Exhibit 4.05


 


PRINCIPAL
FINANCIAL GROUP, INC.


 


and


 


PRINCIPAL
FINANCIAL SERVICES, INC.,


 


as guarantor


 


and


 


THE BANK OF NEW
YORK TRUST COMPANY, N.A.,


 


as Trustee


 


SENIOR INDENTURE


 


Dated as of           


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Article One

  
	
   

  	
   

  	
   

  
	
  Definitions and Other Provisions of General
  Application

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
  Section 102.

  	
  Compliance Certificates and
  Opinions

  	
  10

  
	
  Section 103.

  	
  Form of Documents Delivered to
  Trustee

  	
  10

  
	
  Section 104.

  	
  Acts of Holders; Record Dates

  	
  11

  
	
  Section 105.

  	
  Notices, Etc., to Trustee, Company
  and Subsidiary Guarantor

  	
  13

  
	
  Section 106.

  	
  Notice to Holders; Waiver

  	
  14

  
	
  Section 107.

  	
  Conflict With Trust Indenture Act

  	
  14

  
	
  Section 108.

  	
  Effect of Headings and Table of
  Contents

  	
  14

  
	
  Section 109.

  	
  Successors and Assigns

  	
  15

  
	
  Section 110.

  	
  Separability Clause

  	
  15

  
	
  Section 111.

  	
  Benefits of Indenture

  	
  15

  
	
  Section 112.

  	
  Governing Law; Waiver of Jury Trial

  	
  15

  
	
  Section 113.

  	
  Legal Holidays

  	
  15

  
	
  Section 114.

  	
  Computations

  	
  15

  
	
  Section 115.

  	
  Force Majeure

  	
  16

  
	
   

  	
   

  	
   

  
	
  Article Two

  
	
   

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
  16

  
	
  Section 202.

  	
  Form of Legend for Global
  Securities

  	
  17

  
	
  Section 203.

  	
  Form of Trustee’s Certificate
  of Authentication

  	
  17

  
	
   

  	
   

  	
   

  
	
  Article Three

  
	
   

  	
   

  	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Title; Terms

  	
  18

  
	
  Section 302.

  	
  Denominations

  	
  21

  
	
  Section 303.

  	
  Execution, Authentication, Delivery
  and Dating

  	
  21

  
	
  Section 304.

  	
  Temporary Securities

  	
  22

  
	
  Section 305.

  	
  Registration; Registration of
  Transfer and Exchange

  	
  23

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  25

  
	
  Section 307.

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  26

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
  27

  
	
  Section 309.

  	
  Cancellation

  	
  28

  
	
  Section 310.

  	
  Computation of Interest

  	
  28

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 311.

  	
  CUSIP Numbers

  	
  28

  
	
   

  	
   

  	
   

  
	
  Article Four

  
	
   

  	
   

  	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
  28

  
	
  Section 402.

  	
  Application of Trust Money

  	
  30

  
	
   

  	
   

  	
   

  
	
  Article Five

  
	
   

  
	
  Remedies

  
	
   

  
	
  Section 501.

  	
  Events of Default

  	
  30

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  31

  
	
  Section 503.

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
  32

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
  33

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
  34

  
	
  Section 506.

  	
  Application of Money Collected

  	
  34

  
	
  Section 507.

  	
  Limitation on
  Suits

  	
  35

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  35

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
  36

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
  36

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
  36

  
	
  Section 512.

  	
  Control by Holders

  	
  36

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
  37

  
	
  Section 514.

  	
  Undertaking for Costs

  	
  37

  
	
  Section 515.

  	
  Waiver of Usury, Stay or Extension Laws

  	
  37

  
	
   

  	
   

  	
   

  
	
  Article Six

  
	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain Duties and Responsibilities

  	
  38

  
	
  Section 602.

  	
  Notice of Defaults

  	
  39

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
  39

  
	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  41

  
	
  Section 605.

  	
  May Hold Securities

  	
  42

  
	
  Section 606.

  	
  Money Held in Trust

  	
  42

  
	
  Section 607.

  	
  Compensation and Reimbursement

  	
  42

  
	
  Section 608.

  	
  Disqualification; Conflicting Interests

  	
  43

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 609.

  	
  Corporate Trustee Required; Eligibility

  	
  43

  
	
  Section 610.

  	
  Resignation and Removal; Appointment of Successor

  	
  43

  
	
  Section 611.

  	
  Acceptance of Appointment by Successor

  	
  45

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
  46

  
	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
  46

  
	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
  46

  
	
   

  	
   

  	
   

  
	
  Article Seven

  
	
   

  	
   

  	
   

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
  48

  
	
  Section 702.

  	
  Preservation of Information; Communications to
  Holders

  	
  49

  
	
  Section 703.

  	
  Reports by Trustee

  	
  49

  
	
  Section 704.

  	
  Reports by Company

  	
  49

  
	
   

  	
   

  	
   

  
	
  Article Eight

  
	
   

  
	
  Consolidation, Merger, Conveyance, Transfer or Lease

  
	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on Certain
  Terms

  	
  50

  
	
  Section 802.

  	
  Successor Corporation Substituted

  	
  51

  
	
   

  	
   

  	
   

  
	
  Article Nine

  
	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
  52

  
	
  Section 902.

  	
  Supplemental Indentures With Consent of Holders

  	
  53

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
  54

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
  55

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
  55

  
	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
  55

  
	
   

  	
   

  	
   

  
	
  Article Ten

  
	
   

  	
   

  	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
  55

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
  55

  
	
  Section 1003.

  	
  Money for Securities Payments to Be Held in Trust

  	
  56

  
	
  Section 1004.

  	
  Statement by Officers as to Default

  	
  57

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1005.

  	
  Existence

  	
  57

  
	
  Section 1006.

  	
  Payment of Taxes

  	
  58

  
	
  Section 1007.

  	
  Limitation on
  Liens

  	
  58

  
	
  Section 1008.

  	
  Waiver of Certain Covenants

  	
  58

  
	
  Section 1009.

  	
  Calculation of Original Issue Discount

  	
  58

  
	
   

  	
   

  	
   

  
	
  Article Eleven

  
	
   

  	
   

  	
   

  
	
  Redemption of Securities

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Company’s Right of Redemption

  	
  59

  
	
  Section 1102.

  	
  Applicability of Article

  	
  59

  
	
  Section 1103.

  	
  Election to Redeem; Notice to Trustee

  	
  59

  
	
  Section 1104.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
  59

  
	
  Section 1105.

  	
  Notice of Redemption

  	
  60

  
	
  Section 1106.

  	
  Deposit of Redemption Price

  	
  61

  
	
  Section 1107.

  	
  Securities Payable on Redemption Date

  	
  61

  
	
  Section 1108.

  	
  Securities Redeemed in Part

  	
  62

  
	
   

  	
   

  	
   

  
	
  Article Twelve

  
	
   

  	
   

  	
   

  
	
  Defeasance and Covenant Defeasance

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
  62

  
	
  Section 1202.

  	
  Defeasance and Discharge

  	
  62

  
	
  Section 1203.

  	
  Covenant Defeasance

  	
  63

  
	
  Section 1204.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  63

  
	
  Section 1205.

  	
  Deposited Money and Government
  Obligations to Be Held in Trust; Miscellaneous Provisions

  	
  65

  
	
  Section 1206.

  	
  Reinstatement

  	
  65

  
	
  Section 1207.

  	
  Qualifying Trustee

  	
  66

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Security

  	
   

  
				



 


iv

















 


CERTAIN SECTIONS
OF THIS INDENTURE RELATING


TO SECTIONS 310
THROUGH 318,


INCLUSIVE OF THE
TRUST INDENTURE ACT OF 1939:


 


	
  TRUST INDENTURE ACT SECTION

  	
   

  	
  INDENTURE SECTION

  
	
   

  	
   

  	
   

  
	
  SECTION 310(a)(1)

  	
   

  	
  609, 610

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  NOT APPLICABLE

  
	
  (a)(4)

  	
   

  	
  NOT APPLICABLE

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608, 610

  
	
  SECTION 311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  SECTION 312(a)

  	
   

  	
  701, 702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  SECTION 313(a)

  	
   

  	
  703

  
	
  (b)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  SECTION 314(a)

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
  101, 1004

  
	
  (b)

  	
   

  	
  NOT APPLICABLE

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  NOT APPLICABLE

  
	
  (d)

  	
   

  	
  NOT APPLICABLE

  
	
  (e)

  	
   

  	
  102

  
	
  SECTION 315(a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  SECTION 316(a)

  	
   

  	
  101

  
	
  (a)(1)(a)

  	
   

  	
  502, 512

  
	
  (a)(1)(b)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  NOT APPLICABLE

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104

  
	
  SECTION 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  



 


v

















 


	
  (b)

  	
   

  	
  1003

  
	
  SECTION 318(a)

  	
   

  	
  107

  



 


NOTE:  This reconciliation and tie shall not, for
any purpose, be deemed to be a part of the Indenture.


