuccessor trustee which shall be deemed appointed as successor trustee unless,\nwithin ten (10) days after notice to the Company of such nomination, the Company\nobjects thereto, in which case the Trustee so removed or any Noteholder, or if\nsuch Trustee so removed or any Noteholder fails to act, the Company, upon the\nterms and conditions and otherwise as in Section 8.10(a) provided, may petition\nany court of competent jurisdiction for an appointment of a successor trustee.\n\n          (d)  Any resignation or removal of the Trustee and appointment of a\nsuccessor trustee pursuant to any of the provisions of this Section 8.10 shall\nbecome effective upon acceptance of appointment by the successor trustee as\nprovided in Section 8.11.\n\n     SECTION 8.11   ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee\nappointed as provided in Section 8.10 shall execute, acknowledge and deliver to\nthe Company and to its predecessor trustee an instrument accepting such\nappointment hereunder, and thereupon the resignation or removal of the\npredecessor trustee shall become effective and such successor trustee, without\nany further act, deed or conveyance, shall become vested with all the rights,\npowers, duties and obligations of its predecessor hereunder, with like effect as\nif originally named as trustee herein; but, nevertheless, on the written request\nof the Company or of the successor trustee, the trustee ceasing to act shall,\nupon payment of any amount then due it and its agents and counsel pursuant to\nthe provisions of Section 8.6, execute and deliver an instrument transferring to\nsuch successor trustee all the rights and powers of the trustee so ceasing to\nact. Upon request of any such successor trustee, the Company shall execute any\nand all instruments in writing for more fully and certainly vesting in and\nconfirming to such successor trustee all such rights and powers. Any trustee\nceasing to act shall, nevertheless, retain a lien upon all property and funds\nheld or collected by such trustee as such, except for funds held in trust for\nthe benefit of holders of particular Notes, to secure any amounts then due it\npursuant to the provisions of Section 8.6.\n\n                                       32\n   33\n     No successor trustee shall accept appointment as provided in this Section\n8.11 unless, at the time of such acceptance, such successor trustee shall be\nqualified under the provisions of Section 8.8 and be eligible under the\nprovisions of Section 8.9.\n\n     Upon acceptance of appointment by a successor trustee as provided in this\nSection 8.11, the Company (or the former trustee, at the expense of and at the\nwritten direction of the Company) shall mail or cause to be mailed notice of the\nsuccession of such trustee hereunder to the holders of Notes at their addresses\nas they shall appear on the Note register. If the Company fails to mail such\nnotice within ten (10) days after acceptance of appointment by the successor\ntrustee, the successor trustee shall cause such notice to be mailed at the\nexpense of the Company.\n\n     SECTION 8.12   SUCCESSION BY MERGER, ETC. Any corporation into which the\nTrustee may be merged or converted or with which it may be consolidated, or any\ncorporation resulting from any merger, conversion or consolidation to which the\nTrustee shall be a party, or any corporation succeeding to all or substantially\nall of the corporate trust business of the Trustee (including any trust created\nby this Indenture), shall be the successor to the Trustee hereunder without the\nexecution or filing of any paper or any further act on the part of any of the\nparties hereto, provided that, in the case of any corporation succeeding to all\nor substantially all of the corporate trust business of the Trustee, such\ncorporation shall be qualified under the provisions of Section 8.8 and eligible\nunder the provisions of Section 8.9.\n\n     In case at the time such successor to the Trustee shall succeed to the\ntrusts created by this Indenture, any of the Notes shall have been authenticated\nbut not delivered, any such successor to the Trustee may adopt the certificate\nof authentication of any predecessor trustee or authenticating agent appointed\nby such predecessor trustee, and deliver such Notes so authenticated; and in\ncase at that time any of the Notes shall not have been authenticated, any\nsuccessor to the Trustee or any authenticating agent appointed by such successor\ntrustee may authenticate such Notes in the name of the successor trustee; and in\nall such cases such certificates shall have the full force that is provided in\nthe Notes or in this Indenture; provided, however, that the right to adopt the\ncertificate of authentication of any predecessor Trustee or authenticate Notes\nin the name of any predecessor Trustee shall apply only to its successor or\nsuccessors by merger, conversion or consolidation.\n\n     SECTION 8.13   PREFERENTIAL COLLECTION OF CLAIMS. If and when the Trustee\nshall be or become a creditor of the Company (or any other obligor upon the\nNotes), the Trustee shall be subject to the provisions of the Trust Indenture\nAct regarding the collection of the claims against the Company (or any such\nother obligor).\n\n     SECTION 8.14   TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY. Any\napplication by the Trustee for written instructions from the Company (other than\nwith regard to any action proposed to be taken or omitted to be taken by the\nTrustee that affects the rights of the holders of the Notes or holders of Senior\nIndebtedness under this Indenture, including, without limitation, under Article\nIV) may, at the option of the Trustee, set forth in writing any action proposed\nto be taken or omitted by the Trustee under this Indenture and the date on\nand\/or after which such action shall be taken or such omission shall be\neffective. The Trustee shall not be liable for any action taken by, or omission\nof, the Trustee in accordance with a proposal included in such application on or\nafter the date specified in such application (which date shall not be less than\nthree (3) Business Days after the date any officer of the Company actually\nreceives such application, unless any such officer shall have consented in\nwriting to any earlier date) unless prior to taking any such action (or the\neffective date in the case of an omission), the Trustee shall have received\nwritten instructions in response to such application specifying the action to be\ntaken or omitted.\n\n\n                                   ARTICLE IX\n\n                           CONCERNING THE NOTEHOLDERS\n\n     SECTION 9.1    ACTION BY NOTEHOLDERS. Whenever in this Indenture it is\nprovided that the holders of a specified percentage in aggregate principal\namount of the Notes may take any action (including the making of any demand or\nrequest, the giving of any notice, consent or waiver or the taking of any other\naction), the fact that at the \n\n                                       33\n   34\ntime of taking any such action, the holders of such specified percentage have\njoined therein may be evidenced (a) by any instrument or any number of\ninstruments of similar tenor executed by Noteholders in person or by agent or\nproxy appointed in writing, or (b) by the record of the holders of Notes voting\nin favor thereof at any meeting of Noteholders duly called and held in\naccordance with the provisions of Article X, or (c) by a combination of such\ninstrument or instruments and any such record of such a meeting of Noteholders.\nWhenever the Company or the Trustee solicits the taking of any action by the\nholders of the Notes, the Company or the Trustee may fix in advance of such\nsolicitation, a date as the record date for determining holders entitled to take\nsuch action. The record date shall be not more than fifteen (15) days prior to\nthe date of commencement of solicitation of such action.\n\n     SECTION 9.2    PROOF OF EXECUTION BY NOTEHOLDERS. Subject to the provisions\nof Sections 8.1, 8.2 and 10.5, proof of the execution of any instrument by a\nNoteholder or its agent or proxy shall be sufficient if made in accordance with\nsuch reasonable rules and regulations as may be prescribed by the Trustee or in\nsuch manner as shall be satisfactory to the Trustee. The holding of Notes shall\nbe proved by the registry of such Notes or by a certificate of the Note\nregistrar.\n\n     The record of any Noteholders' meeting shall be proved in the manner\nprovided in Section 10.6.\n\n     SECTION 9.3    WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee,\nany paying agent, any conversion agent and any Note registrar may deem the\nPerson in whose name such Note shall be registered upon the Note register to be,\nand may treat it as, the absolute owner of such Note (whether or not such Note\nshall be overdue and notwithstanding any notation of ownership or other writing\nthereon) for the purpose of receiving payment of or on account of the principal\nof, and interest and Make-Whole Payment, if any, on, such Note, for conversion\nof such Note and for all other purposes; and neither the Company nor the Trustee\nnor any paying agent nor any conversion agent nor any Note registrar shall be\naffected by any notice to the contrary. All such payments so made to any holder\nfor the time being, or upon his order, shall be valid, and, to the extent of the\nsum or sums so paid, effectual to satisfy and discharge the liability for monies\npayable upon any such Note.\n\n     SECTION 9.4    COMPANY-OWNED NOTES DISREGARDED. In determining whether the\nholders of the requisite aggregate principal amount of Notes have concurred in\nany direction, consent, waiver or other action under this Indenture, Notes which\nare owned by the Company or any other obligor on the Notes or any Affiliate of\nthe Company or any other obligor on the Notes shall be disregarded and deemed\nnot to be outstanding for the purpose of any such determination; provided that,\nfor the purposes of determining whether the Trustee shall be protected in\nrelying on any such direction, consent, waiver or other action, only Notes which\na Responsible Officer actually knows are so owned shall be so disregarded. Notes\nso owned which have been pledged in good faith may be regarded as outstanding\nfor the purposes of this Section 9.4 if the pledgee shall establish to the\nsatisfaction of the Trustee the pledgee's right to vote such Notes and that the\npledgee is not the Company, any other obligor on the Notes or any Affiliate of\nthe Company or any such other obligor. In the case of a dispute as to such\nright, any decision by the Trustee taken upon the advice of counsel shall be\nfull protection to the Trustee. Upon request of the Trustee, the Company shall\nfurnish to the Trustee promptly an Officers' Certificate listing and identifying\nall Notes, if any, known by the Company to be owned or held by or for the\naccount of any of the above described Persons; and, subject to Section 8.1, the\nTrustee shall be entitled to accept such Officers' Certificate as conclusive\nevidence of the facts therein set forth and of the fact that all Notes not\nlisted therein are outstanding for the purpose of any such determination.\n\n     SECTION 9.5    REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time\nprior to (but not after) the evidencing to the Trustee, as provided in Section\n9.1, of the taking of any action by the holders of the percentage in aggregate\nprincipal amount of the Notes specified in this Indenture in connection with\nsuch action, any holder of a Note which is shown by the evidence to be included\nin the Notes the holders of which have consented to such action may, by filing\nwritten notice with the Trustee at its Corporate Trust Office and upon proof of\nholding as provided in Section 9.2, revoke such action so far as concerns such\nNote. Except as aforesaid, any such action taken by the holder of any Note shall\nbe conclusive and binding upon such holder and upon all future holders and\nowners of such Note and of any Notes issued in exchange or substitution\ntherefor, irrespective of whether any notation in regard thereto is made upon\nsuch Note or any Note issued in exchange or substitution therefor.\n\n                                       34\n   35\n                                    ARTICLE X\n\n                              NOTEHOLDERS' MEETINGS\n\n     SECTION 10.1   PURPOSE OF MEETINGS. A meeting of Noteholders may be called\nat any time and from time to time pursuant to the provisions of this Article X\nfor any of the following purposes:\n\n                    (1)  to give any notice to the Company or to the Trustee or\nto give any directions to the Trustee permitted under this Indenture, or to\nconsent to the waiving of any default or Event of Default hereunder and its\nconsequences, or to take any other action authorized to be taken by Noteholders\npursuant to any of the provisions of Article VII;\n\n                    (2)  to remove the Trustee and nominate a successor trustee\npursuant to the provisions of Article VIII;\n\n                    (3)  to consent to the execution of an indenture or\nindentures supplemental hereto pursuant to the provisions of Section 11.2; or\n\n                    (4)  to take any other action authorized to be taken by or\non behalf of the holders of any specified aggregate principal amount of the\nNotes under any other provision of this Indenture or under applicable law.\n\n     SECTION 10.2   CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time\ncall a meeting of Noteholders to take any action specified in Section 10.1, to\nbe held at such time and at such place as the Trustee shall determine. Notice of\nevery meeting of the Noteholders, setting forth the time and the place of such\nmeeting and in general terms the action proposed to be taken at such meeting and\nthe establishment of any record date pursuant to Section 9.1, shall be mailed to\nholders of Notes at their addresses as they shall appear on the Note register.\nSuch notice shall also be mailed to the Company. Such notices shall be mailed\nnot less than twenty (20) nor more than ninety (90) days prior to the date fixed\nfor the meeting.