Exhibit 4.06


 


PRINCIPAL
FINANCIAL GROUP, INC.


 


and


 


PRINCIPAL
FINANCIAL SERVICES, INC.,


 


as guarantor


 


to


 


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


 


as Trustee


 


SUBORDINATED
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

  	
  15

  
	
  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

  	
  23

  
	
  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

  	
  28

  
	
  Section 309.

  	
  Cancellation

  	
  28

  
	
  Section 310.

  	
  Computation of Interest

  	
  28

  
				



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 311.

  	
  CUSIP Numbers

  	
  29

  
	
   

  	
   

  	
   

  
	
  Article Four

  	
   

  
	
   

  	
   

  
	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
  29

  
	
  Section 402.

  	
  Application of Trust Money

  	
  30

  
	
   

  	
   

  	
   

  
	
  Article Five

  	
   

  
	
   

  	
   

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
  31

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  32

  
	
  Section 503.

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
  33

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
  34

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
  34

  
	
  Section 506.

  	
  Application of Money Collected

  	
  35

  
	
  Section 507.

  	
  Limitation on
  Suits

  	
  35

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  36

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
  36

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
  36

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
  37

  
	
  Section 512.

  	
  Control by Holders

  	
  37

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
  37

  
	
  Section 514.

  	
  Undertaking for Costs

  	
  37

  
	
  Section 515.

  	
  Waiver of Usury, Stay or Extension Laws

  	
  38

  
	
   

  	
   

  	
   

  
	
  Article Six

  	
   

  
	
   

  	
   

  	
   

  
	
  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain Duties and Responsibilities.

  	
  38

  
	
  Section 602.

  	
  Notice of Defaults

  	
  39

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
  40

  
	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  42

  
	
  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

  	
  44

  
	
  Section 611.

  	
  Acceptance of Appointment by Successor.

  	
  45

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
  47

  
	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
  47

  
	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
  47

  
	
   

  	
   

  	
   

  
	
  Article Seven

  	
   

  
	
   

  	
   

  
	
  Holders’ Lists and Reports by
  Trustee and Company

  	
   

  
	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
  49

  
	
  Section 702.

  	
  Preservation of Information; Communications to
  Holders

  	
  49

  
	
  Section 703.

  	
  Reports by Trustee

  	
  50

  
	
  Section 704.

  	
  Reports by Company

  	
  50

  
	
   

  	
   

  	
   

  
	
  Article Eight

  	
   

  
	
   

  	
   

  
	
  Consolidation, Merger, Conveyance,
  Transfer or Lease

  	
   

  
	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on Certain
  Terms

  	
  51

  
	
  Section 802.

  	
  Successor Corporation Substituted

  	
  52

  
	
   

  	
   

  	
   

  
	
  Article Nine

  	
   

  
	
   

  	
   

  
	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
  52

  
	
  Section 902.

  	
  Supplemental Indentures With Consent of Holders

  	
  54

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
  55

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
  55

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
  56

  
	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
  56

  
	
   

  	
   

  	
   

  
	
  Article Ten

  	
   

  
	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
  56

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
  56

  
	
  Section 1003.

  	
  Money for Securities Payments to Be Held in Trust

  	
  57

  
	
  Section 1004.

  	
  Statement by Officers as to Default

  	
  58

  



 


iii

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 1005.

  	
  Existence

  	
  58

  
	
  Section 1006.

  	
  Payment of Taxes

  	
  58

  
	
  Section 1007.

  	
  Limitation on
  Liens

  	
  59

  
	
  Section 1008.

  	
  Waiver of Certain Covenants

  	
  59

  
	
  Section 1009.

  	
  Calculation of Original Issue Discount

  	
  59

  
	
   

  	
   

  	
   

  
	
  Article Eleven

  	
   

  
	
   

  	
   

  
	
  Redemption of Securities

  	
   

  
	
   

  	
   

  
	
  Section 1101.

  	
  Company’s Right of Redemption

  	
  60

  
	
  Section 1102.

  	
  Applicability of Article

  	
  60

  
	
  Section 1103.

  	
  Election to Redeem; Notice to Trustee

  	
  60

  
	
  Section 1104.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
  60

  
	
  Section 1105.

  	
  Notice of Redemption

  	
  61

  
	
  Section 1106.

  	
  Deposit of Redemption Price

  	
  62

  
	
  Section 1107.