 


vi

















 


SENIOR
INDENTURE, dated as of
                          ,
between PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”),
PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing
under the laws of the State of Iowa and wholly-owned subsidiary of the Company,
as guarantor (herein called the “Subsidiary Guarantor”), each having its
principal office at 711 High Street, Des Moines, Iowa 50392, and THE BANK OF NEW YORK TRUST COMPANY, N.A.,
a national banking association incorporated and existing under the laws of the
United States of America, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE
COMPANY AND

THE SUBSIDIARY GUARANTOR


 


Each
of the Company and the Subsidiary Guarantor has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
the Company’s unsecured senior debt securities in one or more series (the “Securities”)
of substantially the tenor hereinafter provided, and, if applicable, the
guarantee thereof by the Subsidiary Guarantor, on an unsecured senior basis,
subject to the limitations hereinafter provided, and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and, if applicable, any
guarantee, the valid obligation of the Subsidiary Guarantor, and to make this
Indenture a valid and legally binding agreement of the Company and, to the
extent applicable, the Subsidiary Guarantor, in accordance with its terms, have
been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE


 


Definitions
and Other Provisions of General Application


 


Section 101.           Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 

















 


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


 


(3)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the time of such computation; provided,
that when two or more principles are so generally accepted, it shall mean that
set of principles consistent with those in use by the Company;


 


(4)          unless the context otherwise requires,
any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and


 


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


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes
of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities.


 


“Board
of Directors” means the board of directors of the Company or the Subsidiary
Guarantor, as applicable, any duly authorized committee of that board or any
officer of the Company or the Subsidiary Guarantor, as applicable, delegated
the power of either the board of directors of the Company or the Subsidiary
Guarantor, as applicable, or any duly authorized committee of that board.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or the Subsidiary Guarantor, as applicable,
to have 


 


2

















 


been duly adopted
by the Board of Directors, and to be in full force and effect on the date of
such certification, and delivered to the Trustee.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which the Corporate Trust Office, banking institutions in New
York, New York, Chicago, Illinois or Des Moines, Iowa, or any Place of Payment
are authorized or obligated by law or executive order to close.


 


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


 


“Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.


 


“Company
Request” and “Company Order” mean, respectively, a written request
or order signed in the name of the Company by (i) its Chairman, President,
Chief Executive Officer, any Vice President or any other person duly authorized
from time to time by the Company or its Board of Directors and (ii) its
Treasurer, any Associate Treasurer, any Director, Corporate Treasury, its
Controller, its Secretary, any Assistant Secretary or any other person duly
authorized from time to time by the Company or its Board of Directors, and delivered
to the Trustee, or, with respect to Company Requests and Company Orders
delivered pursuant to Section 303, Section 304, Section 305 and Section 603,
any other employee of the Company named in an Officers’ Certificate delivered
to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which
office at the date hereof is located at 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).


 


“corporation”
means a corporation, association, company, joint-stock company or business
trust.


 


“Covenant
Defeasance” has the meaning specified in Section 1203.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


3














 


“Defeasance”
has the meaning specified in Section 1202.


 


“Depositary”
means the clearing agency registered under the Exchange Act that is designated
by the Company in Section 301 to act as depositary for any series of
Securities with respect to such series (or any successor to such clearing
agency).


 


“Dollar”
means the currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.


 


“Event
of Default” unless otherwise specified with respect to Securities of a
series pursuant to Section 301, has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Foreign
Currency” means any currency issued by (1) the government of one or
more countries other than the United States of America or (2) by any
recognized confederation or association of such governments that is reasonably
acceptable to the Trustee.


 


“Global
Security” means a Security that evidences all or part of a series of
Securities issued to the Depositary or its nominee for such series, and
registered in the name of such Depositary or its nominee and bearing the legend
set forth in Section 202.


 


“Governmental
Authority” means any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body.


 


“Government
Obligations” means, with respect to the Securities of any series, securities
which are (i) direct obligations of the United States of America or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed by the United States of America and which, in either
case, are full faith and credit obligations of the United States of America and
are not callable or redeemable at the option of the issuer thereof and shall
also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Government Obligation
held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.


 


4

















 


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


 


“Indebtedness”
of any Person means the principal of (and premium, if any) and interest due on
indebtedness of such Person, whether outstanding on the date of this Indenture
or thereafter created, incurred or assumed, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent which is (a) indebtedness
for money borrowed, and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness.  For the purposes of this definition, “indebtedness
for money borrowed” means (i) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, (ii) any
obligation of, or any such obligation guaranteed by, such Person evidenced by
bonds, debentures, notes or similar written instruments, including obligations
assumed or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price
of any property, assets or business shall not be considered Indebtedness if the
purchase price thereof is payable in full within 90 days from the date on which
such indebtedness was created), and (iii) any obligations of such
Person as lessee under leases required to be capitalized on the balance sheet
of the lessee under generally accepted accounting principles and leases of
property or assets made as part of any sale and lease-back transaction to which
such Person is a party.  Indebtedness
does not include trade accounts payable or accrued liabilities arising in the
ordinary course of business.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of each particular series of Securities established as contemplated by Section 301,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.


 


“Interest
Payment Date” means as to each series of Securities the Stated Maturity of
an installment of interest on such Securities.


 


“Interest
Rate” means the rate of interest specified or determined as specified in
each Security as being the rate of interest payable on such Security.


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time.


 


“Lien”
means any mortgage, pledge, lien, security interest or other encumbrance.


 


5

















 


“Maturity”
when used with respect to any Security, means the date on which the principal
of such Security or an installment of principal becomes due and payable as
provided in the Securities or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(3).


 


“Officers’
Certificate” means a certificate signed by (i) the Chairman,
President, Chief Executive Officer or any Vice President, and (ii) the
Treasurer, any Associate Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Assistant Secretary, of the Company or the Subsidiary
Guarantor, as applicable, and delivered to the Trustee.  One of the officers signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company or the Subsidiary Guarantor, as
applicable.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for (and
an employee of) the Company or the Subsidiary Guarantor, as applicable.


 


“Original
Issue Date” means the date of issuance specified as such in each Security.


 


“Original
Issue Discount Security” means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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


 


(2)           Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and


 


(3)           Securities which have been paid
pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that 


 


6

















 


such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall
be the amount of the principal thereof which would be due and payable as of
such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, and (C) Securities
beneficially owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in conclusively relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded.  Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.


 


“Paying
Agent” means the Trustee or any other Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.


 


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


 


“Place
of Payment” means, with respect to the Securities of any series, the place
or places where the principal of and any premium and interest on the Securities
of such series are payable as specified as contemplated by Section 301.


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


 


7

















 


“Preferred
Stock” shall mean any capital stock entitled by its terms to a preference (a) as
to dividends or (b) upon a distribution of assets.


 


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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of a series means, unless otherwise provided pursuant to Section 301
with respect to Securities of a series, the date which is fifteen days next
preceding such Interest Payment Date (whether or not a Business Day).


 


“Responsible
Officer” shall mean any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


 


“Restricted
Subsidiary” means Principal Life Insurance Company and any other Subsidiary
which is incorporated in any State of the United States or in the District of
Columbia and which is a regulated insurance company principally engaged in one
or more of the life, annuity, property and casualty insurance businesses, provided
that no such Subsidiary, other than Principal Life Insurance Company, shall be
a Restricted Subsidiary if (i) the total assets of such Subsidiary
are less than 10% of the total assets of the Company and its consolidated
Subsidiaries (including such Subsidiary), in each case as set forth on the most
recent fiscal year-end balance sheets of such Subsidiary and the Company and
its consolidated Subsidiaries, respectively, and computed in accordance with
generally accepted accounting principles, or (ii) in the judgment
of the Board of Directors, as evidenced by a Board Resolution, such Subsidiary
is not material to the financial condition of the Company and its consolidated
Subsidiaries taken as a whole.


 


“Securities”
or “Security” means any debt securities or debt security, as the case
may be, authenticated and delivered under this Indenture.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in
each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings
specified in Section 305.


 


8

















 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 307.


 


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


 


“Subsidiary”
means a corporation, partnership or other entity of which, at the time of
determination, more than 50% of the outstanding voting stock or equivalent
interest is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries.


 


For
the purposes of this definition, “voting stock” means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


 


“Subsidiary
Guarantee” when used with respect to the Securities of or within any
series, means a guarantee by the Subsidiary Guarantor, on an unsecured senior
basis, of the obligations of the Company under the Securities, which guarantee
may be included in an indenture or indentures supplemental hereto; provided,
however, that the Subsidiary Guarantor may guarantee, on an unsecured
senior basis, only obligations of the Company under non-convertible Securities.