\n\n     Any meeting of Noteholders shall be valid without notice if the holders of\nall Notes then outstanding are present in person or by proxy or if notice is\nwaived before or after the meeting by the holders of all Notes outstanding, and\nif the Company and the Trustee are either present by duly authorized\nrepresentatives or have, before or after the meeting, waived notice.\n\n     SECTION 10.3   CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. In case at any\ntime the Company, pursuant to a resolution of its Board of Directors, or the\nholders of at least ten percent (10%) in aggregate principal amount of the Notes\nthen outstanding, shall have requested the Trustee to call a meeting of\nNoteholders, by written request setting forth in reasonable detail the action\nproposed to be taken at the meeting, and the Trustee shall not have mailed the\nnotice of such meeting within twenty (20) days after receipt of such request,\nthen the Company or such Noteholders may determine the time and the place for\nsuch meeting and may call such meeting to take any action authorized in Section\n10.1, by mailing notice thereof as provided in Section 10.2.\n\n     SECTION 10.4   QUALIFICATIONS FOR VOTING. To be entitled to vote at any\nmeeting of Noteholders a person shall (a) be a holder of one or more Notes on\nthe record date pertaining to such meeting or (b) be a person appointed by an\ninstrument in writing as proxy by a holder of one or more Notes on the record\ndate pertaining to such meeting. The only persons who shall be entitled to be\npresent or to speak at any meeting of Noteholders shall be the persons entitled\nto vote at such meeting and their counsel and any representatives of the Trustee\nand its counsel and any representatives of the Company and its counsel.\n\n     SECTION 10.5   REGULATIONS. Notwithstanding any other provisions of this\nIndenture, the Trustee may make such reasonable regulations as it may deem\nadvisable for any meeting of Noteholders, in regard to proof of the holding of\nNotes and of the appointment of proxies, and in regard to the appointment and\nduties of inspectors \n\n                                       35\n   36\nof votes, the submission and examination of proxies, certificates and other\nevidence of the right to vote, and such other matters concerning the conduct of\nthe meeting as it shall think fit.\n\n     The Trustee shall, by an instrument in writing, appoint a temporary\nchairman of the meeting, unless the meeting shall have been called by the\nCompany or by Noteholders as provided in Section 10.3, in which case the Company\nor the Noteholders calling the meeting, as the case may be, shall in like manner\nappoint a temporary chairman. A permanent chairman and a permanent secretary of\nthe meeting shall be elected by vote of the holders of a majority in principal\namount of the Notes represented at the meeting and entitled to vote at the\nmeeting.\n\n     Subject to the provisions of Section 9.4, at any meeting each Noteholder or\nproxyholder shall be entitled to one vote for each E1,000 principal amount of\nNotes held or represented by him; provided, however, that no vote shall be cast\nor counted at any meeting in respect of any Note challenged as not outstanding\nand ruled by the chairman of the meeting to be not outstanding. The chairman of\nthe meeting shall have no right to vote other than by virtue of Notes held by\nhim or instruments in writing as aforesaid duly designating him as the proxy to\nvote on behalf of other Noteholders. Any meeting of Noteholders duly called\npursuant to the provisions of Section 10.2 or 10.3 may be adjourned from time to\ntime by the holders of a majority of the aggregate principal amount of Notes\nrepresented at the meeting, whether or not constituting a quorum, and the\nmeeting may be held as so adjourned without further notice.\n\n     SECTION 10.6   VOTING. The vote upon any resolution submitted to any\nmeeting of Noteholders shall be by written ballot on which shall be subscribed\nthe signatures of the holders of Notes or of their representatives by proxy and\nthe principal amount of the Notes held or represented by them. The permanent\nchairman of the meeting shall appoint two inspectors of votes who shall count\nall votes cast at the meeting for or against any resolution and who shall make\nand file with the secretary of the meeting their verified written reports in\nduplicate of all votes cast at the meeting. A record in duplicate of the\nproceedings of each meeting of Noteholders shall be prepared by the secretary of\nthe meeting and there shall be attached to said record the original reports of\nthe inspectors of votes on any vote by ballot taken thereat and affidavits by\none or more persons having knowledge of the facts setting forth a copy of the\nnotice of the meeting and showing that said notice was mailed as provided in\nSection 10.2. The record shall show the principal amount of the Notes voting in\nfavor of or against any resolution. The record shall be signed and verified by\nthe affidavits of the permanent chairman and secretary of the meeting and one of\nthe duplicates shall be delivered to the Company and the other to the Trustee to\nbe preserved by the Trustee, the latter to have attached thereto the ballots\nvoted at the meeting.\n\n     Any record so signed and verified shall be conclusive evidence of the\nmatters therein stated.\n\n     SECTION 10.7   NO DELAY OF RIGHTS BY MEETING. Nothing contained in this\nArticle X shall be deemed or construed to authorize or permit, by reason of any\ncall of a meeting of Noteholders or any rights expressly or impliedly conferred\nhereunder to make such call, any hindrance or delay in the exercise of any right\nor rights conferred upon or reserved to the Trustee or to the Noteholders under\nany of the provisions of this Indenture or of the Notes.\n\n\n                                   ARTICLE XI\n\n                             SUPPLEMENTAL INDENTURES\n\n     SECTION 11.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. The\nCompany, when authorized by the resolutions of the Board of Directors, and the\nTrustee may, from time to time, and at any time enter into an indenture or\nindentures supplemental hereto for one or more of the following purposes:\n\n          (a)  to make provision with respect to the conversion rights of the \nholders of Notes pursuant to the requirements of Section 15.7 and the redemption\nobligations of the Company pursuant to the requirements of Section 3.5(e);\n\n                                       36\n   37\n          (b)  subject to Article IV, to convey, transfer, assign, mortgage or\npledge to the Trustee as security for the Notes, any property or assets;\n\n          (c)  to evidence the succession of another Person to the Company, or\nsuccessive successions, and the assumption by the successor Person of the\ncovenants, agreements and obligations of the Company pursuant to Article XII;\n\n          (d)  to add to the covenants of the Company such further covenants,\nrestrictions or conditions as the Board of Directors and the Trustee shall\nconsider to be for the benefit of the holders of Notes, and to make the\noccurrence, or the occurrence and continuance, of a default in any such\nadditional covenants, restrictions or conditions a default or an Event of\nDefault permitting the enforcement of all or any of the several remedies\nprovided in this Indenture as herein set forth; provided, however, that in\nrespect of any such additional covenant, restriction or condition, such\nsupplemental indenture may provide for a particular period of grace after\ndefault (which period may be shorter or longer than that allowed in the case of\nother defaults) or may provide for an immediate enforcement upon such default or\nmay limit the remedies available to the Trustee upon such default;\n\n          (e)  to provide for the issuance under this Indenture of Notes in\ncoupon form (including Notes registrable as to principal only) and to provide\nfor exchangeability of such Notes with the Notes issued hereunder in fully\nregistered form and to make all appropriate changes for such purpose;\n\n          (f)  to cure any ambiguity or to correct or supplement any provision\ncontained herein or in any supplemental indenture that may be defective or\ninconsistent with any other provision contained herein or in any supplemental\nindenture, or to make such other provisions in regard to matters or questions\narising under this Indenture that shall not materially adversely affect the\ninterests of the holders of the Notes;\n\n          (g)  to evidence and provide for the acceptance of appointment\nhereunder by a successor Trustee with respect to the Notes; or\n\n          (h)  to modify, eliminate or add to the provisions of this Indenture\nto such extent as shall be necessary to effect the qualification of this\nIndenture under the Trust Indenture Act, or under any similar federal statute\nhereafter enacted.\n\n     Upon the written request of the Company, accompanied by a copy of the\nresolutions of the Board of Directors certified by its Secretary or Assistant\nSecretary authorizing the execution of any supplemental indenture, the Trustee\nis hereby authorized to join with the Company in the execution of any such\nsupplemental indenture, to make any further appropriate agreements and\nstipulations that may be therein contained and to accept the conveyance,\ntransfer and assignment of any property thereunder, but the Trustee shall not be\nobligated to, but may in its discretion, enter into any supplemental indenture\nthat affects the Trustee's own rights, duties or immunities under this Indenture\nor otherwise.\n\n     Any supplemental indenture authorized by the provisions of this Section\n11.1 may be executed by the Company and the Trustee without the consent of the\nholders of any of the Notes at the time outstanding, notwithstanding any of the\nprovisions of Section 11.2.\n\n     SECTION 11.2   SUPPLEMENTAL INDENTURE WITH CONSENT OF NOTEHOLDERS. Subject\nto Section 11.1, with the consent (evidenced as provided in Article IX) of the\nholders of not less than a majority in aggregate principal amount of the Notes\nat the time outstanding, the Company, when authorized by the resolutions of the\nBoard of Directors, and the Trustee may, from time to time and at any time,\nenter into an indenture or indentures supplemental hereto for the purpose of\nadding any provisions to or changing in any manner or eliminating any of the\nprovisions of this Indenture or any supplemental indenture or of modifying in\nany manner the rights of the holders of the Notes; provided, however, that no\nsuch supplemental indenture shall (i) extend the fixed maturity of any Note, or\nreduce the rate or extend the time of payment of interest thereon, or reduce the\nprincipal amount thereof, or reduce any amount payable on redemption thereof, or\nimpair the right of any Noteholder to institute suit for the payment thereof, or\nmake the principal thereof, or interest thereon payable in any coin or currency\nother than that provided in the Notes, or modify the provisions of this\nIndenture with respect to the subordination of the \n\n                                       37\n   38\nNotes in a manner adverse to the Noteholders in any material respect, or change\nthe obligation of the Company to redeem any Note upon the happening of a\nFundamental Change in a manner adverse to the holder of Notes, or impair the\nright to convert the Notes into Common Stock subject to the terms set forth\nherein, including Section 15.7, in each case, without the consent of the holder\nof each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the\nholders of which are required to consent to any such supplemental indenture,\nwithout the consent of the holders of all Notes then outstanding.\n\n     Upon the written request of the Company, accompanied by a copy of the\nresolutions of the Board of Directors certified by its Secretary or Assistant\nSecretary and authorizing the execution of any such supplemental indenture, and\nupon the filing with the Trustee of evidence of the consent of Noteholders as\naforesaid, the Trustee shall join with the Company in the execution of such\nsupplemental indenture unless such supplemental indenture affects the Trustee's\nown rights, duties or immunities under this Indenture or otherwise, in which\ncase the Trustee may in its discretion, but shall not be obligated to, enter\ninto such supplemental indenture.\n\n     It shall not be necessary for the consent of the Noteholders under this\nSection 11.2 to approve the particular form of any proposed supplemental\nindenture, but it shall be sufficient if such consent shall approve the\nsubstance thereof.\n\n     SECTION 11.3   EFFECT OF SUPPLEMENTAL INDENTURE. Any supplemental indenture\nexecuted pursuant to the provisions of this Article XI shall comply with the\nTrust Indenture Act, as then in effect, provided that this Section 11.3 shall\nnot require such supplemental indenture or the Trustee to be qualified under the\nTrust Indenture Act prior to the time such qualification is in fact required\nunder the terms of the Trust Indenture Act or the Indenture has been qualified\nunder the Trust Indenture Act, nor shall it constitute any admission or\nacknowledgment by any party to such supplemental indenture that any such\nqualification is required prior to the time such qualification is in fact\nrequired under the terms of the Trust Indenture Act or the Indenture has been\nqualified under the Trust Indenture Act. Upon the execution of any supplemental\nindenture pursuant to the provisions of this Article XI, this Indenture shall be\nand be deemed to be modified and amended in accordance therewith and the\nrespective rights, limitation of rights, obligations, duties and immunities\nunder this Indenture of the Trustee, the Company and the holders of Notes shall\nthereafter be determined, exercised and enforced hereunder, subject in all\nrespects to such modifications and amendments and all the term and conditions of\nany such supplemental indenture shall be and be deemed to be part of the terms\nand conditions of this Indenture for any and all purposes.