  	
  Securities Payable on Redemption Date

  	
  62

  
	
  Section 1108.

  	
  Securities Redeemed in Part

  	
  63

  
	
   

  	
   

  	
   

  
	
  Article Twelve

  	
   

  
	
   

  	
   

  
	
  Subordination of Securities

  	
   

  
	
   

  	
   

  
	
  Section 1201.

  	
  Securities Subordinate to Senior Indebtedness of the
  Company

  	
  63

  
	
  Section 1202.

  	
  Payment Over Proceeds Upon Dissolution, Etc

  	
  63

  
	
  Section 1203.

  	
  Prior Payment to Senior Indebtedness of the Company
  Upon Acceleration of Securities

  	
  65

  
	
  Section 1204.

  	
  No Payment When Senior Indebtedness of the Company
  in Default

  	
  65

  
	
  Section 1205.

  	
  Payment Permitted If No Default

  	
  66

  
	
  Section 1206.

  	
  Subrogation to Rights of Holders of Senior
  Indebtedness of the Company

  	
  66

  
	
  Section 1207.

  	
  Provisions Solely to Define Relative Rights

  	
  67

  
	
  Section 1208.

  	
  Trustee to Effectuate Subordination

  	
  67

  
	
  Section 1209.

  	
  No Waiver of Subordination Provisions

  	
  67

  
	
  Section 1210.

  	
  Notice to Trustee

  	
  68

  
	
  Section 1211.

  	
  Reliance on Judicial Order of Certificate of
  Liquidating Agent or Other Notices

  	
  68

  
	
  Section 1212.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness of the Company

  	
  69

  
	
  Section 1213.

  	
  Rights of Trustee as Holder of
  Senior Indebtedness of the Company; Preservation of Trustee’s Rights

  	
  69

  
	
  Section 1214.

  	
  Article Applicable to Paying Agents

  	
  69

  



 


iv

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1215.

  	
  Certain Conversions or Exchanges Deemed Payment

  	
  69

  
	
   

  	
   

  	
   

  
	
  Article Thirteen

  	
   

  
	
   

  	
   

  
	
  Subordination of Subsidiary
  Guarantee

  	
   

  
	
   

  	
   

  
	
  Section 1301.

  	
  Subsidiary Guarantee Subordinate to Senior Indebtedness
  of the Subsidiary Guarantor

  	
  70

  
	
  Section 1302.

  	
  Payment Over of Proceeds Upon Dissolution, Etc

  	
  70

  
	
  Section 1303.

  	
  Prior Payment to Senior
  Indebtedness of the Subsidiary Guarantor Upon Acceleration of Securities

  	
  72

  
	
  Section 1304.

  	
  No Payment When Senior Indebtedness of Subsidiary
  Guarantor in Default

  	
  72

  
	
  Section 1305.

  	
  Payment Permitted If No Default

  	
  73

  
	
  Section 1306.

  	
  Subrogation to Rights of Holders of Senior
  Indebtedness of the Subsidiary Guarantor

  	
  73

  
	
  Section 1307.

  	
  Provisions Solely to Define Relative Rights

  	
  74

  
	
  Section 1308.

  	
  Trustee to Effectuate Subordination

  	
  74

  
	
  Section 1309.

  	
  No Waiver of Subordination Provisions

  	
  75

  
	
  Section 1310.

  	
  Notice to Trustee

  	
  75

  
	
  Section 1311.

  	
  Reliance on Judicial Order of Certificate of
  Liquidating Agent or Other Notices

  	
  75

  
	
  Section 1312.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness of the Subsidiary Guarantor

  	
  76

  
	
  Section 1313.

  	
  Rights of Trustee as Holder of
  Senior Indebtedness of the Subsidiary Guarantor; Preservation of Trustee’s
  Rights

  	
  76

  
	
  Section 1314.

  	
  Article Applicable to Paying Agents

  	
  77

  
	
  Section 1315.

  	
  Certain Conversions or Exchanges Deemed Payment

  	
  77

  
	
   

  	
   

  	
   

  
	
  Article Fourteen

  	
   

  
	
   

  	
   

  
	
  Defeasance and Covenant Defeasance

  	
   

  
	
   

  	
   

  
	
  Section 1401.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
  77

  
	
  Section 1402.