 


“Subsidiary
Guarantor” means the Person named as the “Subsidiary Guarantor” in the
first paragraph of this instrument and its successors and assigns.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and, if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to the Securities of that
series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the
date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.


 


9

















 


“Vice
President” when used with respect to the Company or the Trustee, means any
officer with a title of “Vice President”, “Senior Vice President” or “Executive
Vice President”.


 


Section 102.                          Compliance
Certificates and Opinions.  Upon any
application or request by the Company or the Subsidiary Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
or the Subsidiary Guarantor as the case may be, shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion
shall be given in the form of an Officers’ Certificate, if to be given by an
officer of the Company or the Subsidiary Guarantor, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirements set forth in this Indenture.  In the case of an application or request as
to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates provided pursuant
to Section 1004) shall include:


 


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


 


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


 


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


 


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


 


Section 103.                          Form of
Documents Delivered to Trustee.  In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


10

















 


Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers, or other management
employee of the Company or any Subsidiary stating that the information with
respect to such factual matters is in the possession of the Company or such
Subsidiary, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


Section 104.           Acts of Holders; Record Dates.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company and the Subsidiary Guarantor.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive and may be relied
upon by the Trustee, the Company, the Subsidiary Guarantor and any agent of the
Trustee, the Company or the Subsidiary Guarantor, if made in the manner
provided in this Section 104.


 


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


 


(c)           The fact and date of the execution by
any Person of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any 


 


11

















 


other manner which the
Trustee deems sufficient and in accordance with such reasonable rules as
the Trustee may determine.


 


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


 


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


 


(f)            The Company may, but shall not be
obligated to, set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Securities, provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to
in the next paragraph.  If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite principal amount of Outstanding Securities on such
record date.  Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities on the date
such action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities in the manner set forth in Section 106.


 


The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration, or any
recission or annulment of any such declaration, referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or
(iv) any direction referred to in Section 512.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless
taken on or prior to the 


 


12

















 


applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Securities in the manner set forth
in Section 106.


 


With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


 


Section 105.     Notices,
Etc., to Trustee, Company and Subsidiary Guarantor.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with:


 


(1)       the Trustee by any
Holder or by the Company or by the Subsidiary Guarantor shall be sufficient for
every purpose hereunder if made, given, furnished or filed to or with the
Trustee in writing at its Corporate Trust Office;


 


(2)       the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument 


 


13

















 


or at any other address previously furnished in writing to the Trustee
by the Company, Attention: [General Counsel]; or


 


(3)       the Subsidiary Guarantor
by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first
class, postage prepaid, to the Subsidiary Guarantor addressed to it at the
address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Subsidiary Guarantor, Attention: [General Counsel].


 


None
of the Company, the Subsidiary Guarantor and the Trustee shall be deemed to
have received any such request, demand, authorization, direction, notice,
consent, waiver or Act of Holders unless given, furnished or filed as provided
in this Section 105.


 


Section 106.      Notice
to Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at the address of such Holder as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 
In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


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


 


Section 107.      Conflict
With Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. 
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


 


Section 108.      Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


 


14

















 


Section 109.      Successors
and Assigns.  All covenants and
agreements in this Indenture by the Company or the Subsidiary Guarantor shall
bind their respective successors and assigns, whether so expressed or not.


 


Section 110.      Separability
Clause.  In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


Section 111.      Benefits
of Indenture.  Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Paying Agent and their successors and
assigns, and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 


Section 112.      Governing
Law; Waiver of Jury Trial.  This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles thereof.


 


EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.


 


Section 113.      Legal
Holidays.  In any case where any
Interest Payment Date, Redemption Date, Maturity or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Maturity or Stated Maturity and no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, Maturity
or Stated Maturity, as the case may be, if such payment is made or duly
provided for on the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day.


 


Section 114.      Computations.  Unless otherwise specifically provided, the
certificate or opinion of any independent firm of public accountants of
recognized standing selected by the Board of Directors shall be conclusive
evidence of the correctness of any computation made under the provisions of this
Indenture.  The Company shall furnish to
the Trustee upon its request a copy of any such certificate or opinion.


 


15














 


Section 115.       Force
Majeure.  In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


ARTICLE
TWO


 


Security
Forms


 


Section 201.       Forms
Generally.  The Securities of each
series shall be substantially in the form attached as Exhibit A, or in
such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate provisions as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with
applicable tax laws or the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.  If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 with respect
to the authentication and delivery of such Securities.


 


The
Trustee’s certificate of authentication shall be substantially in the form set
forth in this Article.


 


The
definitive Securities shall be printed, typewritten or produced in any other
manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


 


The
Securities of each series will initially be issued in the form of one or more
Global Securities.  Each such Global
Security shall represent such of the Outstanding Securities of such series
as shall be specified therein and each shall provide that it shall represent
the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amounts of Outstanding Securities of
such series represented thereby may from time to time be reduced or increased,
as appropriate. The


 


16

















 


Global Security or
Securities evidencing the Securities of a series (and all Securities issued in
exchange therefor) shall bear the legend indicated in Section 202.


 


Section 202.       Form of
Legend for Global Securities.  Every
Global Security authenticated and delivered hereunder shall, in addition to the
provisions contained in Exhibit A, bear a legend in substantially the
following form:


 


UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


Section 203.       Form of
Trustee’s Certificate of Authentication. 
The Trustee’s certificates of authentication shall be in substantially
the following form:


 


	
  Certificate of
  Authentication

  



 


This is one of the Securities referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


17

















 


ARTICLE
THREE


 


The
Securities


 


Section 301.        Title;
Terms.  The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.


 


The
Securities may be issued in one or more series. 
There shall be established in or pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:


 


(a)        the title of the securities of such
series, which shall distinguish the Securities of the series from all other
Securities;


 


(b)        limit, if any, upon the aggregate principal
amount of the Securities of such series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities of the same series pursuant to Section 304, Section 305,
Section 306, Section 906 or Section 1108 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder); provided, however, that
the authorized aggregate principal amount of such series may be increased above
such amount by a Board Resolution to such effect;


 


(c)        the Stated Maturity or Maturities on
which the principal of the Securities of such series is payable or the method
of determination thereof;


 


(d)        the rate or rates, if any, at which the
Securities of such series shall bear interest or the method of determining such
rate or rates, the Interest Payment Dates on which such interest shall be
payable, the right, if any, of the Company to defer or extend an Interest
Payment Date, the Regular Record Date (if other than as defined in this
Indenture) for the interest payable on any Interest Payment Date and the dates
from which interest shall accrue and the method of determining these dates;


 


(e)           the place or places where the
principal of (and premium, if any) and interest on the Securities of such
series shall be payable, the place or places where the Securities of such
series may be presented for registration of transfer or exchange, and the place
or places where notices and demands to or upon the Company in respect of the
Securities of such series may be made;


 


18

















 


(f)         the period or periods within or the
date or dates on which, if any, the price or prices at which and the terms and
conditions upon which the Securities of such series may be redeemed or prepaid,
in whole or in part, at the option of the Company;


 


(g)        the obligation or the right, if any, of
the Company or the Subsidiary Guarantor, as applicable, to redeem, repay or
purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;


 


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


 


(i)         if other than Dollars, the currency or
currencies (including currency unit or units) in which the principal of (and
premium, if any) and interest, if any, on the Securities of the series shall be
payable, or in which the Securities of the series shall be denominated;


 


(j)         the additions, modifications or
deletions, if any, in the Events of Default or covenants of the Company or the
Subsidiary Guarantor set forth herein with respect to the Securities of such
series;


 


(k)        if other than the principal amount
thereof, the portion of the principal amount of Securities of such series that
shall be payable upon declaration of acceleration of the Maturity thereof;


 


(l)         the additions or changes, if any, to
this Indenture with respect to the Securities of such series as shall be
necessary to permit or facilitate the issuance of the Securities of such series
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;


 


(m)       any index or indices used to determine
the amount of payments of principal of and premium, if any, on the Securities
of such series or the manner in which such amounts will be determined;


 


(n)        the issuance of a temporary Global
Security representing all of the Securities of such series and the terms upon
which such temporary Global Security may be exchanged for definitive Securities
of such series;


 


19

















 


(o)        whether the Securities of the series
shall be issued in whole or in part in the form of one or more Global
Securities and, in such case, the identity of the Depositary for such Global
Securities;


 


(p)        the appointment of any Paying Agent or
Agents for the Securities of such series;


 


(q)        the terms and conditions of any right or
obligation on the part of the Company, or any option on the part of the
Holders, to convert or exchange Securities of such series into cash or any
other securities or property of the Company or any other Person, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;


 


(r)         provided the Securities of such series
are non-convertible, whether the Subsidiary Guarantor will guarantee, on an
unsecured senior basis, the obligations of the Company under the Securities of
such series and if so, the specific terms and form of such Subsidiary Guarantee
or Subsidiary Guarantees, any related modifications, amendments, supplements or
deletions of any of the terms of this Indenture, and a statement that the
Subsidiary Guarantor shall be an “obligor” as such term is defined in and
solely for purposes of the Trust Indenture Act and shall be required to comply
with those provisions of this Indenture compliance with which is required by an
“obligor” under the Trust Indenture Act; and


 


(s)        any other terms of the Securities of
such series or any related Subsidiary Guarantee (which terms shall not be inconsistent
with the provisions of the Trust Indenture Act, but may modify, amend,
supplement or delete any of the terms of this Indenture with respect to such
series), including any terms which may be required by or advisable under United
States laws or regulations or advisable (as determined by the Company) in
connection with the marketing of Securities of the series;


 


provided,
that if the Subsidiary Guarantor will guarantee the obligations of the Company
under the Securities of a series, such matters shall be established in one or
more indenture supplements hereto to which the Company, the Subsidiary
Guarantor and the Trustee shall be a party.