\n\n     SECTION 11.4   NOTATION ON NOTES. Notes authenticated and delivered after\nthe execution of any supplemental indenture pursuant to the provisions of this\nArticle XI may bear a notation in form approved by the Trustee as to any matter\nprovided for in such supplemental indenture. If the Company or the Trustee shall\nso determine, new Notes so modified as to conform, to any modification of this\nIndenture contained in any such supplemental indenture may, at the Company's\nexpense, be prepared and executed by the Company, authenticated by the Trustee\n(or an authenticating agent duly appointed by the Trustee pursuant to Section\n16.11) and delivered in exchange for the Notes then outstanding, upon surrender\nof such Notes then outstanding.\n\n     SECTION 11.5   EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE\nFURNISHED TO TRUSTEE. Prior to entering into any supplemental indenture, the\nTrustee may request, and if it so requests shall be provided with, an Officers'\nCertificate and an Opinion of Counsel meeting the requirements set forth in\nSection 16.5 as conclusive evidence that any supplemental indenture executed\npursuant hereto complies with the requirements of this Article XI.\n\n\n                                   ARTICLE XII\n\n                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE\n\n     SECTION 12.1   COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Subject to\nthe provisions of Section 12.2, nothing contained in this Indenture or in any of\nthe Notes shall prevent any consolidation or merger \n\n                                       38\n   39\nof the Company with or into any other Person or Persons (whether or not\naffiliated with the Company), or successive consolidations or mergers in which\nthe Company or its successor or successors shall be a party or parties, or shall\nprevent any sale, conveyance or lease (or successive sales, conveyances or\nleases) of all or substantially all of the property of the Company, to any other\nPerson (whether or not affiliated with the Company), authorized to acquire and\noperate the same and that shall be organized under the laws of the United States\nof America, any state thereof or the District of Columbia; provided that upon\nany such consolation, merger, sale, conveyance or lease, the due and punctual\npayment of the principal of, interest and Make-Whole Payment, if any, on, all of\nthe Notes, according to their tenor and the due and punctual performance and\nobservance of all of the covenants and conditions of this Indenture to be\nperformed by the Company, shall be expressly assumed, by supplemental indenture\nsatisfactory in form to the Trustee, executed and delivered to the Trustee by\nthe Person (if other than the Company) formed by such consolidation, or into\nwhich the Company shall have been merged, or by the Person that shall have\nacquired or leased such property, and such supplemental indenture shall provide\nfor the applicable conversion rights set forth in Section 15.7.\n\n     SECTION 12.2   SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such\nconsolidation, merger, sale, conveyance or lease and upon the assumption by the\nsuccessor Person, by supplemental indenture, executed and delivered to the\nTrustee and satisfactory in form to the Trustee, of the due and punctual payment\nof the principal of, and interest and Make-Whole Payment, if any, on, all of the\nNotes and the due and punctual performance of all of the covenants and\nconditions of this Indenture to be performed by the Company, such successor\nPerson shall succeed to and be substituted for the Company, with the same effect\nas if it had been named herein as the party of this first part. Such successor\nPerson thereupon may cause to be signed, and may issue either in its own name or\nin the name of Amazon.com, Inc. any or all of the Notes, issuable hereunder that\ntheretofore shall not have been signed by the Company and delivered to the\nTrustee; and, upon the order of such successor Person instead of the Company and\nsubject to all the terms, conditions and limitations in this Indenture\nprescribed, the Trustee shall authenticate and shall deliver, or cause to be\nauthenticated and delivered, any Notes that previously shall have been signed\nand delivered by the officers of the Company to the Trustee for authentication,\nand any Notes that such successor Person thereafter shall cause to be signed and\ndelivered to the Trustee for that purpose. All the Notes so issued shall in all\nrespects have the same legal rank and benefit under this Indenture as the Notes\ntheretofore or thereafter issued in accordance with the terms of this Indenture\nas though all of such Notes had been issued at the date of the execution hereof.\nIn the event of any such consolidation, merger, sale, conveyance or lease, the\nPerson named as the \"Company\" in the first paragraph of this Indenture or any\nsuccessor that shall thereafter have become such in the manner prescribed in\nthis Article XII may be dissolved, wound up and liquidated at any time\nthereafter and such Person shall be released from its liabilities as obligor and\nmaker of the Notes and from its obligations under this Indenture.\n\n     In case of any such consolidation, merger, sale, conveyance or lease, such\nchanges in phraseology and form (but not in substance) may be made in the Notes\nthereafter to be issued as may be appropriate.\n\n     SECTION 12.3   OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee shall\nreceive an Officers' Certificate and an Opinion of Counsel as conclusive\nevidence that any such consolidation, merger, sale, conveyance or lease and any\nsuch assumption complies with the provisions of this Article XII.\n\n\n                                  ARTICLE XIII\n\n                     SATISFACTION AND DISCHARGE OF INDENTURE\n\n     SECTION 13.1   DISCHARGE OF INDENTURE. When (a) the Company shall deliver \nto the Trustee for cancellation all Notes theretofore authenticated (other than\nany Notes that have been destroyed, lost or stolen and in lieu of or in\nsubstitution for which other Notes shall have been authenticated and delivered)\nand not theretofore canceled, or (b) all the Notes not theretofore canceled or\ndelivered to the Trustee for cancellation shall have become due and payable, or\nare by their terms to become due and payable within one year or are to be called\nfor redemption within one year under arrangements satisfactory to the Trustee\nfor the giving of notice of redemption, and the Company shall deposit with the\nTrustee, in trust, funds sufficient to pay at maturity or upon redemption of \n\n                                       39\n   40\nall of the Notes (other than any Notes that shall have been mutilated,\ndestroyed, lost or stolen and in lieu of or in substitution for which other\nNotes shall have been authenticated and delivered) not theretofore canceled or\ndelivered to the Trustee for cancellation, including principal and interest due\nor to become due to such date of maturity or redemption date, as the case may\nbe, accompanied by a verification report, as to the sufficiency of the deposited\namount, from an independent certified accountant or other financial professional\nsatisfactory to the Trustee, and if the Company shall also pay or cause to be\npaid all other sums payable hereunder by the Company, then this Indenture shall\ncease to be of further effect (except as to (i) remaining rights of registration\nof transfer, substitution and exchange and conversion of Notes, (ii) rights\nhereunder of Noteholders to receive payments of principal of and interest on,\nthe Notes and the other rights, duties and obligations of Noteholders, as\nbeneficiaries hereof with respect to the amounts, if any, so deposited with the\nTrustee and (iii) the rights, obligations and immunities of the Trustee\nhereunder), and the Trustee, on written demand of the Company accompanied by an\nOfficers' Certificate and an Opinion of Counsel as required by Section 16.5 and\nat the cost and expense of the Company, shall execute proper instruments\nacknowledging satisfaction of and discharging this Indenture; the Company,\nhowever, hereby agreeing to reimburse the Trustee for any costs or expenses\nthereafter reasonably and properly incurred by the Trustee and to compensate the\nTrustee for any services thereafter reasonably and properly rendered by the\nTrustee in connection with this Indenture or the Notes.\n\n     SECTION 13.2   DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. Subject to\nSection 13.4, all monies deposited with the Trustee pursuant to Section 13.1,\nprovided such deposit was not in violation of Article IV, shall be held in trust\nfor the sole benefit of the Noteholders and not to be subject to the\nsubordination provisions of Article IV, and such monies shall be applied by the\nTrustee to the payment, either directly or through any paying agent (including\nthe Company if acting as its own paying agent), to the holders of the particular\nNotes for the payment or redemption of which such monies have been deposited\nwith the Trustee, of all sums due and to become due thereon for principal and\ninterest.\n\n     SECTION 13.3   PAYING AGENT TO REPAY MONIES HELD. Upon the satisfaction and\ndischarge of this Indenture, all monies then held by any paying agent of the\nNotes (other than the Trustee) shall, upon written request of the Company, be\nrepaid to it or paid to the Trustee, and thereupon such paying agent shall be\nreleased from all further liability with respect to such monies.\n\n     SECTION 13.4   RETURN OF UNCLAIMED MONIES. Subject to the requirements of\napplicable law, any monies deposited with or paid to the Trustee for payment of\nthe principal of or interest on Notes and not applied but remaining unclaimed by\nthe holders of Notes for two years after the date upon which the principal of,\nor interest on such Notes, as the case may be, shall have become due and\npayable, shall be repaid to the Company by the Trustee on demand and all\nliability of the Trustee shall thereupon cease with respect to such monies; and\nthe holder of any of the Notes shall thereafter look only to the Company for any\npayment that such holder may be entitled to collect unless an applicable\nabandoned property law designates another Person.\n\n     SECTION 13.5   REINSTATEMENT. If the Trustee or the paying agent is unable\nto apply any money in accordance with Section 13.2 by reason of any order or\njudgment of any court or governmental authority enjoining, restraining or\notherwise prohibiting such application, the Company's obligations under this\nIndenture and the Notes shall be revived and reinstated as though no deposit had\noccurred pursuant to Section 13.1 until such time as the Trustee or the paying\nagent is permitted to apply all such money in accordance with Section 13.2;\nprovided, however, that if the Company makes any payment of interest on or\nprincipal of any Note or the Make-Whole Payment following the reinstatement of\nits obligations, the Company shall be subrogated to the rights of the holders of\nsuch Notes to receive such payment from the money held by the Trustee or paying\nagent.\n\n\n                                   ARTICLE XIV\n\n         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS\n\n     SECTION 14.1   INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No\nrecourse for the payment of the principal of, or interest or Make-Whole Payment,\nif any, on, any Note, or for any claim based thereon or \n\n                                       40\n   41\notherwise in respect thereof, and no recourse under or upon any obligation,\ncovenant or agreement of the Company in this Indenture or in any supplemental\nindenture or in any Note, or because of the creation of any indebtedness\nrepresented thereby, shall be had against any incorporator, stockholder,\nemployee, agent, officer, director or subsidiary, as such, past, present or\nfuture, of the Company or of any successor corporation, either directly or\nthrough the Company or any successor corporation, whether by virtue of any\nconstitution, statute or rule of law, or by the enforcement of any assessment or\npenalty or otherwise; it being expressly understood that all such liability is\nhereby expressly waived and released as a condition of, and as a consideration\nfor, the execution of this Indenture and the issue of the Notes.\n\n\n                                   ARTICLE XV\n\n                               CONVERSION OF NOTES\n\n     SECTION 15.1   RIGHT TO CONVERT. Subject to and upon compliance with the\nprovisions of this Indenture, including, without limitation, Article IV, the\nholder of any Note shall have the right, at its option, at any time after the\noriginal issuance of the Notes hereunder through the close of business on the\nfinal maturity date of the Notes (except that, with respect to any Note or\nportion of a Note that shall be called for redemption, subject to withdrawal of\nconversion rights, such right shall terminate, except as provided in Section\n15.2, or Section 3.4, at the close of business on the Business Day next\npreceding the date fixed for withdrawal of the conversion rights or redemption\nof such Note or portion of a Note unless the Company shall default in payment\ndue upon redemption or withdrawal thereof) to convert the principal amount of\nany such Note, or any portion of such principal amount which is E1,000 or\nan integral multiple thereof, into a number of fully paid and non-assessable\nshares of Common Stock (as such shares shall then be constituted) obtained by\ndividing the principal amount of the Note or portion thereof surrendered for\nconversion by the Conversion Price in effect at such time, by surrender of the\nNote so to be converted in whole or in part, together with any required funds,\nin the manner provided in Section 15.2. A Note in respect of which a holder is\nexercising its option to require redemption upon a Fundamental Change pursuant\nto Section 3.5 may be converted only if such holder withdraws its election to\nexercise in accordance with Section 3.5. A holder of Notes is not entitled to\nany rights of a holder of Common Stock until such holder has converted its Notes\nto Common Stock, and only to the extent such Notes are deemed to have been\nconverted to Common Stock under this Article XV.