  	
  Defeasance and Discharge

  	
  77

  
	
  Section 1403.

  	
  Covenant Defeasance

  	
  78

  
	
  Section 1404.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  78

  
	
  Section 1405.

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

  	
  80

  
	
  Section 1406.

  	
  Reinstatement

  	
  80

  
	
  Section 1407.

  	
  Qualifying Trustee

  	
  81

  
	
   

  	
   

  	
   

  
	
  Exhibit A:  Form of Security

  	
   

  



 


v

















 


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

  



 


vi

















 


	
  (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.


 


vii

















 


SUBORDINATED 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 a 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 subordinated 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 subordinated
basis and 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 Sections 303, 304,
305 and 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
Department, 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 1403.


 


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


 


“Defeasance” has the meaning specified in Section 1402.


 


3

















 


“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 (1) by 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.


 


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


 


4

















 


“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.


 


“Junior Subordinated Payment” has the meaning specified in Section 1202.


 


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


 


“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 


 


5

















 


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.


 


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


 


6

















 


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.


 


“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.


 


“Proceeding” has the meaning specified in Section 1202.


 


7

















 


“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.


 


“Senior Indebtedness” means the principal of (and premium, if
any) and interest, if any (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company or
the Subsidiary Guarantor, as applicable, 


 


8

















 


whether
or not such claim for post-petition interest is allowed in such proceeding), on
Indebtedness (of the Company or the Subsidiary Guarantor, as applicable),
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding or pursuant to the terms established pursuant
to Section 301 hereof, it is provided that such obligations are not
superior in right of payment to the Securities or to other Indebtedness which
is pari passu with, or subordinated to, the Securities.


 


“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 subordinated 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 subordinated 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.


 


“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.


 


“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 


 


9

















 


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.


 


“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 


 


10

















 


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.


 


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.


 


(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 


 


11

















 


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
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 


 


12

















 


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 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;


 


13














 


(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 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.


 


14

















 


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.


 


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 


 


15

















 


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.


 


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 


 


16

















 


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 Global Security or
Securities evidencing the Securities of a series (and all Securities issued in
exchange therefore) 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:


 


17

















 


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:

  	
   

  	
   

  	
   

  
					



 


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)           the 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, 305, 306, 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;


 


18

















 


(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;


 


(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;


 


19














 


(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;


 


(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)            the relative degree, if any, to
which the Securities of the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not;


 


(s)           whether and under what circumstances
any or all of the provisions of this Indenture relating to the subordination of
the Securities (including the provisions of Article Twelve), or different
subordination provisions, including a different definition of “Senior
Indebtedness” will apply or cease to apply to Securities of the series;


 


(t)            provided the Securities of such
series are non-convertible, whether the Subsidiary Guarantor will guarantee, on
an unsecured subordinated 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 


 


20

















 


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


 


(u)           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.


 


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 


 


21

















 


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 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.  


 


22

















 


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
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 


 


23

















 


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 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 


 


24

















 


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 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, 906 or 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 


 


25

















 


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 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.


 


26

















 


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 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.


 


27














 


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.


 


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.


 


28

















 


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:


 


(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,


 


29

















 


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 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 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 


 


30

















 


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


 


(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 


 


31

















 


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 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, provided that the payment of principal and
interest on such Securities shall remain subordinated to the extent provided in
Article Twelve.  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 


 


32

















 


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:


 


(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 


 


33

















 


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


 


(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 


 


34

















 


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 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;


 


35














 


(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 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 


 


36

















 


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.


 


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 


 


37

















 


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 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



 


38

















 


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 series,
determined as provided in Sections 101, 104 and 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,



 


39

















 


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
(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;


 


(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;


 


40

















 


(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
(2), or (ii) any default or Event of Default of which a Responsible
Officer shall have received written notification from the Company 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 


 


41

















 


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.


 


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 Sections 608 and 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);


 


42

















 


(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.


 


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 


 


43

















 


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.


 


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


 


44

















 


(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 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 


 


45

















 


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 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 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.


 


46

















 


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
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.


 


47














 


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.


 


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:

  	
   

  	
   

  	
   

  	
   

  
					



 


48

















 


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.


 


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.