 


All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth in such Officers’ Certificate or in any
such indenture supplemental hereto.


 


20

















 


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


 


Section 302.           Denominations.  The Securities of each series shall be in
registered form without coupons and shall be issuable in denominations of
$1,000 and any integral multiples thereof, unless otherwise specified as
contemplated by Section 301.


 


Section 303.           Execution,
Authentication, Delivery and Dating. 
The Securities shall be executed on behalf of the Company by its
Chairman, President, Chief Executive Officer or any Vice President.  The signature of any of these officers on the
Securities may be manual or facsimile.


 


Securities
bearing the manual or facsimile signature of an individual who was at any time
a proper officer of the Company shall bind the Company, notwithstanding that
such individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of such
Securities.


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.


 


Notwithstanding
the provisions of the preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Company Order otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such Company
Order is delivered at or prior to the authentication upon original issuance of
the first Security of such series to be issued.


 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized signatories, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309,
for all purposes of this Indenture such Security 


 


21

















 


shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.


 


Minor
typographical and other minor errors in the text of any Security shall not
affect the validity and enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.


 


The
Company shall execute and the Trustee shall authenticate and deliver one or
more Global Securities with respect to each series of Securities that (i) shall
represent an aggregate amount equal to the aggregate principal amount of the
initially issued Securities of such series, (ii) shall be
registered in the name of the Depositary or the nominee of the Depositary, (iii) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction and (iv) shall bear a legend substantially in the form
required in Section 202.


 


The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines in good faith that such action may not lawfully be taken or if the
Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.


 


The
Depositary must, at all times while it serves as such Depositary, be a clearing
agency registered under the Exchange Act, and any other applicable statute or
regulation.


 


Neither
the Trustee nor any agent shall have any responsibility for any actions taken
or not taken by the Depositary.


 


Section 304.      Temporary
Securities.  Pending the preparation
of definitive Securities of any series, the Company may execute, and, upon
Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, typewritten or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities of any
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.


 


If
temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable
delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company in a Place of Payment without charge to the
Holder.  Upon surrender for cancellation
of any one or more temporary Securities, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations
and having the same 


 


22

















 


Original Issue
Date and Stated Maturity and having the same terms as such temporary
Securities.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.


 


Section 305.      Registration;
Registration of Transfer and Exchange. 
The Company shall cause to be kept at the Corporate Trust Office a register
(the register maintained in such office or in any other office or agency of the
Company in a Place of Payment being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers and exchanges of Securities. 
The Trustee is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Security at the office or agency
of the Company in a Place of Payment, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series of any
authorized denominations and of a like tenor and aggregate principal amount, of
the same original Issue Date and Stated Maturity and having the same terms.


 


Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for the individual Securities represented thereby, a Global Security
representing all or a portion of the Securities may not be transferred except
as a whole by the Depositary to a nominee of such Depositary, or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary, or
by such Depositary or any such nominee to a successor Depositary or nominee of
such successor Depositary.


 


At the
option of the Holder, Securities may be exchanged for other Securities, of the
same series of any authorized denominations, of like tenor and aggregate
principal amount, of the same Original Issue Date and Stated Maturity and
having the same terms, upon surrender of the Securities to be exchanged at such
office or agency.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


 


If at
any time the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary or if at any time the Depositary shall cease to be a
clearing agency registered under the Exchange Act as provided in Section 303,
the Company shall appoint a successor Depositary.  If a successor Depositary is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Securities, will authenticate and make available for delivery, individual
Securities in an aggregate principal amount equal 


 


23

















 


to the principal
amount of the Global Security or Securities representing the Securities in
exchange for such Global Security or Securities.


 


The
Company may at any time and in its sole discretion (subject to the procedures
of the Depositary) determine that individual Securities issued in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Securities.  In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities, will authenticate and
make available for delivery, individual Securities in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing the Securities in exchange for such Global Security or Securities.


 


The
Depositary may surrender a Global Security in exchange in whole or in part for
individual Securities on such terms as are acceptable to the Company, the
Trustee and such Depositary.  Thereupon,
the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without service charge:


 


(1)       to each Person specified
by such Depositary a new individual Security or Securities of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security;
and


 


(2)       to such Depositary a new
Global Security in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of individual Securities delivered to Holders thereof.


 


Upon
the exchange of a Global Security for individual Securities in an aggregate
principal amount equal to the principal amount of such Global Security, such
Global Security shall be canceled by the Trustee.  Individual Securities issued in exchange for
a Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. 
The Trustee shall make available for delivery such individual Securities
to the Persons in whose names such Securities are so registered.


 


All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.


 


Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to 


 


24

















 


the Company and
the Security Registrar duly executed, by the Holder thereof or his attorney
duly authorized in writing.


 


No
service charge shall be made to a Holder for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, Section 906 or Section 1108
not involving any transfer.


 


Neither
the Company nor the Trustee shall be required, pursuant to the provisions of
this Section: (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 calendar days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption of Securities pursuant to Article Eleven
and ending at the close of business on the day of such mailing of notice of
redemption; or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any Security to be redeemed in part, any portion thereof that is not redeemed.


 


Section 306.      Mutilated,
Destroyed, Lost and Stolen Securities. 
If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series, of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such mutilated
Security, and bearing a number not contemporaneously outstanding.


 


If
there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.


 


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


 


Upon
the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge


 


25

















 


that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


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


 


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


 


Section 307.      Payment
of Interest; Interest Rights Preserved. 
Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series.  The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 301 with respect to the
related series of Securities.


 


Any
interest on any Security which is payable, but is not timely paid or duly
provided for, on any Interest Payment Date for Securities of such series
(herein called “Defaulted Interest”), shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:


 


(1)       The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Securities of such series in respect of which interest is in default (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not 


 


26

















 


less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first class, postage prepaid, to each Holder of a Security of such series
at the address of such Holder as it appears in the Security Register not less
than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).


 


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


 


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


 


Section 308.      Persons
Deemed Owners.  The Company, the
Subsidiary Guarantor, the Trustee and any agent of the Company, the Subsidiary
Guarantor, or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment
of principal of and any premium and (subject to Section 307) any interest
on such Security or any payment pursuant to any Subsidiary Guarantee of such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, the Subsidiary Guarantor, the Trustee and any
agent of the Company, the Subsidiary Guarantor or the Trustee shall be affected
by notice to the contrary.


 


None
of the Company, the Subsidiary Guarantor, the Trustee and any agent of the
Company, the Subsidiary Guarantor, or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


 


27














 


Section 309.                                Cancellation.  All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed by the Trustee in accordance with its customary procedures or
as directed by a Company Order, and the Trustee shall deliver to the Company a
certificate evidencing the disposition of the cancelled Securities upon its
request therefor.  Acquisition by the
Company of any Security shall not operate as a redemption or satisfaction of
the indebtedness represented by such Security unless and until the same is
delivered to the Trustee for cancellation.


 


Section 310.                                Computation of
Interest.  Except as otherwise
specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.


 


Section 311.                                CUSIP Numbers.  The Company, in issuing the Securities, may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers.