\n\n     SECTION 15.2   EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK\nON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the\nconversion privilege with respect to any Note in certificated form, the holder\nof any such Note to be converted in whole or in part shall surrender such Note,\nduly endorsed, at an office or agency maintained by the Company pursuant to\nSection 5.2, accompanied by the funds, if any, required by the penultimate\nparagraph of this Section 15.2, and shall give written notice of conversion in\nthe form provided on the Notes (or such other notice which is acceptable to the\nCompany) to the office or agency that the holder elects to convert such Note or\nthe portion thereof specified in said notice. Such notice shall also state the\nname or names (with address or addresses) in which the certificate or\ncertificates for shares of Common Stock which shall be issuable on such\nconversion shall be issued, and shall be accompanied by transfer taxes, if\nrequired pursuant to Section 15.7. Each such Note surrendered for conversion\nshall, unless the shares issuable on conversion are to be issued in the same\nname as the registration of such Note, be duly endorsed by, or be accompanied by\ninstruments of transfer in form satisfactory to the Company duly executed by,\nthe holder or his duly authorized attorney.\n\n     In order to exercise the conversion privilege with respect to any interest\nin a Note in global form, the holder must complete the appropriate instruction\nform for conversion pursuant to the Depository's book-entry conversion program,\ndeliver by book-entry delivery an interest in such Note in global form, furnish\nappropriate endorsements and transfer documents if required by the Company or\nthe Trustee or conversion agent, and pay the funds, if any, required by this\nSection 15.2 and any transfer taxes if required pursuant to Section 15.7.\n\n     As promptly as practicable after satisfaction of the requirements for\nconversion set forth above, subject to compliance with any restrictions on\ntransfer if shares issuable on conversion are to be issued in a name other than\n\n                                       41\n   42\nthat of the Noteholder (as if such transfer were a transfer of the Note or Notes\n(or portion thereof) so converted), the Company shall issue and shall deliver to\nsuch holder at the office or agency maintained by the Company for such purpose\npursuant to Section 5.2, a certificate or certificates for the number of full\nshares of Common Stock issuable upon the conversion of such Note or portion\nthereof in accordance with the provisions of this Article and a check or cash in\nrespect of any fractional interest in respect of a share of Common Stock arising\nupon such conversion, as provided in Section 15.3. In case any Note of a\ndenomination greater than E1000 shall be surrendered for partial\nconversion, and subject to Section 2.3, the Company shall execute and the\nTrustee shall authenticate and deliver to the holder of the Note so surrendered,\nwithout charge to it, a new Note or Notes in authorized denominations in an\naggregate principal amount equal to the unconverted portion of the surrendered\nNote.\n\n     Each conversion shall be deemed to have been effected as to any such Note\n(or portion thereof) on the date on which the requirements set forth above in\nthis Section 15.2 have been satisfied as to such Note (or portion thereof), and\nthe Person in whose name any certificate or certificates for shares of Common\nStock shall be issuable upon such conversion shall be deemed to have become on\nsaid date the holder of record of the shares represented thereby; provided,\nhowever, that any such surrender on any date when the stock transfer books of\nthe Company shall be closed shall constitute the Person in whose name the\ncertificates are to be issued as the record holder thereof for all purposes on\nthe next succeeding day on which such stock transfer books are open, but such\nconversion shall be at the Conversion Price in effect on the date upon which\nsuch Note shall be surrendered.\n\n     Any Note or portion thereof surrendered for conversion during the period\nfrom the close of business on the record date for any interest payment date to\nthe close of business on the Business Day next preceding the following interest\npayment date shall (unless such Note or portion thereof being converted shall\nhave been called for redemption on a redemption date that occurs during the\nperiod from the close of business on such record date to the close of business\non the Business Day next preceding the following interest payment date) be\naccompanied by payment, in New York Clearing House funds or other funds\nacceptable to the Company, of an amount equal to the interest otherwise payable\non such interest payment date on the principal amount being converted; provided,\nhowever, that no such payment need be made if there shall exist at the time of\nconversion a default in the payment of interest on the Notes. Except as provided\nabove in this Section 15.2, no payment or other adjustment shall be made for\ninterest accrued on any Note converted or for dividends on any shares issued\nupon the conversion of such Note as provided in this Article.\n\n     Upon the conversion of an interest in a Note in global form, the Trustee\n(or other conversion agent appointed by the Company), or the Custodian at the\ndirection of the Trustee (or other conversion agent appointed by the Company),\nshall make a notation on such Note in global form as to the reduction in the\nprincipal amount represented thereby. The Company shall notify the Trustee in\nwriting of any conversions of Notes effected through any conversion agent other\nthan the Trustee.\n\n     SECTION 15.3   CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional\nshares of Common Stock or scrip representing fractional shares shall be issued\nupon conversion of Notes. If more than one Note shall be surrendered for\nconversion at one time by the same holder, the number of full shares that shall\nbe issuable upon conversion shall be computed on the basis of the aggregate\nprincipal amount of the Notes (or specified portions thereof to the extent\npermitted thereby) so surrendered. If any fractional share of stock would be\nissuable upon the conversion of any Note or Notes, the Company shall make an\nadjustment and payment therefor in cash at the current market price thereof to\nthe holder of Notes. The current market price of a share of Common Stock shall\nbe the Closing Price on the last Business Day immediately preceding the day on\nwhich the Notes (or specified portions thereof) are deemed to have been\nconverted.\n\n     SECTION 15.4   CONVERSION PRICE. The conversion price shall be as specified\nin the form of Note (herein called the \"Conversion Price\") attached as Exhibit A\nhereto, subject to reset and adjustment as provided in this Article XV.\n\n     SECTION 15.5   RESET OF CONVERSION PRICE. (A) The Conversion Price shall be\nreset on each of February 16, 2001 and February 16, 2002, to the lesser of:\n\n                                       42\n   43\n               (i)  the Conversion Price in effect as of such date; and\n\n               (ii) the average of the Share Equivalent Prices of the Common\n                    Stock for the 20 consecutive trading days preceding such\n                    date;\n\nprovided, however, that the Conversion Price shall not be reset, in any\ncircumstance, to lower than E84.883.\n\n          (b)  Whenever the Conversion Price is reset as herein provided, the\nCompany shall (1) undertake to publish a notice of each reset in Luxembourg\nwithin 10 days after the occurrence of such reset and (2) promptly file with the\nTrustee and any conversion agent other than the Trustee an Officers' Certificate\nsetting forth the Conversion Price after such reset and setting forth a brief\nstatement of the facts requiring such reset. Unless and until a Responsible\nOfficer of the Trustee shall have received such Officer's Certificate, the\nTrustee shall not be deemed to have knowledge of any reset of the Conversion\nPrice and may assume without inquiry that the last Conversion Price of which it\nhas knowledge is still in effect. Promptly after delivery of such certificate,\nthe Trustee shall prepare a notice of such reset of the Conversion Price setting\nforth the reset Conversion Price and the date on which the reset becomes\neffective and shall mail such notice of the reset of the Conversion Price to the\nholder of each Note at his last address appearing on the Note register provided\nfor in Section 2.5, within twenty (20) days after execution thereof. Failure to\ndeliver such notice shall not affect the legality or validity of any such reset.\n\n          (c)  In any case in which this Section 15.5 provides that reset shall\nbecome effective immediately after a record date for an event, the Company may\ndefer until the occurrence of such event (i) issuing to the holder of any Note\nconverted after such record date and before the occurrence of such event the\nadditional shares of Common Stock issuable upon such conversion by reason of the\nreset required by such event over and above the Common Stock issuable upon such\nconversion before giving effect to such reset and (ii) paying to such holder any\namount in cash in lieu of any fractional share of Common Stock pursuant to\nSection 15.3.\n\n          For purposes of Section 15.5, the following terms shall have the\nfollowing meanings:\n\n          \"Share Equivalent Price\" means, on any day, the Closing Price of the\nCommon Stock (in U.S. dollars on such day) multiplied by the Calculation\nExchange Rate on such date. For purposes hereof, the Share Equivalent Price\nshall be rounded to the nearest cent.\n\n          \"Calculation Exchange Rate\" shall mean, as of 12:00 (noon) on any\nTrading Day, the buying rate in New York City on such day for cable transfers in\neuro equivalent to the applicable U.S. $ price of the Common Stock, as certified\nfor customs purposes by the Federal Reserve Bank of New York.\n\n     SECTION 15.6   ADJUSTMENT OF CONVERSION PRICE. The Conversion Price as then\nin effect shall be adjusted from time to time by the Company as follows:\n\n          (a)  In case the Company shall hereafter pay a dividend or make a\ndistribution to all holders of the outstanding Common Stock in shares of Common\nStock, the Conversion Price in effect at the opening of business on the date\nfollowing the date fixed for the determination of stockholders entitled to\nreceive such dividend or other distribution shall be reduced by multiplying such\nConversion Price by a fraction the numerator of which shall be the number of\nshares of the Common Stock outstanding at the close of business on the date\nfixed for such determination and the denominator of which shall be the sum of\nsuch number of shares and the total number of shares constituting such dividend\nor other distribution, such reduction to become effective immediately after the\nopening of business on the day following the date fixed for such determination.\nThe Company will not pay any dividend or make any distribution on shares of\nCommon Stock held in the treasury of the Company. If any dividend or\ndistribution of the type described in this Section 15.6(a) is declared but not\nso paid or made, the Conversion Price shall again be adjusted to the Conversion\nPrice that would then be in effect if such dividend or distribution had not been\ndeclared.\n\n          (b)  In case the Company shall issue rights or warrants to all holders\nof its outstanding shares of Common Stock entitling them (for a period expiring\nwithin forty-five (45) days after the date fixed for \n\n                                       43\n   44\ndetermination of stockholders entitled to receive such rights or warrants) to\nsubscribe for or purchase shares of Common Stock at a price per share less than\nthe Current Market Price (as defined below) on the date fixed for determination\nof stockholders entitled to receive such rights or warrants, the Conversion\nPrice shall be adjusted so that the same shall equal the price determined by\nmultiplying the Conversion Price in effect immediately prior to the date fixed\nfor determination of stockholders entitled to receive such rights or warrants by\na fraction the numerator of which shall be the number of shares of Common Stock\noutstanding at the close of business on the date fixed for determination of\nstockholders entitled to receive such rights and warrants plus the number of\nshares that the aggregate offering price of the total number of shares so\noffered would purchase at such Current Market Price, and the denominator of\nwhich shall be the number of shares of Common Stock outstanding on the date\nfixed for determination of stockholders entitled to receive such rights and\nwarrants plus the total number of additional shares of Common Stock offered for\nsubscription or purchase. Such adjustment shall be successively made whenever\nany such rights and warrants are issued, and shall become effective immediately\nafter the opening of business on the day following the date fixed for\ndetermination of stockholders entitled to receive such rights or warrants. To\nthe extent that shares of Common Stock are not delivered after the expiration of\nsuch rights or warrants, the Conversion Price shall be readjusted to the\nConversion Price that would then be in effect had the adjustments made upon the\nissuance of such rights or warrants been made on the basis of delivery of only\nthe number of shares of Common Stock actually delivered. In the event that such\nrights or warrants are not so issued, the Conversion Price shall again be\nadjusted to be the Conversion Price that would then be in effect if such date\nfixed for the determination of stockholders entitled to receive such rights or\nwarrants had not been fixed. In determining whether any rights or warrants\nentitle the holders to subscribe for or purchase shares of Common Stock at less\nthan such Current Market Price, and in determining the aggregate offering price\nof such shares of Common Stock, there shall be taken into account any\nconsideration received by the Company for such rights or warrants, the value of\nsuch consideration, if other than cash, to be determined by the Board of\nDirectors.