 


49

















 


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 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 


 


50

















 


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, 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, 


 


51

















 


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 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, 


 


52

















 


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
Sections 201 or 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


 


(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 


 


53

















 


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
modify the provisions in Article Twelve of this Indenture with respect to
the subordination of Outstanding Securities of any series in a manner not
materially adverse to the Holders thereof; or


 


(12)                            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 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 


 


54

















 


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
901(8); or


 


(4)                                  modify
the provisions of Article Twelve of this Indenture with respect to the
subordination of Outstanding Securities of any series in a manner materially
adverse to the Holders thereof.


 


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
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 


 


55

















 


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 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 


 


56

















 


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 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 


 


57

















 


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.


 


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 


 


58

















 


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 Sections 1006 and 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.


 


59














 


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), 


 


60

















 


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;


 


61

















 


(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 1105, 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 


 


62

















 


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


 


Subordination
of Securities


 


Section 1201.         Securities Subordinate to Senior
Indebtedness of the Company.  The
Company covenants and agrees, and each Holder of a Security, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all amounts then due and payable in respect of all Senior
Indebtedness of the Company. Each Holder, by its acceptance hereof, waives all
notice of acceptance of the subordination provisions contained herein by each
holder of Senior Indebtedness of the Company, whether now outstanding or
hereafter incurred and waives reliance by each such holder upon said
provisions.


 


Section 1202.         Payment Over Proceeds Upon
Dissolution, Etc.  Upon any payment
or distribution of assets to creditors upon any liquidation, dissolution,
winding up, reorganization, assignment for the benefit of creditors, marshaling
of assets or any bankruptcy, insolvency, debt restructuring or similar
proceedings in connection with the Company’s insolvency or bankruptcy (each
such event, if any, herein sometimes referred to as a “Proceeding”), the
holders of Senior Indebtedness of the Company shall be entitled to receive
payment in full of principal of (and premium, if any) and interest, if any, on
such Senior Indebtedness, or provision shall be made for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
such Senior Indebtedness, before the Holders of the Securities are entitled to
receive or retain any payment or distribution of any kind or character, whether
in cash, property or securities 


 


63

















 


(including any payment or
distribution which may be payable or deliverable by reason of the payment of
any other Indebtedness of the Company (including any series of the Securities)
subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as a “Junior Subordinated Payment”), on
account of principal of (or premium, if any) or interest on the Securities or
on account of the purchase or other acquisition of Securities by the Company or
any Subsidiary and to that end the holders of Senior Indebtedness of the
Company shall be entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash, property
or securities, including any Junior Subordinated Payment, which may be payable or
deliverable in respect of the Securities in any such Proceeding.


 


In the
event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any Junior Subordinated Payment, before
all Senior Indebtedness of the Company is paid in full or payment thereof is
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of such Senior Indebtedness, and if written notice thereof from
the Company or any holder of such Senior Indebtedness (or any trustee, agent or
representative therefor) shall, at least three Business Days prior to the time
of such payment or distribution, have been received by a Responsible Officer of
the Trustee or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the Company
for application to the payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay all Senior Indebtedness of the Company in full,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness.


 


For
purposes of this Article only, the words “any payment or distribution of
any kind or character, whether in cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment which securities are subordinated in right of
payment to all then outstanding Senior Indebtedness of the Company to
substantially the same extent as the Securities are so subordinated as provided
in this Article.  The consolidation of
the Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the sale of all of its
properties and assets or of its properties and assets substantially as an
entirety to another Person or the liquidation or dissolution of the Company following
the sale of all of its properties and assets or of its properties and assets
substantially as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by sale all such
properties and assets or such properties and assets 


 


64

















 


substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article Eight.


 


Section 1203.         Prior Payment to Senior Indebtedness
of the Company Upon Acceleration of Securities.  In the event that any Securities are declared
due and payable before their Stated Maturity, then and in such event the
holders of the Senior Indebtedness of the Company outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in full
of all amounts due on or in respect of such Senior Indebtedness (including any
amounts due upon acceleration), or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders
of such Senior Indebtedness, before the Holders of the Securities are entitled
to receive any payment or distribution of any kind or character, whether in
cash, properties or securities (including any Junior Subordinated Payment) by
the Company on account of the principal of (or premium, if any) or interest on
the Securities or on account of the purchase or other acquisition of Securities
by the Company or any Subsidiary; provided, however, that nothing
in this Section shall prevent the satisfaction of any sinking fund payment
in accordance with this Indenture or as otherwise specified as contemplated by Section 301
for the Securities of any series by delivering and crediting as contemplated by
Section 301 for the Securities of any series Securities which have been
acquired (upon redemption or otherwise) prior to such declaration of
acceleration.