 


ARTICLE
FOUR



Satisfaction and Discharge


 


Section 401.                                Satisfaction and
Discharge of Indenture.  This Indenture
shall upon Company Request cease to be of further effect with respect to
Securities of a series (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities, when:


 


28

















 


(1)                                  either


 


(A)                              all
such Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


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


 


(i)                                     have
become due and payable, or


 


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


 


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


 


and the Company, in the
case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds: (A) money; (B) Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money; or (C) a combination
thereof, in each case in an amount sufficient to pay and discharge, and which
shall be applied by the Trustee, to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest to the date of such deposit (in
the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; provided, that the
Trustee shall have the right (but not the obligation) to require the Company to
deliver to the Trustee an opinion of a nationally recognized firm of
independent public accountants expressed in a written certification, or other
evidence satisfactory to the Trustee, as to the sufficiency of deposits made by
the Company pursuant to this Section;


 


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


 


(3)                                  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein


 


29

















 


provided for relating to the satisfaction and
discharge of this Indenture with respect to such Securities have been complied
with.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to this Section 401 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and the preceding paragraph, the
obligations of the Company to any Authenticating Agent under Section 614
and, if money and/or Government Obligations shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive such satisfaction and discharge.


 


Section 402.                                Application of Trust
Money.  Subject to the provisions of
the last paragraph of Section 1003, all money and Government Obligations
deposited with the Trustee pursuant to Section 401 and all proceeds of such
Government Obligations and the interest thereon, shall be held in trust and
applied by it, in accordance with the provisions of the Securities of the
applicable series and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
and any premium and interest for whose payment such money and Government
Obligations have been deposited with the Trustee.


 


ARTICLE
FIVE



Remedies


 


Section 501.                                Events of Default.  “Event of Default”, wherever used herein with
respect to the Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(1)                                  default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and such default continues for a period of 30 days; or


 


(2)                                  default
in the payment of the principal of or premium, if any, on any Security of that
series at its Maturity; or


 


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(3)                                  default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in the performance
of which or the breach of which is specifically dealt with elsewhere in this
Section), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(4)                                  the
entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or


 


(5)                                  the
institution by the Company of proceedings to be adjudicated bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer of consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated bankrupt, or the taking of corporate action by the Company in
furtherance of any such action; or


 


(6)                                  any
other Event of Default specified with respect to Securities of that series as
contemplated in Section 301.


 


Section 502.                                Acceleration of
Maturity; Rescission and Annulment. 
If an Event of Default (other than an Event of Default specified in Section 501(4) or
Section 501(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to


 


31

















 


the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable.  If an Event of Default
specified in Section 501(4) or Section 501(5) with respect
to Securities of a series at the time Outstanding occurs, the principal amount
of all the Securities of such series (or specified amount) shall automatically,
and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.


 


At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:


 


(1)                                  the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)                              all
overdue interest on all Securities of that series,


 


(B)                                the
principal of, and premium, if any, on any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates borne by such Securities,


 


(C)                                to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or prescribed therefor
in such Securities, and


 


(D)                               all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
disbursements, advances and expenses of the Trustee, its agents and counsel;
and


 


(2)                                  all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal (or a specified portion of the principal) of and
interest on Securities of that series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513.


 


No
such rescission shall affect any subsequent default or impair any right
consequent thereon.


 


Section 503.                                Collection of
Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:


 


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


 


(2)                                  default
is made in the payment of the principal or premium, if any, on any Security at
the Maturity thereof, the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal, including any sinking fund
payment or analogous obligations (and premium, if any) and interest, including,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal or premium, if any, and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation,
disbursements, advances and expenses of the Trustee, its agents and counsel.


 


If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.


 


If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem necessary to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


 


Section 504.                                Trustee May File
Proofs of Claim.  In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors:


 


(a)                                  the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise,


 


(i)                                     to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding, and


 


33

















 


(ii)                                  in
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 506; and


 


(b)                                 any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee for distribution in accordance with
Section 506, and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, disbursements, advances and
expenses of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


Section 505.                                Trustee May Enforce
Claims Without Possession of Securities. 
All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, disbursements,
advances and expenses of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 506.                                Application of Money
Collected.  Any money or property
collected or to be applied by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal or premium, if
any, or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
and any predecessor Trustee under Section 607;


 


SECOND:  To the payment of the amounts then due and
unpaid upon such series of Securities for principal (and premium, if any) and
interest in respect of which or for the benefit of which such money has been
collected, ratably, without


 


34

















 


preference or priority of any kind, according to the
amounts due and payable on such series of Securities for principal (and
premium, if any) and interest, respectively; and


 


THIRD:  To the payment of the remainder, if any, to
the Company, its successors or assigns or to whomsoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may
direct.


 


Section 507.                                Limitation on Suits.  No Holder of any Securities of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:


 


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


 


(2)                                  the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


 


(3)                                  such
Holder or Holders have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request;


 


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


 


(5)                                  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Securities of that series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders (it being
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders), or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Section 508.                                Unconditional Right
of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such


 


35

















 


Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


Section 509.                                Restoration of
Rights and Remedies.  If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding,
the Company, the Subsidiary Guarantor, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


Section 510.                                Rights and Remedies
Cumulative.  Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 511.                                Delay or Omission
Not Waiver.  No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


Section 512.                                Control by Holders.  The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided
that:


 


(1)                                  such
direction shall not be in conflict with any rule of law or with this
Indenture, involve the Trustee in personal liability or be unduly prejudicial
to the Holders of the Securities not joining in the action; and


 


(2)                                  the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.


 


36

















 


Section 513.                                Waiver of Past
Defaults.  The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
any series may, on behalf of the Holders of all the Securities of such series,
waive any past default hereunder with respect to such series and its
consequences, except a default:


 


(1)                                  in
the payment of the principal of, or premium, if any, or interest on, any
Security of such series; or


 


(2)                                  in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


 


Section 514.                                Undertaking for
Costs.  All parties to this Indenture
agree, and each holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
any party litigant in such suit to file an undertaking to pay the costs of such
suit, and that court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any such party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor
the Trust Indenture Act shall be deemed to authorize any court to require such
an undertaking or to make such an assessment in any suit instituted by the
Company or by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security on or after the respective Stated Maturities expressed
in such Security (or in the case of redemption, on the Redemption Date).


 


Section 515.                                Waiver of Usury,
Stay or Extension Laws.  Each of the
Company and the Subsidiary Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Company and the Subsidiary Guarantor (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein


 


37

















 


granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE
SIX


 


The
Trustee


 


Section 601.                                Certain Duties and
Responsibilities.


 


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


 


(i)                                     the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


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


 


(b)                                 In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.


 


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


 


(i)                                     this
Subsection shall not be construed to limit the effect of Subsection (a) of
this Section;


 


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


 


(iii)                               the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any


 


38

















 


series, determined as
provided in Section 101, Section 104 and Section 512, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series;
and


 


(iv)                              no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.


 


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


 


Section 602.                                Notice of Defaults.  If a default occurs hereunder with respect to
the Securities of a series, the Trustee, within 90 days of such default, shall
give the Holders of such Securities notice of such default as and to the extent
provided by the Trust Indenture Act; provided, however, that in
the case of any default of the character specified in Section 501(3) with
respect to such Securities, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof; and provided, further,
that the Trustee may withhold notice to the Holders of any default with respect
to Securities of a series (except any default of the character specified in Section 501(1) and
Section 501(2)), if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of the notice is in the
interest of the Holders of such Securities. 
For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of a series.


 


Section 603.                                Certain Rights of
Trustee.  Subject to the provisions
of Section 601:


 


(1)                                  the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(2)                                  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


39














 


(3)                                  whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate and may at its discretion secure such further evidence deemed
necessary or advisable, but shall in no case be bound to secure the same;


 


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


 


(5)                                  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;


 


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


 


(7)                                  the
Trustee’s immunities and protections from liability and its rights to
compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee’s officers, directors,
agents and employees and its services as Paying Agent, Security Registrar or
any other role assumed by the Trustee hereunder or to which it has been
appointed with respect to the Securities issued hereunder.  Such immunities and protections and right to
indemnification, together with the Trustee’s right to compensation, shall
survive the Trustee’s resignation or removal and final payment of the
Securities;


 


(8)                                  the
Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture;


 


(9)                                  the
Trustee shall not be deemed to have actual knowledge of any “default” or Event
of Default hereunder except (i) during any period it is serving as
Paying Agent for the Securities of a series, any Event of Default pursuant to Section 501(1) or
Section 501(2), or (ii) any default or Event of Default of
which a Responsible Officer shall have received written notification from the
Company


 


40

















 


or the Holders of at least 25% in aggregate principal
amount of the Securities of the series with respect to which such default or
Event of Default has occurred and is continuing or obtained “actual knowledge.”  The term “actual knowledge” as used herein
shall mean the actual fact or statement of knowing by a Responsible Officer
without independent investigation with respect thereto.  The term “default” as used in this Section 603
shall mean any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of a series;


 


(10)                            the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture (other than the payment of debt service on the
Securities from moneys furnished to it pursuant hereto), whether at the request
or direction of the Holders or any other Person, pursuant to this Indenture or
otherwise, unless it shall have been offered indemnity or security satisfactory
to it against the fees, advances, costs, expenses and liabilities which might
be incurred by it in connection with the exercise of any such rights or powers;


 


(11)                            in no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action; and


 


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


 


Notwithstanding
anything else herein contained, (i) the Trustee shall not be liable
for any error of judgment made in good faith by any officer of the Trustee and (ii) no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers if it
believes the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


 


Section 604.                                Not Responsible for
Recitals or Issuance of Securities. 
The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities. 
Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds
thereof.