\n\n          (c)  In case outstanding shares of Common Stock shall be subdivided\ninto a greater number of shares of Common Stock, the Conversion Price in effect\nat the opening of business on the day following the day upon which such\nsubdivision becomes effective shall be proportionately reduced, and conversely,\nin case outstanding shares of Common Stock shall be combined into a smaller\nnumber of shares of Common Stock, the Conversion Price in effect at the opening\nof business on the day following the day upon which such combination becomes\neffective shall be proportionately increased, such reduction or increase, as the\ncase may be, to become effective immediately after the opening of business on\nthe day following the day upon which such subdivision or combination becomes\neffective.\n\n          (d)  In case the Company shall, by dividend or otherwise, distribute\nto all holders of its Common Stock shares of any class of capital stock of the\nCompany (other than any dividends or distributions to which Section 15.6(a)\napplies) or evidences of its indebtedness or assets (including securities, but\nexcluding any rights or warrants referred to in Section 15.6(b), and excluding\nany dividend or distribution (x) paid exclusively in cash or (y) referred to in\nSection 15.6(a) (any of the foregoing hereinafter in this Section 15.6(d) called\nthe \"Securities\")), then, in each such case (unless the Company elects to\nreserve such Securities for distribution to the Noteholders upon the conversion\nof the Notes so that any such holder converting Notes will receive upon such\nconversion, in addition to the shares of Common Stock to which such holder is\nentitled, the amount and kind of such Securities which such holder would have\nreceived if such holder had converted its Notes into Common Stock immediately\nprior to the Record Date (as defined in Section 15.6(h) for such distribution of\nthe Securities)), the Conversion Price shall be reduced so that the same shall\nbe equal to the price determined by multiplying the Conversion Price in effect\non the Record Date with respect to such distribution by a fraction, the\nnumerator of which shall be the Current Market Price per share of the Common\nStock on such Record Date less the fair market value (as determined by the Board\nof Directors, whose determination shall be conclusive, and described in a\nresolution of the Board of Directors) on the Record Date of the portion of the\nSecurities so distributed applicable to one share of Common Stock and the\ndenominator of which shall be the Current Market Price per share of the Common\nStock, such reduction to become effective immediately prior to the opening of\nbusiness on the day following such Record Date; provided, however, that in the\nevent the then fair market value (as so determined) of the portion of the\nSecurities so distributed applicable to one share of Common Stock is equal to or\ngreater than the Current Market Price of the Common Stock on the Record Date, in\nlieu of the foregoing adjustment, adequate provision shall be made so that each\nNoteholder shall have the right to receive upon conversion the amount of\n\n                                       44\n   45\nSecurities such holder would have received had such holder converted each Note\non the Record Date. In the event that such dividend or distribution is not so\npaid or made, the Conversion Price shall again be adjusted to be the Conversion\nPrice that would then be in effect if such dividend or distribution had not been\ndeclared. If the Board of Directors determines the fair market value of any\ndistribution for purposes of this Section 15.6(d) by reference to the actual or\nwhen issued trading market for any securities, it must in doing so consider the\nprices in such market over the same period used in computing the Current Market\nPrice of the Common Stock.\n\n     Rights or warrants distributed by the Company to all holders of Common\nStock entitling the holders thereof to subscribe for or purchase shares of the\nCompany's capital stock (either initially or under certain circumstances), which\nrights or warrants, until the occurrence of a specified event or events\n(\"Trigger Event\"): (i) are deemed to be transferred with such shares of Common\nStock; (ii) are not exercisable; and (iii) are also issued in respect of future\nissuances of Common Stock, shall be deemed not to have been distributed for\npurposes of this Section 15.6 (and no adjustment to the Conversion Price under\nthis Section 15.6 will be required) until the occurrence of the earliest Trigger\nEvent, whereupon such rights and warrants shall be deemed to have been\ndistributed and an appropriate adjustment (if any is required) to the Conversion\nPrice shall be made under this Section 15.6(d). If any such right or warrant,\nincluding any such existing rights or warrants distributed prior to the date of\nthis Indenture, are subject to events, upon the occurrence of which such rights\nor warrants become exercisable to purchase different securities, evidences of\nindebtedness or other assets, then the date of the occurrence of any and each\nsuch event shall be deemed to be the date of distribution and record date with\nrespect to new rights or warrants with such rights (and a termination or\nexpiration of the existing rights or warrants without exercise by any of the\nholders thereof). In addition, in the event of any distribution (or deemed\ndistribution) of rights or warrants, or any Trigger Event or other event (of the\ntype described in the preceding sentence) with respect thereto that was counted\nfor purposes of calculating a distribution amount for which an adjustment to the\nConversion Price under this Section 15.6 was made, (1) in the case of any such\nrights or warrants that shall all have been redeemed or repurchased without\nexercise by any holders thereof, the Conversion Price shall be readjusted upon\nsuch final redemption or repurchase to give effect to such distribution or\nTrigger Event, as the case may be, as though it were a cash distribution, equal\nto the per share redemption or repurchase price received by a holder or holders\nof Common Stock with respect to such rights or warrants (assuming such holder\nhad retained such rights or warrants), made to all holders of Common Stock as of\nthe date of such redemption or repurchase, and (2) in the case of such rights or\nwarrants that shall have expired or been terminated without exercise by any\nholders thereof, the Conversion Price shall be readjusted as if such rights and\nwarrants had not been issued.\n\n     For purposes of this Section 15.6(d) and Sections 15.6(a) and (b), any\ndividend or distribution to which this Section 15.6(d) is applicable that also\nincludes shares of Common Stock, or rights or warrants to subscribe for or\npurchase shares of Common Stock (or both), shall be deemed instead to be (1) a\ndividend or distribution of the evidences of indebtedness, assets or shares of\ncapital stock other than such shares of Common Stock or rights or warrants (and\nany Conversion Price reduction required by this Section 15.6(d) with respect to\nsuch dividend or distribution shall then be made) immediately followed by (2) a\ndividend or distribution of such shares of Common Stock or such rights or\nwarrants (and any further Conversion Price reduction required by Sections\n15.6(a) and (b) with respect to such dividend or distribution shall then be\nmade), except (A) the Record Date of such dividend or distribution shall be\nsubstituted as \"the date fixed for the determination of stockholders entitled to\nreceive such dividend or other distribution\" and \"the date fixed for such\ndetermination\" within the meaning of Sections 15.6(a) and (b), and (B) any\nshares of Common Stock included in such dividend or distribution shall not be\ndeemed \"outstanding at the close of business on the date fixed for such\ndetermination\" within the meaning of Section 15.6(a).\n\n          (e)  In case the Company shall, by dividend or otherwise, distribute\nto all holders of its Common Stock cash (excluding (x) any quarterly cash\ndividend on the Common Stock to the extent the aggregate cash dividend per share\nof Common Stock in any fiscal quarter does not exceed the greater of (A) the\namount per share of Common Stock of the next preceding quarterly cash dividend\non the Common Stock to the extent that such preceding quarterly dividend did not\nrequire any adjustment of the Conversion Price pursuant to this Section 15.6(e)\n(as adjusted to reflect subdivisions, or combinations of the Common Stock), and\n(B) 3.75% of the arithmetic average of the Closing Price (determined as set\nforth in Section 15.6(h)) during the ten Trading Days (as defined in Section\n15.6(h)) immediately prior to the date of declaration of such dividend, and (y)\nany dividend \n\n                                       45\n   46\nor distribution in connection with the liquidation, dissolution or winding up of\nthe Company, whether voluntary or involuntary), then, in such case, the\nConversion Price shall be reduced so that the same shall equal the price\ndetermined by multiplying the Conversion Price in effect immediately prior to\nthe close of business on such record date by a fraction the numerator of which\nshall be the Current Market Price of the Common Stock on the record date less\nthe amount of cash so distributed (and not excluded as provided above)\napplicable to one share of Common Stock and the denominator of which shall be\nsuch Current Market Price of the Common Stock, such reduction to be effective\nimmediately prior to the opening of business on the day following the record\ndate; provided, however, that in the event the portion of the cash so\ndistributed applicable to one share of Common Stock is equal to or greater than\nthe Current Market Price of the Common Stock on the record date, in lieu of the\nforegoing adjustment, adequate provision shall be made so that each Noteholder\nshall have the right to receive upon conversion the amount of cash such holder\nwould have received had such holder converted each Note on the record date. In\nthe event that such dividend or distribution is not so paid or made, the\nConversion Price shall again be adjusted to be the Conversion Price that would\nthen be in effect if such dividend or distribution had not been declared. If any\nadjustment is required to be made as set forth in this Section 15.6(e) as a\nresult of a distribution that is a quarterly dividend, such adjustment shall be\nbased upon the amount by which such distribution exceeds the amount of the\nquarterly cash dividend permitted to be excluded pursuant hereto. If an\nadjustment is required to be made as set forth in this Section 15.6(e) above as\na result of a distribution that is not a quarterly dividend, such adjustment\nshall be based upon the full amount of the distribution.\n\n          (f)  In case a tender or exchange offer made by the Company or any\nSubsidiary for all or any portion of the Common Stock shall expire and such\ntender or exchange offer (as amended upon the expiration thereof) shall require\nthe payment to stockholders of consideration per share of Common Stock having a\nfair market value (as determined by the Board of Directors, whose determination\nshall be conclusive and described in a resolution of the Board of Directors)\nthat as of the last time (the \"Expiration Time\") tenders or exchanges may be\nmade pursuant to such tender or exchange offer (as it may be amended) exceeds\nthe Current Market Price of the Common Stock on the Trading Day next succeeding\nthe Expiration Time, the Conversion Price shall be reduced so that the same\nshall equal the price determined by multiplying the Conversion Price in effect\nimmediately prior to the Expiration Time by a fraction the numerator of which\nshall be the number of shares of Common Stock outstanding (including any\ntendered or exchanged shares) on the Expiration Time multiplied by the Current\nMarket Price of the Common Stock on the Trading Day next succeeding the\nExpiration Time and the denominator of which shall be the sum of (x) the fair\nmarket value (determined as aforesaid) of the aggregate consideration payable to\nstockholders based on the acceptance (up to any maximum specified in the terms\nof the tender or exchange offer) of all shares validly tendered or exchanged and\nnot withdrawn as of the Expiration Time (the shares deemed so accepted, up to\nany such maximum, being referred to as the \"Purchased Shares\") and (y) the\nproduct of the number of shares of Common Stock outstanding (less any Purchased\nShares) on the Expiration Time and the Current Market Price of the Common Stock\non the Trading Day next succeeding the Expiration Time, such reduction to become\neffective immediately prior to the opening of business on the day following the\nExpiration Time. In the event that the Company is obligated to purchase shares\npursuant to any such tender or exchange offer, but the Company is permanently\nprevented by applicable law from effecting any such purchases or all such\npurchases are rescinded, the Conversion Price shall again be adjusted to be the\nConversion Price that would then be in effect if such tender or exchange offer\nhad not been made.