 


In the
event that, notwithstanding the foregoing, the Company shall make any payment
to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section, and if written notice of such fact from the Company
or any holder of Senior Indebtedness of the Company (or any trustee, agent or
representative therefor) shall, at least three Business Days prior to the time
of such payment, have been received by a Responsible Officer of the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company.


 


The
provisions of this Section shall not apply to any payment with respect to
which Section 1202 would be applicable.


 


Section 1204.         No Payment When Senior Indebtedness
of the Company in Default.  (a) In
the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Indebtedness of the
Company, or in the event that any event of default with respect to any such
Senior Indebtedness shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or such event of default,
then no 


 


65

















 


payment or distribution
of any kind or character, whether in cash, properties or securities (including
any Junior Subordinated Payment) shall be made by the Company on account of
principal of (or premium, if any) or interest, if any, on the Securities or on
account of the purchase or other acquisition of Securities by the Company or
any Subsidiary; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with this
Indenture or as otherwise specified as contemplated by Section 301 for the
Securities of any series by delivering and crediting pursuant to Section 1202
or as otherwise specified as contemplated by Section 301 for the
Securities of any series Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default.


 


In the
event that, notwithstanding the foregoing, the Company shall make any payment
to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section, and if written notice thereof from the Company or
any holder of Senior Indebtedness of the Company (or any trustee, agent or
representative therefor) shall, at least three Business Days or prior to the
time of such payment, have been received by the Trustee or, as the case may be,
such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.


 


The
provisions of this Section shall not apply to any payment with respect to
which Section 1202 would be applicable.


 


Section 1205.         Payment Permitted If No Default.  Nothing contained in this Article or
elsewhere in this Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any Proceeding referred to
in Section 1202 or under the conditions described in Sections 1203 and
1204, from making payments at any time of principal of (and premium, if any) or
interest on the Securities, or (b) the application by the Trustee
of any money or Government Obligations deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities or the retention of such payment by the Holders, if, at least
three Business Days prior to the time of such application by the Trustee, a
Responsible Officer of the Trustee did not receive written notice from the
Company or any holder of Senior Indebtedness of the Company (or any trustee,
agent or representative therefor) that such payment would have been prohibited
by the provisions of this Article. 
Notwithstanding anything herein to the contrary, money or Government
Obligations held in trust pursuant to Section 402 shall not be subject to
the claims of the holders of Senior Indebtedness of the Company under this Article Twelve.


 


Section 1206.         Subrogation to Rights of Holders of
Senior Indebtedness of the Company. 
Subject to the payment in full of all Senior Indebtedness of the
Company, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Indebtedness,
the Holders of the Securities shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to
the provisions of this Article (equally and ratably with 


 


66

















 


the holders of all
indebtedness of the Company which by its express terms is subordinated to
Senior Indebtedness of the Company to substantially the same extent as the
Securities are subordinated to such Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to
holders of such Senior Indebtedness) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness of the Company until the principal
of (and premium, if any) and interest on the Securities shall be paid in
full.  For purposes of such subrogation
or assignment, no payments or distributions to the holders of the Senior
Indebtedness of the Company of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of such Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of such Senior Indebtedness.


 


Section 1207.         Provisions Solely to Define Relative
Rights.  The provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior
Indebtedness of the Company on the other hand. 
Nothing contained in this Article or elsewhere in this Indenture or
in the Securities is intended to or shall (a) impair, as between
the Company and the Holders of the Securities, the obligations of the Company,
which are absolute and unconditional, to pay to the Holders of the Securities
the principal of (and premium, if any) and interest on the Securities as and
when the same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than their rights in relation to the holders of
Senior Indebtedness of the Company; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture including, without limitation,
filing and voting claims in any Proceeding, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness of the Company to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.


 


Section 1208.         Trustee to Effectuate Subordination.  Each Holder of a Security by his or her
acceptance thereof authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination provided in this Article and appoints the
Trustee his or her attorney-in-fact for any and all such purposes.


 


Section 1209.         No Waiver of Subordination
Provisions.  No right of any present
or future holder of any Senior Indebtedness of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or 


 


67

















 


failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or be otherwise charged with.