 


41

















 


Section 605.                                May Hold
Securities.  The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to Section 608 and Section 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.


 


Section 606.                                Money Held in Trust.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as agreed
with the Company herein or otherwise.


 


Section 607.                                Compensation and
Reimbursement.  The Company agrees:


 


(1)                                  to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


(2)                                  except
as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture and incurred or made
without negligence, willful misconduct or bad faith of it or of its agents or
attorneys (including the reasonable compensation, disbursements and expenses of
its agents or attorneys);


 


(3)                                  to
indemnify each of the Trustee or any predecessor Trustee and their agents for,
and to hold them harmless against, any and all loss, damage, claim, liability
or expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim (whether
asserted by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, or in connection with enforcing the provisions of this Section; and


 


(4)                                  without
limiting any rights available to the Trustee under applicable law, that when
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(4) or Section 501(5), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


42

















 


Section 608.                                Disqualification;
Conflicting Interests.  If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by the Trust Indenture
Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than
one series, or by virtue of being a Trustee under this Indenture and under [(i) the Indenture dated as of October 11,
2006 between the Company and The Bank of New York, as Trustee or (ii)                                       ].


 


Section 609.                                Corporate Trustee
Required; Eligibility.  The Trustee
shall at all times satisfy the requirements of Section 310(a) of the
Trust Indenture Act.  The Trustee shall (i) be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, (ii) be
authorized under such laws to exercise corporate trust powers, (iii) have
a combined capital and surplus of at least $50,000,000, and (iv) be
subject to supervision or examination by Federal or State authority.  If such corporation files reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so filed.  If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. 
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six.  Neither the Company nor any Person directly
or indirectly controlling, controlled by or under common control with the
Company shall serve as Trustee for the Securities of any series issued
hereunder.


 


Section 610.                                Resignation and
Removal; Appointment of Successor. 
No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.


 


The
Trustee may resign as Trustee at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered to
the resigning Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


43

















 


The
Trustee may be removed as Trustee hereunder at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.


 


If at
any time an instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the date a
notice of removal is delivered to the Trustee, the Trustee being removed may,
at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


 


If at
any time:


 


(1)                                  the
Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months; or


 


(2)                                  the
Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder; or


 


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


 


then,
in any such case, (A) the Company by a Board Resolution may remove
the Trustee, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee or Trustees.


 


If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall  be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall 


 


44

















 


have been so appointed by the Company or the Holders and
shall have accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security for at least six months
may, subject to Section 514, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 


The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Security Register.  Each notice shall
include the name of the successor Trustee with respect to the Securities of
such series and the address of its Corporate Trust Office.


 


Section 611.                                Acceptance of
Appointment by Successor.


 


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


 


(b)                                 In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be


 


45

















 


trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


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


 


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


 


Section 612.                                Merger, Conversion,
Consolidation or Succession to Business. 
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 613.                                Preferential
Collection of Claims Against Company. 
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).


 


Section 614.                                Appointment of
Authenticating Agent.  The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes


 


46

















 


as if authenticated by
the Trustee hereunder.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State, Territory
or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent
files reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so filed.


 


If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent.


 


No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


47














 


The
Company agrees to pay to each Authenticating Agent from time to time
compensation for its services under this Section as agreed to in writing
between the parties.


 


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


 


This
is one of the Securities referred to in the within-mentioned Indenture.


 


 


	
   

  	
  The Bank of New York Trust Company,

  
	
   

  	
  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
					



 


ARTICLE
SEVEN



Holders’ Lists and Reports by Trustee and Company


 


Section 701.                                Company to Furnish
Trustee Names and Addresses of Holders. 
The Company will furnish or cause to be furnished to the Trustee:


 


(1)                                  semi-annually,
not more than 15 days after each Regular Record Date, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders
as of such Regular Record Date; and


 


(2)                                  at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, that no such list need be provided in any case to
the extent it would include names and addresses received by the Trustee in its
capacity as Security Registrar.


 


48

















 


Section 702.                                Preservation of
Information; Communications to Holders. 
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list
so furnished.


 


The
rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.


 


Every
Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


 


Section 703.                                Reports by Trustee.  The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.  If required
by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within 60 days after each May 15 following the date of this Indenture,
deliver to Holders a brief report, dated as of such May 15, which complies
with the provisions of such Section 313(a).


 


A copy
of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange, if any, upon which any
Securities are listed, with the Commission and with the Company.  The Company will notify the Trustee whenever
any Securities are listed on any stock exchange and any delisting thereof.


 


Section 704.                                Reports by Company.  The Company shall:


 


(1)                                  file
with the Trustee, within 15 days after the Company files the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time


 


49

















 


to time in such rules and regulations.  All reports, information and documents
described in this paragraph 704(1) and filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or any
successor system shall be deemed to be filed with the Trustee.  The Company also shall at all times comply
with the provisions of Section 314(a) of the Trust Indenture Act;


 


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


 


(3)                                  transmit
by mail, to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to Clauses (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


ARTICLE
EIGHT



Consolidation, Merger, Conveyance, Transfer or Lease


 


Section 801.                                Company May Consolidate,
Etc., Only on Certain Terms.


 


(a)                                  Subject
to Section 801(c), the Company shall not consolidate with or merge with or
into any other Person or convey, transfer or lease its assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge with or into the Company, unless:


 


(1)                                  the
Company is the surviving corporation in a merger or consolidation; or


 


(2)                                  in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases,


 


50

















 


the assets of the Company substantially as an entirety
shall be a corporation, partnership, trust or limited liability company,
organized and validly existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, the due
and punctual payment of the principal of and any premium and interest on all
the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed; and


 


(3)                                  immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and


 


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


 


(b)                                 Subject
to Section 801(c), any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result of any such transaction shall be treated
as having been incurred by the Company or such Subsidiary at the time of such
transaction.


 


(c)                                  The
provisions of Section 801(a) and (b) shall not be applicable to:


 


(1)                                  the
direct or indirect conveyance, transfer or lease of all or any portion of the
stock, assets or liabilities of any of the Company’s wholly owned Subsidiaries
to the Company or to other wholly owned Subsidiaries of the Company; or


 


(2)                                  any
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction unless such transaction or change of control is
structured to include a merger or consolidation by the Company or the
conveyance, transfer or lease of the Company’s assets substantially as an
entirety.


 


Section 802.                                Successor
Corporation Substituted.  Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of any lease, the
Company shall be


 


51

















 


relieved of all
obligations and covenants under this Indenture and the Securities and may be
dissolved and liquidated.


 


In
case of any such consolidation, merger, conveyance, transfer or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.


 


ARTICLE
NINE



Supplemental Indentures


 


Section 901.                                Supplemental
Indentures Without Consent of Holders. 
Without the consent of any Holders, the Company and, if applicable, the
Subsidiary Guarantor, in each case when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or, if applicable, into agreements supplemental
to any Subsidiary Guarantee, in form satisfactory to the Trustee, for any of
the following purposes:


 


(1)                                  to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities
or, if applicable, to evidence the succession of another Person to the
Subsidiary Guarantor and the assumption by any such successor of the Subsidiary
Guarantor’s obligations under any Subsidiary Guarantee (in either case with
such changes herein and therein as may be necessary or advisable to reflect
such Person’s legal status, if such Person is not a corporation); or


 


(2)                                  to
convey, transfer, assign, mortgage or pledge any property to or with the
Trustee or to surrender any right or power herein conferred upon the Company;
or


 


(3)                                  to
provide for the issuance under this Indenture of Securities in bearer form
(including securities registrable as to principal only) and to provide for
exchangeability of such Securities for Securities issued hereunder in fully
registered form, and to make all appropriate changes for such purpose; or


 


(4)                                  to
establish the form or terms of Securities of any series as permitted by Section 201
or Section 301; or


 


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


 


52

















 


(6)                                  to
add any additional Events of Default; or


 


(7)                                  to
secure the Securities; or


 


(8)                                  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee
pursuant to the requirements of Section 611(b); or


 


(9)                                  to
cure any ambiguity, to correct or supplement any provision herein, in any
Securities or in any Subsidiary Guarantee which may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture as the
Company and the Trustee may deem necessary and desirable, provided that
such action pursuant to this Clause (9) shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
or


 


(10)                            to
comply with the requirements of the Commission in order to effect or maintain
the qualification of this Indenture or any Subsidiary Guarantee under the Trust
Indenture Act or otherwise as necessary to comply with applicable law; or


 


(11)                            to
make any change that does not adversely affect the rights of any Holder in any
material respect.