\n\n          (g)  In case of a tender or exchange offer made by a Person other than\nthe Company or any Subsidiary for an amount that increases the offeror's\nownership of Common Stock to more than twenty-five percent (25%) of the Common\nStock outstanding and shall involve the payment by such Person of consideration\nper share of Common Stock having a fair market value (as determined by the Board\nof Directors, whose determination shall be conclusive, and described in a\nresolution of the Board of Directors) at the last time (the \"Offer Expiration\nTime\") tenders or exchanges may be made pursuant to such tender or exchange\noffer (as it shall have been amended) that exceeds the Current Market Price of\nthe Common Stock on the Trading Day next succeeding the Offer Expiration Time,\nand in which, as of the Offer Expiration Time the Board of Directors is not\nrecommending rejection of the offer, the Conversion Price shall be reduced so\nthat the same shall equal the price determined by multiplying the Conversion\nPrice in effect immediately prior to the Offer Expiration Time by a fraction the\nnumerator of which shall be the number of shares of Common Stock outstanding\n(including any tendered or exchanged shares) on the Offer Expiration Time\nmultiplied by the Current Market Price of the Common Stock on \n\n                                       46\n   47\nthe Trading Day next succeeding the Offer Expiration Time and the denominator of\nwhich shall be the sum of (x) the fair market value (determined as aforesaid) of\nthe aggregate consideration payable to stockholders based on the acceptance (up\nto any maximum specified in the terms of the tender or exchange offer) of all\nshares validly tendered or exchanged and not withdrawn as of the Offer\nExpiration Time (the shares deemed so accepted, up to any such maximum, being\nreferred to as the \"Accepted Purchased Shares\") and (y) the product of the\nnumber of shares of Common Stock outstanding (less any Accepted Purchased\nShares) on the Offer Expiration Time and the Current Market Price of the Common\nStock on the Trading Day next succeeding the Offer Expiration Time, such\nreduction to become effective immediately prior to the opening of business on\nthe day following the Offer Expiration Time. In the event that such Person is\nobligated to purchase shares pursuant to any such tender or exchange offer, but\nsuch Person is permanently prevented by applicable law from effecting any such\npurchases or all such purchases are rescinded, the Conversion Price shall again\nbe adjusted to be the Conversion Price which would then be in effect if such\ntender or exchange offer had not been made. Notwithstanding the foregoing, the\nadjustment described in this Section 15.6(g) shall not be made if, as of the\nOffer Expiration Time, the offering documents with respect to such offer\ndisclose a plan or intention to cause the Company to engage in any transaction\ndescribed in Article XII.\n\n          (h)  For purposes of this Section 15.6, the following terms shall have\nthe following meanings:\n\n               (1)  \"Closing Price\" with respect to any securities on any day\nshall mean the closing sale price, regular way, on such day or, in case no such\nsale takes place on such day, the average of the reported closing bid and asked\nprices, regular way, in each case as quoted on the Nasdaq National Market or, if\nsuch security is not quoted or listed or admitted to trading on such Nasdaq\nNational Market, on the principal national security exchange or quotation system\non which such security is quoted or listed or admitted to trading or, if not\nquoted or listed or admitted to trading on any national securities exchange or\nquotation system, the average of the closing bid and asked prices of such\nsecurity on the over-the-counter market on the day in question as reported by\nthe National Quotation Bureau Incorporated, or a similar generally accepted\nreporting service, or if not so available, in such manner as furnished by any\nNew York Stock Exchange member firm selected from time to time by the Board of\nDirectors for that purpose, or a price determined in good faith by the Board of\nDirectors or, to the extent permitted by applicable law, a duly authorized\ncommittee thereof, whose determination shall be conclusive.\n\n               (2)  \"Current Market Price\" shall mean the average of the daily\nClosing Prices per share of Common Stock for the ten consecutive Trading Days\nimmediately prior to the date in question; provided, however, that (1) if the\n\"ex\" date (as hereinafter defined) for any event (other than the issuance or\ndistribution or Fundamental Change requiring such computation) that requires an\nadjustment to the Conversion Price pursuant to Section 15.6(a), (b), (c), (d),\n(e), (f) or (g) occurs during such ten consecutive Trading Days, the Closing\nPrice for each Trading Day prior to the \"ex\" date for such other event shall be\nadjusted by multiplying such Closing Price by the same fraction by which the\nConversion Price is so required to be adjusted as a result of such other event,\n(2) if the \"ex\" date for any event (other than the issuance, distribution or\nFundamental Change requiring such computation) that requires an adjustment to\nthe Conversion Price pursuant to Section 15.6(a), (b), (c), (d), (e), (f) or (g)\noccurs on or after the \"ex\" date for the issuance or distribution requiring such\ncomputation and prior to the day in question, the Closing Price for each Trading\nDay on and after the \"ex\" date for such other event shall be adjusted by\nmultiplying such Closing Price by the reciprocal of the fraction by which the\nConversion Price is so required to be adjusted as a result of such other event,\nand (3) if the \"ex\" date for the issuance, distribution or Fundamental Change\nrequiring such computation is prior to the day in question, after taking into\naccount any adjustment required pursuant to clause (1) or (2) of this proviso,\nthe Closing Price for each Trading Day on or after such \"ex\" date shall be\nadjusted by adding thereto the amount of any cash and the fair market value (as\ndetermined by the Board of Directors or, to the extent permitted by applicable\nlaw, a duly authorized committee thereof in a manner consistent with any\ndetermination of such value for purposes of Section 15.6(d), (f) or (g), whose\ndetermination shall be conclusive and described in a resolution of the Board of\nDirectors or such duly authorized committee thereof, as the case may be) of the\nevidences of indebtedness, shares of capital stock or assets being distributed\napplicable to one share of Common Stock as of the close of business on the day\nbefore such \"ex\" date. For purposes of any computation under Section 15.6(f) or\n(g), the Current Market Price of the Common Stock on any date shall be deemed to\nbe the average of the daily Closing Prices per share of Common Stock for such\nday and\n                                       47\n   48\nthe next two succeeding Trading Days; provided, however, that if the\n\"ex\" date for any event (other than the tender or exchange offer requiring such\ncomputation) that requires an adjustment to the Conversion Price pursuant to\nSection 15.6(a), (b), (c), (d), (e), (f) or (g) occurs on or after the\nExpiration Time or Offer Expiration Time, as the case may be, for the tender or\nexchange offer requiring such computation and prior to the day in question, the\nClosing Price for each Trading Day on and after the \"ex\" date for such other\nevent shall be adjusted by multiplying such Closing Price by the reciprocal of\nthe fraction by which the Conversion Price is so required to be adjusted as a\nresult of such other event. For purpose of this paragraph, the term \"ex\" date,\n(1) when used with respect to any issuance or distribution, means the first date\non which the Common Stock trades, regular way, on the relevant exchange or in\nthe relevant market from which the Closing Price was obtained without the right\nto receive such issuance or distribution, (2) when used with respect to any\nsubdivision or combination of shares of Common Stock, means the first date on\nwhich the Common Stock trades, regular way, on such exchange or in such market\nafter the time at which such subdivision or combination becomes effective, and\n(3) when used with respect to any tender or exchange offer means the first date\non which the Common Stock trades, regular way, on such exchange or in such\nmarket after the Offer Expiration Time of such offer.\n\n               (3)  \"fair market value\" shall mean the amount which a willing\nbuyer would pay a willing seller in an arm's-length transaction.\n\n               (4)  \"Record Date\" shall mean, with respect to any dividend, \ndistribution or other transaction or event in which the holders of Common Stock\nhave the right to receive any cash, securities or other property or in which the\nCommon Stock (or other applicable security) is exchanged for or converted into\nany combination of cash, securities or other property, the date fixed for\ndetermination of stockholders entitled to receive such cash, securities or other\nproperty (whether such date is fixed by the Board of Directors or by statute,\ncontract or otherwise).\n\n               (5)  \"Trading Day\" shall mean (x) if the applicable security is\nquoted on the Nasdaq National Market, a day on which trades may be made thereon\nor (y) if the applicable security is listed or admitted for trading on the New\nYork Stock Exchange or another national security exchange, a day on which the\nNew York Stock Exchange or another national security exchange is open for\nbusiness or (z) if the applicable security is not so listed, admitted for\ntrading or quoted, any day other than a Saturday or Sunday or a day on which\nbanking institutions in the State of New York are authorized or obligated by law\nor executive order to close.\n\n          (i)  The Company may make such reductions in the Conversion Price, in\naddition to those required by Sections 15.6(a), (b), (c), (d), (e), (f) or (g)\nas the Board of Directors considers to be advisable to avoid or diminish any\nincome tax to holders of Common Stock or rights to purchase Common Stock\nresulting from any dividend or distribution of stock (or rights to acquire\nstock) or from any event treated as such for income tax purposes.\n\n     To the extent permitted by applicable law, the Company from time to time\nmay reduce the Conversion Price by any amount for any period of time if the\nperiod is at least twenty (20) days, the reduction is irrevocable during the\nperiod and the Board of Directors shall have made a determination that such\nreduction would be in the best interests of the Company, which determination\nshall be conclusive. Whenever the Conversion Price is reduced pursuant to the\npreceding sentence, the Company shall mail to holders of record of the Notes a\nnotice of the reduction at least fifteen (15) days prior to the date the reduced\nConversion Price takes effect, and such notice shall state the reduced\nConversion Price and the period during which it will be in effect.\n\n          (j)  No adjustment in the Conversion Price pursuant to this Section \n15.6 shall be required unless such adjustment would require an increase or\ndecrease of at least one percent (1%) in such price; provided, however, that any\nadjustments that by reason of this Section 15.6(j) are not required to be made\nshall be carried forward and taken into account in any subsequent adjustment.\nAll calculations under this Article XV shall be made by the Company and shall be\nmade to the nearest cent or to the nearest one-hundredth (1\/100) of a share, as\nthe case may be. No adjustment need be made for rights to purchase Common Stock\npursuant to a Company plan for reinvestment of dividends or interest. To the\nextent the Notes become convertible into cash, assets, property or securities\n(other than capital stock of the Company), no adjustment need be made thereafter\nas to the cash, assets, property or such securities. Interest will not accrue on\nthe cash.\n\n                                       48\n   49\n          (k)  Whenever the Conversion Price is adjusted as herein provided, the\nCompany shall (1) publish a notice of such adjustment within 10 days of the\noccurrence of the events set forth in Section 15.6(a) to (g) above and (2)\npromptly file with the Trustee and any conversion agent other than the Trustee\nan Officers' Certificate setting forth the Conversion Price after such\nadjustment and setting forth a brief statement of the facts requiring such\nadjustment. Unless and until a Responsible Officer of the Trustee shall have\nreceived such Officers' Certificate, the Trustee shall not be deemed to have\nknowledge of any adjustment of the Conversion Price and may assume without\ninquiry that the last Conversion Price of which it has knowledge is still in\neffect. Promptly after delivery of such certificate, the Company shall prepare a\nnotice of such adjustment of the Conversion Price setting forth the adjusted\nConversion Price and the date on which each adjustment becomes effective and\nshall mail such notice of such adjustment of the Conversion Price to the holder\nof each Note at his last address appearing on the Note register provided for in\nSection 2.5 of this Indenture, within twenty (20) days after execution thereof.\nFailure to deliver such notice shall not affect the legality or validity of any\nsuch adjustment.\n\n          (l)  In any case in which this Section 15.6 provides that an\nadjustment shall become effective immediately after a record date for an event,\nthe Company may defer until the occurrence of such event (i) issuing to the\nholder of any Note converted after such record date and before the occurrence of\nsuch event the additional shares of Common Stock issuable upon such conversion\nby reason of the adjustment required by such event over and above the Common\nStock issuable upon such conversion before giving effect to such adjustment and\n(ii) paying to such holder any amount in cash in lieu of any fraction pursuant\nto Section 15.3.\n\n          (m)  For purposes of this Section 15.6, the number of shares of Common\nStock at any time outstanding shall not include shares held in the treasury of\nthe Company but shall include shares issuable in respect of scrip certificates\nissued in lieu of fractions of shares of Common Stock. The Company will not pay\nany dividend or make any distribution on shares of Common Stock held in the\ntreasury of the Company.\n\n     SECTION 15.7   EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.