 


Section 1210.         Notice to Trustee.  The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities.  Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
actual knowledge of the existence of any facts which would prohibit the making
of any payment to or by the Trustee in respect of the Securities, unless and
until a Responsible Officer of the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness of the Company or
from any trustee, agent or representative therefor (whether or not the facts
contained in such notice are true); provided, however, that if
the Trustee shall not have received the notice provided for in this Section at
least three Business Days prior to the date upon which by the terms hereof any
monies may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies and to apply the
same to the purpose for which they were received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date.


 


Section 1211.         Reliance on Judicial Order of
Certificate of Liquidating Agent or Other Notices.  Upon any payment or distribution of assets of
the Company referred to in this Article, the Trustee, subject to the provisions
of Article Six, and the Holders of the Securities shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in
which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article.


 


The
Trustee shall be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a holder of Senior Indebtedness of the
Company (or an agent or representative of such holder or a trustee under any
indenture under which any instruments evidencing any such Senior Indebtedness
of the Company may have been issued) to establish that such notice has been
given by a holder of such Senior Indebtedness or such agent or representative
or trustee on behalf of such holder.  In
the event that the Trustee determines in good faith that further evidence is
required with 


 


68

















 


respect to the right of any Person as a holder of
Senior Indebtedness of the Company to participate in any payment or
distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness of the Company held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the right of such Person under
this Article Twelve, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment or distribution.


 


Section 1212.         Trustee Not Fiduciary for Holders of
Senior Indebtedness of the Company. 
The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the
Company and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article or
otherwise.


 


With
respect to the holders of Senior Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of such Senior Indebtedness shall be read
into this Indenture against the Trustee.


 


Section 1213.         Rights of Trustee as Holder of
Senior Indebtedness of the Company; Preservation of Trustee’s Rights.  The Trustee or any Authenticating Agent in
its individual capacity shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness of the Company which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness of the
Company, and nothing in this Indenture shall deprive the Trustee or any
Authenticating Agent of any of its rights as such holder.


 


Nothing
in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.


 


Section 1214.         Article Applicable to Paying
Agents.  In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition
to or in place of the Trustee.


 


Section 1215.         Certain Conversions or Exchanges
Deemed Payment.  For the purposes of
this Article only, (a) the issuance and delivery of junior
securities upon


 


69














 


conversion or exchange of
Securities shall not be deemed to constitute a payment or distribution on
account of the principal of (or premium, if any) or interest on Securities or
on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than
junior securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such Security.  For the purposes of this Section, the term “junior
securities” means (i) shares of any stock of any class of the
Company and (ii) securities of the Company which are subordinated
in right of payment to all Senior Indebtedness of the Company which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article.


 


ARTICLE THIRTEEN


 


Subordination
of Subsidiary Guarantee


 


Section 1301.         Subsidiary Guarantee Subordinate to
Senior Indebtedness of the Subsidiary Guarantor.  The Subsidiary Guarantor covenants and
agrees, and each Holder of a Security, by its acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, all payments pursuant to each and any Subsidiary
Guarantee made by or on behalf of the Subsidiary Guarantor are hereby expressly
made subordinate in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior Indebtedness of the
Subsidiary Guarantor. Each Holder, by its acceptance hereof, waives all notice
of acceptance of the subordination provisions contained herein by each holder
of Senior Indebtedness of the Subsidiary Guarantor, whether now outstanding or
hereafter incurred and waives reliance by each such holder upon said
provisions.


 


Section 1302.         Payment Over of Proceeds Upon
Dissolution, Etc.  Upon any payment
or distribution of assets to creditors upon any liquidation, dissolution, winding
up, reorganization, assignment for the benefit of creditors, marshaling of
assets or any bankruptcy, insolvency, debt restructuring or similar proceedings
in connection with the Subsidiary Guarantor’s insolvency or bankruptcy (each
such event, if any, herein sometimes referred to as a “Proceeding”), the
holders of Senior Indebtedness of the Subsidiary Guarantor shall be entitled to
receive payment in full of principal of (and premium, if any) and interest, if
any, on such Senior Indebtedness, or provision shall be made for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Indebtedness, before the Holders of the Securities are
entitled to receive or retain any payment or distribution of any kind or
character, whether in cash, property or securities (including any payment or
distribution which may be payable or deliverable by reason of the payment of
any other Indebtedness of the Subsidiary Guarantor subordinated to the payment
of any Subsidiary Guarantee, such payment or distribution being hereinafter
referred to as a “Junior Subordinated 


 


70

















 


Payment”),
on account of any payment pursuant to any Subsidiary Guarantee or on account of
the purchase or other acquisition of Securities by the Subsidiary Guarantor or
any Subsidiary and to that end the holders of Senior Indebtedness of the
Subsidiary Guarantor shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any Junior Subordinated Payment,
which may be payable or deliverable in respect of the Subsidiary Guarantee in
any such Proceeding.