 


Section 902.                                Supplemental
Indentures With Consent of Holders. 
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Subsidiary Guarantor and the Trustee, the Company and, if applicable, the
Subsidiary Guarantor, in each case when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture and, if applicable, the Subsidiary Guarantor and the Trustee may
enter into an agreement or agreements supplemental hereto to add to or to
change or eliminate any provisions of a Subsidiary Guarantee; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:


 


(1)                                  change
the Stated Maturity of the principal of, or any installment of interest payable
on, any Outstanding Security, or reduce the principal amount of or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of principal of an Original Issue Discount Security


 


53

















 


that would be due and payable upon redemption or would
be provable in bankruptcy, or adversely affect any right of repayment of the
Holder of any Security or change the Place of Payment or the coin or currency
in which, any Outstanding Security or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date); or


 


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


 


(3)                                  modify
any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Section 611 and Section 901(8).


 


A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture, or a supplemental agreement which changes or
eliminates any covenant or other provision of a Subsidiary Guarantee, which has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series.


 


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


 


Section 903.                                Execution of
Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be provided with, and
(subject to Section 601) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel each stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture,
and that all conditions precedent have been complied with.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own


 


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rights, duties,
protections, privileges, indemnities, liabilities or immunities under this
Indenture or otherwise.


 


Section 904.                                Effect of
Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 905.                                Conformity with
Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


Section 906.                                Reference in
Securities to Supplemental Indentures. 
Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE
TEN


 


Covenants


 


Section 1001.                          Payment of Principal, Premium
and Interest.  The Company covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of, premium, if any, and interest on the
Securities of that series in accordance with the terms of such Securities and
this Indenture.


 


Unless
otherwise specified as contemplated by Section 301, the Company shall pay
interest on overdue amounts at the rate set forth in the first paragraph of the
Securities, and it shall pay interest on overdue interest at the same rate (to
the extent that the payment of such interest shall be legally enforceable),
which interest on overdue interest shall accrue from the date such amounts
became overdue.


 


Section 1002.                          Maintenance of Office or
Agency.  The Company will maintain in
the Borough of Manhattan, The City of New York and each other Place of Payment
for any series, an office or agency where Securities of that series may be
presented or surrendered for payment, and an office or agency where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served.  The Company
initially appoints the Trustee, acting through an affiliate of its Corporate
Trust Office, as


 


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its agent for said
purposes.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency.  If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.


 


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


 


Section 1003.                          Money for Securities
Payments to Be Held in Trust.  If the
Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
or premium, if any, or interest on any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal, premium, if any, and any interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents, it will, prior to each due
date of the principal of or interest on any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (1) comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent, (2) give the Trustee notice
of any default by the Company (or any other obligor upon the Securities) in the
making of any payment of principal (and premium, if any) or interest, and (3) at
any time during the continuance of any such default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct


 


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any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by the Company or any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


 


Any
money or U.S. Government Obligation (including the proceeds thereof and the
interest thereon) deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be
paid to the Company at its option on Company Request (unless otherwise required
by mandatory provision of applicable escheat or abandoned or unclaimed property
law) or (if then held by the Company) shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property
law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 1004.                          Statement by Officers as
to Default.  The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers’ Certificate covering the
preceding fiscal year, stating whether or not, to the best knowledge of the
signers thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


Section 1005.                          Existence.  Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its legal existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.


 


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Section 1006.                          Payment of Taxes.  The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary, and lawful claims for labor, materials and supplies,
which, if unpaid, might by law become a Lien upon the property of the Company
or any Restricted Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment or governmental charge whose amount, applicability or
validity is being contested in good faith by appropriate proceedings or where
the failure to effect such payment is not adverse in any material respect to
the Holders of the Securities.


 


Section 1007.                          Limitation on Liens.  The Company will not, nor will it permit any
Restricted Subsidiary, directly or indirectly, to, create, issue, assume,
incur, or guarantee or become liable with respect to indebtedness for money
borrowed if such indebtedness is secured by a Lien on any present or future
common stock of any Restricted Subsidiary (whether such shares of common stock
are now owned or hereafter acquired) without in any such case making or causing
to be made effective a provision (and the Company covenants that in any such
case it shall make or cause to be made effective such provision) whereby the
Securities, will be secured equally and ratably with, or prior to, such
indebtedness or guarantee; it being understood that in such event the Company
may also so secure any other such indebtedness of the Company or such
Restricted Subsidiary entitled thereto, subject to any applicable priority of
payment.


 


Section 1008.                          Waiver of Certain
Covenants.  The Company may omit in
any particular instance to comply with any term, provision, covenant or
condition set forth in any covenant provided pursuant to Section 901(5) for
the benefit of the Holders or in any of Section 1006 and Section 1007,
with respect to the Securities of any series if before or after the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


 


Section 1009.                          Calculation of Original
Issue Discount.  The Company shall
file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the
end of such year and (ii) such other specific information relating
to such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.


 


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ARTICLE
ELEVEN



Redemption of Securities


 


Section 1101.                          Company’s Right of
Redemption.  Unless otherwise
specified as contemplated by Section 301 with respect to the Securities of
a particular series, and notwithstanding any additional redemption rights that
may be so specified, the Company may, at its option, redeem the Securities of
any series after their date of issuance in whole or in part at any time and
from time to time, subject to the provisions of this Section 1101 and the
other provisions of this Article Eleven. 
Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of a particular series, the redemption price for any
Security so redeemed shall be equal to 100% of the principal amount of such
Securities then Outstanding plus accrued and unpaid interest up to, but
excluding, the date fixed for redemption; provided, however, that
installments of accrued and unpaid interest whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 307, unless otherwise so specified.


 


Section 1102.                          Applicability of Article.  Redemption of Securities, as permitted or
required by any form of Security issued pursuant to this Indenture or the
documentation providing therefor, shall be made in accordance with such form of
Security or documentation and this Article Eleven; provided, however,
that if any provision of any such form of Security or documentation shall
conflict with any provision of this Article, the provision of such form of
Security or documentation shall govern. 
Except as otherwise set forth in the form of Security for such series or
such documentation, each Security shall be subject to partial redemption only
in the amount of $1,000 or integral multiples of $1,000.


 


Section 1103.                          Election to Redeem; Notice
to Trustee.  The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at
the election of the Company of the Securities of a series, the Company shall,
at least 45 days but not more than 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed.  In the case of any
redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or (b) pursuant
to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers’ Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.


 


Section 1104.                          Selection by Trustee of
Securities to Be Redeemed.  If less
than all the Securities are to be redeemed (unless such redemption affects only
a single Security), 


 


59

















 


the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee in its sole discretion
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security, provided
that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.  If less
than all the Securities and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities and specified tenor not
previously called for redemption in accordance with the preceding sentence.


 


The Trustee shall
promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two
preceding paragraphs shall not apply with respect to any redemption affecting
only a single Security, whether such Security is to be redeemed in whole or in
part.  In the case of any such redemption
in part, the unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities which has been or is to be redeemed.  If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof
shall not be included in the Securities selected for redemption.


 


Section 1105.                          Notice of Redemption.  Unless otherwise specified as contemplated by
Section 301 with respect to the Securities of a particular series, notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at its address appearing in the Security
Register.  Unless the Company defaults in
payment of the Redemption Price, on and after the Redemption Date, interest
shall cease to accrue on the Securities.


 


All notices of redemption
shall state:


 


(1)                                  the
Redemption Date;


 


(2)                                  the
Redemption Price, or if not then ascertainable, the manner of calculation
thereof;


 


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(3)                                  if
less than all the Outstanding Securities consisting of more than a single
Security are to be redeemed, the identification (and, in the case of partial
redemption of any such Securities, the principal amounts) of the particular
Securities to be redeemed and, if less than all the Outstanding Securities
consisting of a single Security are to be redeemed, the principal amount of the
particular Security to be redeemed;


 


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


 


(5)                                  the
place or places where each such Security is to be surrendered for payment of
the Redemption Price; and


 


(6)                                  the
CUSIP numbers, if any.


 


Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company and shall be irrevocable.  The notice if mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.  In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other
Security.


 


Section 1106.                          Deposit of Redemption
Price.  Prior to 10:00 a.m. New
York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.