\nIf any of the following events occur, namely (i) any reclassification or change\nof the outstanding shares of Common Stock (other than a subdivision or\ncombination to which Section 15.6(c) applies), (ii) any consolidation, merger or\ncombination of the Company with another Person as a result of which holders of\nCommon Stock shall be entitled to receive stock, other securities or other\nproperty or assets (including cash) with respect to or in exchange for such\nCommon Stock, or (iii) any sale or conveyance of all or substantially all of the\nproperties and assets of the Company to any other Person as a result of which\nholders of Common Stock shall be entitled to receive stock, other securities or\nother property or assets (including cash) with respect to or in exchange for\nsuch Common Stock, then the Company or the successor or purchasing Person, as\nthe case may be, shall execute with the Trustee a supplemental indenture (which\nshall comply with the Trust Indenture Act as in force at the date of execution\nof such supplemental indenture) providing that such Note shall be convertible\ninto the kind and amount of shares of stock, other securities or other property\nor assets (including cash) receivable upon such reclassification, change,\nconsolidation, merger, combination, sale or conveyance by a holder of a number\nof shares of Common Stock issuable upon conversion of such Notes (assuming, for\nsuch purposes, a sufficient number of authorized shares of Common Stock\navailable to convert all such Notes) immediately prior to such reclassification,\nchange, consolidation, merger, combination, sale or conveyance assuming such\nholder of Common Stock did not exercise his rights of election, if any, as to\nthe kind or amount of securities, cash or other property receivable upon such\nreclassification, change, consolidation, merger, combination, sale or conveyance\n(provided that, if the kind or amount of stock, other securities or other\nproperty or assets (including cash) receivable upon such reclassification,\nchange, consolidation, merger, combination, sale or conveyance is not the same\nfor each share of Common Stock in respect of which such rights of election shall\nnot have been exercised (\"non-electing share\")), then for the purposes of this\nSection 15.7 the kind and amount of securities, cash or other property\nreceivable upon such reclassification, change, consolidation, merger,\ncombination, sale or conveyance for each non-electing share shall be deemed to\nbe the kind and amount so receivable per share by a plurality of the\nnon-electing shares. Such supplemental indenture shall provide for adjustments\nwhich shall be as nearly equivalent as may be practicable to the adjustments\nprovided for in this Article.\n\n     The Company shall cause notice of the execution of such supplemental\nindenture to be mailed to each holder of Notes, at its address appearing on the\nNote register provided for in Section 2.5, within twenty (20) days \n\n                                       49\n   50\nafter execution thereof. Failure to deliver such notice shall not affect the\nlegality or validity of such supplemental indenture.\n\n     The Company shall publish notice of any of the events set forth in Section\n15.7(i) to (iii) above in Luxembourg as soon as practicable after the occurrence\nof such event.\n\n     The above provisions of this Section shall similarly apply to successive\nreclassifications, changes, consolidations, mergers, combinations, sales and\nconveyances.\n\n     SECTION 15.8 WITHDRAWAL OF CONVERSION RIGHTS. (a) Upon giving the notice\ndescribed in Section 15.8(b) the Company may, at any time prior to February 20,\n2003, withdraw the Noteholders' right to convert the Notes pursuant to this\nArticle XV if, at any time and each time, the Share Equivalent Price shall have\nexceeded E167.915 for 20 Trading Days in any consecutive 30 Trading Day period.\n\n     (b)  In case the Company shall desire to withdraw the Noteholders'\nconversion rights, it shall fix a date for withdrawal (\"Withdrawal Date\") and it\nor, at its written request received by the Trustee not fewer than forty-five\n(45) days prior (or such shorter period of time as may be acceptable to the\nTrustee) to the Withdrawal Date, the Trustee, in the name of and at the expense\nof the Company, shall mail or cause to be mailed a notice of such withdrawal not\nfewer than thirty (30) nor more than sixty (60) days prior to the Withdrawal\nDate to the holders of Notes at their last addresses as the same appear on the\nNote register; provided, however, that if the Company shall give such notice, it\nshall also give written notice of the withdrawal of conversion rights to the\nTrustee. The notice of withdrawal shall be given no later than five Business\nDays after the last Trading Day of the 30 Trading Day period described in\nSection 15.8(a) above (\"Notice Date\"). The notice of withdrawal shall set forth\na brief statement of the facts giving rise to the withdrawal of conversion\nrights, the Withdrawal Date and the amount of the Make-Whole Payment. The\nCompany may not give notice of withdrawal if a default in payment of interest on\nthe Notes has occurred and is continuing. Such mailing shall be by first class\nmail. The notice, if mailed in the manner herein provided, shall be conclusively\npresumed to have been duly given, whether or not the holder receives such\nnotice. In any case, failure to give such notice by mail or any defect in the\nnotice to the holder of any Note shall not affect the validity of the\nproceedings for withdrawal of conversion rights of any other Note.\n\n     (c) If the Company withdraws the Noteholders' right to covert the Notes\npursuant to Section 15.8(b) above, the Company shall make an additional payment\nin cash (the \"Make-Whole Payment\") with respect to the Notes to the Noteholders\nin an amount equal to E206.25 per E1,000 Note, less the amount of any interest\nactually paid on such Note prior to the Notice Date. The Company shall make the\nMake-Whole Payment on all Notes, including any Notes converted into Common Stock\npursuant to the terms hereof after the Notice Date and prior to the Withdrawal\nDate.\n\n     (d) On or prior to the Withdrawal Date specified in the notice of\nwithdrawal given as provided in this Section 15.8, the Company will deposit with\nthe Trustee or with one or more paying agents (or, if the Company is acting as\nits own paying agent, set aside, segregate and hold in trust as provided in\nSection 5.4) an amount of money in immediately available funds sufficient to pay\nthe Make-Whole Payment (other than with respect to Notes theretofore surrendered\nfor conversion into Common Stock prior to the Notice Date); provided that if\nsuch payment is made on the Withdrawal Date it must be received by the Trustee\nor paying agent, as the case may be, by 10:00 a.m. New York City time on such\ndate. If any Note is converted pursuant hereto prior to the Notice Date, any\nmoney deposited with the Trustee or any paying agent or so segregated and held\nin trust for the redemption of such Note shall be paid to the Company upon its\nwritten request, or, if then held by the Company, shall be discharged from such\ntrust. Whenever any Notes are to be converted prior to the Notice Date, the\nCompany will give the Trustee written notice in the form of an Officers'\nCertificate not fewer than forty-five (45) days (or such shorter period of time\nas may be acceptable to the Trustee) prior to the Withdrawal Date as to the\nMake-Whole Payment.\n\n     SECTION 15.9 TAXES ON SHARES ISSUED. The issue of stock certificates on\nconversions of Notes shall be made without charge to the converting Noteholder\nfor any tax in respect of the issue thereof. The Company shall not, however, be\nrequired to pay any tax which may be payable in respect of any transfer involved\nin the issue and delivery of stock in any name other than that of the holder of\nany Note converted, and the Company shall not be \n\n                                       50\n   51\nrequired to issue or deliver any such stock certificate unless and until the\nPerson or Persons requesting the issue thereof shall have paid to the Company\nthe amount of such tax or shall have established to the satisfaction of the\nCompany that such tax has been paid.\n\n     SECTION 15.10  RESERVATION OF SHARES; SHARES TO BE FULLY PAID; COMPLIANCE\nWITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The Company shall\nprovide, free from preemptive rights, out of its authorized but unissued shares\nor shares held in treasury, sufficient shares of Common Stock to provide for the\nconversion of the Notes from time to time as such Notes are presented for\nconversion.\n\n     Before taking any action which would cause an adjustment reducing the\nConversion Price below the then par value, if any, of the shares of Common Stock\nissuable upon conversion of the Notes, the Company will take all corporate\naction which may, in the opinion of its counsel, be necessary in order that the\nCompany may validly and legally issue shares of such Common Stock at such\nadjusted Conversion Price.\n\n     The Company covenants that all shares of Common Stock which may be issued\nupon conversion of Notes will upon issue be fully paid and non-assessable by the\nCompany and free from all taxes, liens and charges with respect to the issue\nthereof.\n\n     The Company covenants that, if any shares of Common Stock to be provided\nfor the purpose of conversion of Notes hereunder require registration with or\napproval of any governmental authority under any federal or state law before\nsuch shares may be validly issued upon conversion, the Company will in good\nfaith and as expeditiously as possible endeavor to secure such registration or\napproval, as the case may be.\n\n     The Company further covenants that, if at any time the Common Stock shall\nbe listed on the Nasdaq National Market or any other national securities\nexchange or automated quotation system, the Company will, if permitted by the\nrules of such exchange or automated quotation system, list and keep listed, so\nlong as the Common Stock shall be so listed on such exchange or automated\nquotation system, all Common Stock issuable upon conversion of the Note;\nprovided, however, that, if the rules of such exchange or automated quotation\nsystem permit the Company to defer the listing of such Common Stock until the\nfirst conversion of the Notes into Common Stock in accordance with the\nprovisions of this Indenture, the Company covenants to list such Common Stock\nissuable upon conversion of the Notes in accordance with the requirements of\nsuch exchange or automated quotation system at such time.\n\n     SECTION 15.11  RESPONSIBILITY OF TRUSTEE. The Trustee and any other\nconversion agent shall not at any time be under any duty or responsibility to\nany holder of Notes to determine the Conversion Price or whether any facts exist\nwhich may require any adjustment of the Conversion Price, or with respect to the\nnature or extent or calculation of any such adjustment when made, or with\nrespect to the method employed, or herein or in any supplemental indenture\nprovided to be employed, in making the same. The Trustee and any other\nconversion agent shall not be accountable with respect to the validity or value\n(or the kind or amount) of any shares of Common Stock, or of any securities or\nproperty, which may at any time be issued or delivered upon the conversion of\nany Note; and the Trustee and any other conversion agent make no representations\nwith respect thereto. Neither the Trustee nor any conversion agent shall be\nresponsible for any failure of the Company to issue, transfer or deliver any\nshares of Common Stock or stock certificates or other securities or property or\ncash upon the surrender of any Note for the purpose of conversion or to comply\nwith any of the duties, responsibilities or covenants of the Company contained\nin this Article. Without limiting the generality of the foregoing, neither the\nTrustee nor any conversion agent shall be under any responsibility to determine\nthe correctness of any provisions contained in any supplemental indenture\nentered into pursuant to Section 15.6 relating either to the kind or amount of\nshares of stock or securities or property (including cash) receivable by\nNoteholders upon the conversion of their Notes after any event referred to in\nsuch Section 15.6 or to any adjustment to be made with respect thereto, but,\nsubject to the provisions of Section 8.1, may accept as conclusive evidence of\nthe correctness of any such provisions, and shall be protected in relying upon,\nthe Officers' Certificate (which the Company shall be obligated to file with the\nTrustee prior to the execution of any such supplemental indenture) with respect\nthereto.\n\n                                       51\n   52\n     SECTION 15.12  NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In case:\n\n          (a)  the Company shall declare a dividend (or any other distribution)\non its Common Stock that would require an adjustment in the Conversion Price\npursuant to Section 15.6; or\n\n          (b)  the Company shall authorize the granting to the holders of all\nor substantially all of its Common Stock of rights or warrants to subscribe\nfor or purchase any share of any class or any other rights or warrants; or\n\n          (c)  of any reclassification or reorganization of the Common Stock of\nthe Company (other than a subdivision or combination of its outstanding Common\nStock, or a change in par value, or from par value to no par value, or from no\npar value to par value), or of any consolidation or merger to which the Company\nis a party and for which approval of any stockholders of the Company is\nrequired, or of the sale or transfer of all or substantially all of the assets\nof the Company or any Significant Subsidiary; or\n\n          (d)  of the voluntary or involuntary dissolution, liquidation or\nwinding up of the Company or any Significant Subsidiary;\n\nthe Company shall cause to be filed with the Trustee and to be mailed to each\nholder of Notes at his address appearing on the Note register provided for in\nSection 2.5, as promptly as possible but in any event at least ten (10) days\nprior to the applicable date hereinafter specified, a notice stating (x) the\ndate on which a record is to be taken for the purpose of such dividend,\ndistribution or rights or warrants, or, if a record is not to be taken, the date\nas of which the holders of Common Stock of record to be entitled to such\ndividend, distribution or rights are to be determined, or (y) the date on which\nsuch reclassification, consolidation, merger, sale, transfer, dissolution,\nliquidation or winding up is expected to become effective or occur, and the date\nas of which it is expected that holders of Common Stock of record shall be\nentitled to exchange their Common Stock for securities or other property\ndeliverable upon such reclassification, consolidation, merger, sale, transfer,\ndissolution, liquidation or winding up. Failure to give such notice, or any\ndefect therein, shall not affect the legality or validity of such dividend,\ndistribution, reclassification, consolidation, merger, sale, transfer,\ndissolution, liquidation or winding up.