 


In the
event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Subsidiary Guarantor of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Indebtedness of the Subsidiary Guarantor is paid in
full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Indebtedness,
and if written notice thereof from the Subsidiary Guarantor or any holder of
Senior Indebtedness of the Subsidiary Guarantor (or any trustee, agent or
representative therefor) shall, at least three Business Days prior to the time
of such payment or distribution, have been received by a Responsible Officer of
the Trustee or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the
Subsidiary Guarantor for application to the payment of all Senior Indebtedness
of the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay
all such Senior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness of the
Subsidiary Guarantor.


 


For
purposes of this Article only, the words “any payment or distribution of
any kind or character, whether in cash, property or securities” shall not be
deemed to include shares of stock of the Subsidiary Guarantor as reorganized or
readjusted, or securities of the Subsidiary Guarantor or any other corporation
provided for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding Senior Indebtedness of
the Subsidiary Guarantor to substantially the same extent as any Subsidiary
Guarantee is so subordinated as provided in this Article.  The consolidation of the Subsidiary Guarantor
with, or the merger of the Subsidiary Guarantor into, another Person or the
liquidation or dissolution of the Subsidiary Guarantor following the sale of
all of its properties and assets or of its properties and assets substantially
as an entirety to another Person or the liquidation or dissolution of the
Subsidiary Guarantor following the sale of all of its properties and assets or
of its properties and assets substantially as an entirety to another Person
shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Subsidiary Guarantor is
merged or the Person which acquires by sale all such properties and assets or
such properties and assets substantially as an entirety, as the 


 


71

















 


case may be, shall, as a part of such consolidation,
merger, or sale comply with any conditions set forth any applicable
supplemental indenture.


 


Section 1303.         Prior Payment to Senior Indebtedness
of the Subsidiary Guarantor Upon Acceleration of Securities.  In the event that any Securities are declared
due and payable before their Stated Maturity, then and in such event the
holders of the Senior Indebtedness of the Subsidiary Guarantor outstanding at
the time such Securities so become due and payable shall be entitled to receive
payment in full of all amounts due on or in respect of such Senior Indebtedness
(including any amounts due upon acceleration), or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of such Senior Indebtedness, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) by the Subsidiary Guarantor on account of any payment
pursuant to any Subsidiary Guarantee or on account of the purchase or other
acquisition of Securities by the Subsidiary Guarantor or any Subsidiary; provided,
however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or
as otherwise specified as contemplated by Section 301 for the Securities
of any series by delivering and crediting as contemplated by Section 301
for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.


 


In the
event that, notwithstanding the foregoing, the Subsidiary Guarantor shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if written notice of such fact from
the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary
Guarantor (or any Trustee, agent or representative therefor) shall, at least
three Business Days prior to the time of such payment, have been received by a
Responsible Officer of the Trustee or, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to
the Subsidiary Guarantor.


 


The
provisions of this Section shall not apply to any payment with respect to
which Section 1302 would be applicable.


 


Section 1304.         No Payment When Senior Indebtedness
of Subsidiary Guarantor in Default.  (a) In
the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Indebtedness of the
Subsidiary Guarantor, or in the event that any event of default with respect to
any Senior Indebtedness of the Subsidiary Guarantor shall have occurred and be
continuing and shall have resulted in such Senior Indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any such default in payment or such



 


72

















 


event of default, then no
payment or distribution of any kind or character, whether in cash, properties
or securities (including any Junior Subordinated Payment) shall be made by the
Subsidiary Guarantor on account of any payment pursuant to any Subsidiary
Guarantee or on account of the purchase or other acquisition of Securities by
the Subsidiary Guarantor or any Subsidiary; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking
fund payment in accordance with this Indenture or as otherwise specified as
contemplated by Section 301 for the Securities of any series by delivering
and crediting pursuant to Section 1302 or as otherwise specified as
contemplated by Section 301 for the Securities of any series Securities
which have been acquired (upon redemption or otherwise) prior to such default
in payment or event of default.