 


Section 1107.                          Securities Payable on
Redemption Date.  Notice of
redemption having been given pursuant to Section 1005, the Securities to
be so redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear or accrue any interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with any accrued but unpaid interest
to, but excluding, the Redemption Date; provided, however, that
installments of accrued and unpaid interest whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 307, unless 


 


61

















 


in connection with
a Redemption Date falling on an Interest Payment Date, the Securities of the
particular series provide that interest payable on an Interest Payment Date
that is a Redemption Date shall be paid to the Person to whom principal is
payable.


 


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


 


Section 1108.                          Securities Redeemed in
Part.  Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of like tenor, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE
TWELVE


 


Defeasance
and Covenant Defeasance


 


Section 1201.                          Company’s Option to Effect
Defeasance or Covenant Defeasance. 
The Company may elect, at its option at any time, to have Section 1202
or Section 1203 applied to any Securities upon compliance with the
conditions set forth below in this Article. 
Any such election shall be evidenced by a Board Resolution.


 


Section 1202.                          Defeasance and Discharge.  Upon the Company’s exercise of its option (if
any) to have this Section applied to any Securities, the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions
set forth in Section 1204 are satisfied (hereinafter called “Defeasance”).  For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), subject to the
following, which shall survive until otherwise terminated or discharged
hereunder:  (1) the Company’s
obligations with respect to such Securities under Section 304, Section 305,
Section 306, Section 1002 and Section 1003; (2) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including but not limited to those enumerated under Section 601, Section 603
and Section 607; and (3) this Article.  Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to
any Securities 


 


62

















 


notwithstanding
the prior exercise of its option (if any) to have Section 1203 applied to
such Securities.


 


Section 1203.                          Covenant Defeasance.  Upon the Company’s exercise of its option (if
any) to have this Section applied to any Securities (1) the
Company shall be released from its obligations under Section 801, Section 1006
and Section 1007, and any covenants provided pursuant to Section 901(5) for
the benefit of the Holders of such Securities; and (2) the
occurrence of any event specified in Section 501(3) (with respect to
any of Section 801, Section 1006 and Section 1007, and any such
covenants provided pursuant to Section 901(5)) shall be deemed not to be
or result in an Event of Default, in each case with respect to such Securities
as provided in this Section on and after the date the conditions set forth
in Section 1204 are satisfied (hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 501(3)), whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


Notwithstanding any
Covenant Defeasance with respect to Section 801, any Person that would
otherwise have been required to assume the obligations of the Company pursuant
to said Section shall be required, as a condition to any merger,
consolidation, conveyance, transfer or lease contemplated thereby, to assume
the obligations of the Company to the Trustee under Section 607 and Section 1205.


 


Section 1204.                          Conditions to Defeasance
or Covenant Defeasance.  The following
shall be the conditions to the application of Section 1202 or Section 1203
to any Securities:


 


(1)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money, or (B) Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money, or (C) a combination
thereof, in each case in an amount sufficient to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and any premium and interest on such Securities
due on or before the respective Stated Maturities or the Redemption Date, in
accordance with the terms of this Indenture and such Securities; provided
that the Trustee shall have the 


 


63

















 


right (but not the obligation) to require the Company
to deliver to the Trustee an opinion of a nationally recognized firm of
independent public accountants expressed in a written certification, or other
evidence satisfactory to the Trustee, as to the sufficiency of deposits made by
the Company pursuant to this Section.


 


(2)                                  In
the event of an election to have Section 1202 apply to any Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there
has been a change in the applicable Federal income tax law, in the case of
either (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)                                  In
the event of an election to have Section 1203 apply to any Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.


 


(4)                                  No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Section 501(4) and Section 501(5), at
any time on or prior to the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
after such 90th day).


 


(5)                               Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any indenture or other agreement or instrument
for borrowed money to which the Company is a party or by which it is bound.


 


(6)                                  Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under the
Investment Company Act or exempt from registration thereunder.


 


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(7)                                  If
such Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


 


(8)                                  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


 


Section 1205.                          Deposited Money and Government
Obligations to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (including
the proceeds thereof and the interest thereon) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section and Section 1206,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1204 in respect of any Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 1204
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or Government Obligations held
by it as provided in Section 1204 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee or in the
opinion of such other Persons delivered to the Trustee as shall be reasonably
satisfactory to the Trustee (which may be the same opinion delivered to the
Trustee under Section 1204(1)), are in excess of the amount thereof which
would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 


Section 1206.                          Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or Governmental
Authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and 


 


65

















 


such Securities
from which the Company has been discharged or released pursuant to Section 1202
or Section 1203 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust pursuant to Section 1205 with respect to such Securities in
accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.


 


Section 1207.                          Qualifying Trustee.  Any trustee appointed pursuant to Section 1204
for the purpose of holding trust funds deposited pursuant to that Section shall
be appointed under an agreement in form acceptable to the Trustee and shall
provide to the Trustee a certificate of such trustee, upon which certificate the
Trustee shall be entitled to conclusively rely, that all conditions precedent
provided for herein to the related Defeasance or Covenant Defeasance have been
complied with.  In no event shall the
Trustee be liable for any acts or omissions of said trustee.


 


* * *


 


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


 


66

















 


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


 


 


	
   

  	
  PRINCIPAL FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL FINANCIAL SERVICES, 

  INC., as guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


67














 


EXHIBIT A


 


[SPECIMEN BOND]


 


(FORM OF FACE OF SECURITY)


 


[If
the Security is an Original Issue Discount Security, insert—For purposes of Section 1271
of the United States Internal Revenue Code of 1986, as amended, the issue price
of this security is       % of its principal
amount and the Issue Date is
                      ]


 


PRINCIPAL
FINANCIAL GROUP, INC.

[Title of Security]


 


	
   

  	
   

  	
  CUSIP:                         

  
	
  No.                 

  	
   

  	
  $              

  



 


PRINCIPAL
FINANCIAL GROUP, INC., a corporation organized and existing under the laws of
Delaware (hereinafter called the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [Insert if Global Security-Cede &
Co.], or registered assigns, the principal sum of
                    
Dollars on
                    
[If the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from
                    
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on
                    
and                     
in each year, commencing
                    ,
at the rate of       % per annum, on the basis of
a 360-day year consisting of twelve 30-day months, until the
principal hereof is paid or duly provided for or made available for payment]
[(If applicable insert – , and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of
      % per annum on any overdue principal and
premium and on any overdue installment of interest)].


 


[If
the Security is to bear interest prior to Maturity, insert — The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the date
which is fifteen days (whether or not a Business Day) next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of 


 


A-1

















 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
  PRINCIPAL FINANCIAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-2

















 


CERTIFICATE OF AUTHENTICATION


 


This
is one of the Securities referred to in the within–mentioned Indenture.


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
					



 


A-3

















 


FORM OF REVERSE OF SECURITY


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series
under a Senior Indenture, dated as of
                                
as supplemented and amended from time to time (herein called the “Indenture”),
between the Company, Principal Financial Services, Inc., as guarantor
(herein called the “Subsidiary Guarantor”) and The Bank of New York
Trust Company N.A., as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Subsidiary Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof [if applicable
insert –, limited in aggregate principal amount to $
                      ].


 


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


 


[If
applicable, insert — The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days’ notice by mail, at any time [on or
after
                                ],
as a whole or in part, at the election of the Company.  The Redemption Price for any Security so
redeemed shall be equal to 100% of the principal amount of such Securities then
Outstanding plus accrued and unpaid interest up to but not including the date
fixed for redemption.  In the event of
redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]


 


[Installments
of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this
series, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Regular Record Dates according to their terms.]


 


The
Indenture contains provisions for satisfaction, discharge and defeasance of the
entire indebtedness on this security, upon compliance by the Company with
certain conditions set forth therein.


 


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


 


A-4

















 


declared due and payable in the manner and with the
effect provided in the Indenture.  Such
amount shall be equal to – insert formula for determining the amount.


 


Upon
payment of the amount of principal so declared due and payable [if applicable
insert — and of interest on any overdue principal and overdue interest (in each
case to the extent that the payment of such interest shall be legally
enforceable)], all of the Company’s obligations in respect of the payment of
the principal of and interest, if any, on the Securities of this series shall
terminate.]


 


[If
the securities of this series are not guaranteed by the Subsidiary Guarantor,
insert — The Subsidiary Guarantor shall not guarantee the obligations of the
Company under this Security.]  [If the
securities of this series are guaranteed by the Subsidiary Guarantor, insert —
The Subsidiary Guarantor shall guarantee, on an unsecured senior basis, the
obligations of the Company this Security, subject to the terms, conditions and
limitations provided in the Indenture.]


 


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


 


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


 


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


 


A-5

















 


series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


 


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


 


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


 


The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS SECURITY OR THE
TRANSACTION CONTEMPLATED HEREBY.


 


A-6