\n\n\n                                   ARTICLE XVI\n\n                            MISCELLANEOUS PROVISIONS\n\n     SECTION 16.1   PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the\ncovenants, stipulations, promises and agreements by the Company contained in\nthis Indenture shall bind its successors and assigns whether so expressed or\nnot.\n\n     SECTION 16.2   OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or\nproceeding by any provision of this Indenture authorized or required to be done\nor performed by any board, committee or officer of the Company shall and may be\ndone and performed with like force and effect by the like board, committee or\nofficer of any Person that shall at the time be the lawful sole successor of the\nCompany.\n\n     SECTION 16.3   ADDRESSES FOR NOTICES, ETC. Any notice or demand which by\nany provision of this Indenture is required or permitted to be given or served\nby the Trustee or by the holders of Notes on the Company shall be deemed to have\nbeen sufficiently given or made, for all purposes, if given or served by being\ndeposited postage prepaid by registered or certified mail in a post office\nletter box addressed (until another address is filed by the Company with the\nTrustee) to Amazon.com, Inc., 1516 Second Avenue, Seattle, Washington 98101,\nAttention: Chief Financial Officer. Any notice, direction, request or demand\nhereunder to or upon the Trustee shall be deemed to have been sufficiently given\nor made, for all purposes, if given or served by being deposited, postage\nprepaid, by registered or certified mail in a post office letter box addressed\nto the Corporate Trust Office, which office is, at the date as of which this\nIndenture is dated, located at 101 Barclay Street, 21st Floor West, New York,\n\n                                       52\n   53\nNew York 10286, Attention: Corporate Trust Administration (Amazon.com, Inc., 6\n8758% Convertible Subordinated Notes due 2010).\n\n     The Trustee, by notice to the Company, may designate additional or\ndifferent addresses for subsequent notices or communications.\n\n     Any notice or communication mailed to a Noteholder shall be mailed to him\nby first class mail, postage prepaid, at his address as it appears on the Note\nregister and shall be sufficiently given to him if so mailed within the time\nprescribed.\n\n     Failure to mail a notice or communication to a Noteholder or any defect in\nit shall not affect its sufficiency with respect to other Noteholders. If a\nnotice or communication is mailed in the manner provided above, it is duly\ngiven, whether or not the addressee receives it.\n\n     SECTION 16.4   GOVERNING LAW. This Indenture and each Note shall be deemed\nto be a contract made under the laws of the State of New York, and for all\npurposes shall be construed in accordance with the laws of the State of New\nYork.\n\n     SECTION 16.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT;\nCERTIFICATES TO TRUSTEE. Upon any application or demand by the Company to the\nTrustee to take any action under any of the provisions of this Indenture, the\nCompany shall furnish to the Trustee an Officers' Certificate stating that all\nconditions precedent, if any, provided for in this Indenture relating to the\nproposed action have been complied with, and an Opinion of Counsel stating that,\nin the opinion of such counsel, all such conditions precedent have been complied\nwith.\n\n     Each certificate or opinion provided for in this Indenture and delivered to\nthe Trustee with respect to compliance with a condition or covenant provided for\nin this Indenture shall include: (1) a statement that the person making such\ncertificate or opinion has read such covenant or condition; (2) a brief\nstatement as to the nature and scope of the examination or investigation upon\nwhich the statement or opinion contained in such certificate or opinion is\nbased; (3) a statement that, in the opinion of such person, he has made such\nexamination or investigation as is necessary to enable him to express an\ninformed opinion as to whether or not such covenant or condition has been\ncomplied with; and (4) a statement as to whether or not, in the opinion of such\nperson, such condition or covenant has been complied with.\n\n     SECTION 16.6   LEGAL HOLIDAYS. In any case in which the date of maturity of\ninterest on or principal of the Notes or the date fixed for redemption of any\nNote will not be a Business Day, then payment of such interest on or principal\nof the Notes need not be made on such date, but may be made on the next\nsucceeding Business Day with the same force and effect as if made on the date of\nmaturity or the date fixed for redemption, and no interest shall accrue for the\nperiod from and after such date.\n\n     SECTION 16.7   TRUST INDENTURE ACT. This Indenture is hereby made subject\nto, and shall be governed by, the provisions of the Trust Indenture Act required\nto be part of and to govern indentures qualified under the Trust Indenture Act;\nprovided, however, that, unless otherwise required by law, notwithstanding the\nforegoing, this Indenture and the Notes issued hereunder shall not be subject to\nthe provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the\nTrust Indenture Act as now in effect or as hereafter amended or modified;\nprovided further that this Section 16.7 shall not require this Indenture or the\nTrustee to be qualified under the Trust Indenture Act prior to the time such\nqualification is in fact required under the terms of the Trust Indenture Act,\nnor shall it constitute any admission or acknowledgment by any party to the\nIndenture that any such qualification is required prior to the time such\nqualification is in fact required under the terms of the Trust Indenture Act. If\nany provision hereof limits, qualifies or conflicts with another provision\nhereof which is required to be included in an indenture qualified under the\nTrust Indenture Act, such required provision shall control.\n\n     SECTION 16.8   NO SECURITY INTEREST CREATED. Nothing in this Indenture or\nin the Notes, expressed or implied, shall be construed to constitute a security\ninterest under the Uniform Commercial Code or similar legislation, as now or\nhereafter enacted and in effect, in any jurisdiction in which property of the\nCompany or its subsidiaries is located.\n\n                                       53\n   54\n     SECTION 16.9   BENEFITS OF INDENTURE. Nothing in this Indenture or in the\nNotes, express or implied, shall give to any Person, other than the parties\nhereto, any paying agent, any authenticating agent, any Note registrar and their\nsuccessors hereunder, the holders of Notes and the holders of Senior\nIndebtedness, any benefit or any legal or equitable right, remedy or claim under\nthis Indenture.\n\n     SECTION 16.10  TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and\nthe titles and headings of the articles and sections of this Indenture have been\ninserted for convenience of reference only, are not to be considered a part\nhereof, and shall in no way modify or restrict any of the terms or provisions\nhereof. All Articles and Sections referenced herein are to Articles and\nSections, respectively, of this Indenture unless specified otherwise.\n\n     SECTION 16.11  AUTHENTICATING AGENT. The Trustee may appoint an\nauthenticating agent that shall be authorized to act on its behalf, and subject\nto its direction, in the authentication and delivery of Notes in connection with\nthe original issuance thereof and transfers and exchanges of Notes hereunder,\nincluding under Sections 2.4, 2.5, 2.6, 2.7, 3.3 and 3.5, as fully to all\nintents and purposes as though the authenticating agent had been expressly\nauthorized by this Indenture and those Sections to authenticate and deliver\nNotes. For all purposes of this Indenture, the authentication and delivery of\nNotes by the authenticating agent shall be deemed to be authentication and\ndelivery of such Notes \"by the Trustee\" and a certificate of authentication\nexecuted on behalf of the Trustee by an authenticating agent shall be deemed to\nsatisfy any requirement hereunder or in the Notes for the Trustee's certificate\nof authentication. Such authenticating agent shall at all times be a Person\neligible to serve as trustee hereunder pursuant to Section 8.9.\n\n     Any corporation into which any authenticating agent may be merged or\nconverted or with which it may be consolidated, or any corporation resulting\nfrom any merger, consolidation or conversion to which any authenticating agent\nshall be a party, or any corporation succeeding to the corporate trust business\nof any authenticating agent, shall be the successor of the authenticating agent\nhereunder, if such successor corporation is otherwise eligible under this\nSection 16.11, without the execution or filing of any paper or any further act\non the part of the parties hereto or the authenticating agent or such successor\ncorporation.\n\n     Any authenticating agent may at any time resign by giving written notice of\nresignation to the Trustee and to the Company. The Trustee may at any time\nterminate the agency of any authenticating agent by giving written notice of\ntermination to such authenticating agent and to the Company. Upon receiving such\na notice of resignation or upon such a termination, or in case at any time any\nauthenticating agent shall cease to be eligible under this Section, the Trustee\nshall either promptly appoint a successor authenticating agent or itself assume\nthe duties and obligations of the former authenticating agent under this\nIndenture and, upon such appointment of a successor authenticating agent, if\nmade, shall give written notice of such appointment of a successor\nauthenticating agent to the Company and shall mail notice of such appointment of\na successor authenticating agent to all holders of Notes as the names and\naddresses of such holders appear on the Note register.\n\n     The Company agrees to pay to the authenticating agent from time to time\nsuch reasonable compensation for its services as shall be agreed upon in writing\nbetween the Company and the authenticating agent.\n\n     The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 16.11 shall\nbe applicable to any authenticating agent.\n\n     SECTION 16.12  EXECUTION IN COUNTERPARTS. This Indenture may be executed in\nany number of counterparts, each of which shall be an original, but such\ncounterparts shall together constitute but one and the same instrument.\n\n     The Bank of New York hereby accepts the trusts in this Indenture declared\nand provided, upon the terms and conditions herein above set forth.\n\n                                       54\n   55\n     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be\nduly executed.\n\n                                        AMAZON.COM, INC.\n\n\n\n                                        By:\n                                           -------------------------------\n                                           Name:                                \n                                           Title:                               \n\n\n\n                                        THE BANK OF NEW YORK,\n                                        as Trustee\n\n\n\n                                        By:\n                                           -------------------------------\n                                           Name:                                \n                                           Title:                               \n\n\n                                       55\n   56\n                                                                       S&amp;S DRAFT\n                                                                         2\/14\/00\n\n\n                                AMAZON.COM, INC.\n\n                                       TO\n\n                              THE BANK OF NEW YORK\n                                     TRUSTEE\n\n\n                                    INDENTURE\n\n\n                          DATED AS OF FEBRUARY 16, 2000\n\n                 6.875% CONVERTIBLE SUBORDINATED NOTES DUE 2010\n\n\n   57\n                                AMAZON.COM, INC.\n\n     Reconciliation and Tie Between the Trust Indenture Act of 1939 and\nIndenture, dated as of February 3, 1999, between Amazon.com, Inc. and The Bank\nof New York, as Trustee.\n\n\n\n   61\n\n                                       iv\n<\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645,6849],"corporate_contracts_industries":[9415,9492],"corporate_contracts_types":[9560,9566],"class_list":["post-41060","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_companies-bank-of-new-york-co-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__books","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41060","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41060"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41060"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41060"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41060"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}