 


In the
event that, notwithstanding the foregoing, the Subsidiary Guarantor shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if written notice thereof from the
Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary Guarantor
(or any trustee, agent or representative therefor) shall, at least three
Business Days or prior to the time of such payment, have been received by the
Trustee or, as the case may be, such Holder, then and in such event such
payment shall be paid over and delivered forthwith to the Subsidiary Guarantor.


 


The
provisions of this Section shall not apply to any payment with respect to
which Section 1302 would be applicable.


 


Section 1305.         Payment Permitted If No Default.  Nothing contained in this Article or
elsewhere in this Indenture or in any of the Securities or any Subsidiary
Guarantee shall prevent (a) the Subsidiary Guarantor, at any time
except during the pendency of any Proceeding referred to in Section 1302
or under the conditions described in Section 1303 and Section 1304,
from making payments at any time pursuant to any Subsidiary Guarantee, or (b) the
application by the Trustee of any money or Government Obligations deposited
with it hereunder to the payment of or on account of any payment pursuant to
any Subsidiary Guarantee or the retention of such payment by the Holders, if,
at least three Business Days prior to the time of such application by the
Trustee, a Responsible Officer of the Trustee did not receive written notice
from the Subsidiary Guarantor or any holder of Senior Indebtedness of the
Subsidiary Guarantor (or any trustee, agent or representative therefor) that
such payment would have been prohibited by the provisions of this Article.  Notwithstanding anything herein to the
contrary, money or Government Obligations held in trust pursuant to Section 402
shall not be subject to the claims of the holders of Senior Indebtedness of the
Subsidiary Guarantor under this Article Thirteen.


 


Section 1306.         Subrogation to Rights of Holders of
Senior Indebtedness of the Subsidiary Guarantor.  Subject to the payment in full of all Senior
Indebtedness of the Subsidiary Guarantor, or the provision for such payment in
cash or cash equivalents or 


 


73

















 


otherwise in a manner
satisfactory to the holders of such Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of all indebtedness of
the Subsidiary Guarantor which by its express terms is subordinated to Senior
Indebtedness of the Subsidiary Guarantor to substantially the same extent as
the Subsidiary Guarantee is subordinated to such Senior Indebtedness and is
entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Indebtedness) to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to such Senior Indebtedness until all
payments due pursuant to the Subsidiary Guarantee shall be paid in full.  For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of the Subsidiary Guarantor of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, and no payments over, pursuant to the
provisions of this Article, to the holders of Senior Indebtedness of the
Subsidiary Guarantor by Holders of the Securities or the Trustee, shall, as
among the Subsidiary Guarantor, its creditors other than holders of its Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Subsidiary Guarantor to or on account of its Senior
Indebtedness.


 


Section 1307.         Provisions Solely to Define Relative
Rights.  The provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior
Indebtedness of the Subsidiary Guarantor on the other hand.  Nothing contained in this Article or
elsewhere in this Indenture or in the Securities or in any Subsidiary Guarantee
is intended to or shall (a) impair, as between the Subsidiary
Guarantor and the Holders of the Securities, the obligations of the Subsidiary
Guarantor, which are absolute and unconditional, to pay to the Holders of the
Securities any payment pursuant to any Subsidiary Guarantee as and when the
same shall become due and payable in accordance with its terms; or (b) affect
the relative rights against the Subsidiary Guarantor of the Holders of the
Securities and creditors of the Subsidiary Guarantor other than their rights in
relation to the holders of Senior Indebtedness of the Subsidiary Guarantor; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture or any
Subsidiary Guarantee including, without limitation, filing and voting claims in
any Proceeding, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness of the Subsidiary Guarantor to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


 


Section 1308.         Trustee to Effectuate Subordination.  Each Holder of a Security by his or her
acceptance thereof authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the 


 


74

















 


subordination provided in
this Article and appoints the Trustee his or her attorney-in-fact for any
and all such purposes.


 


Section 1309.         No Waiver of Subordination
Provisions.  No right of any present
or future holder of any Senior Indebtedness of the Subsidiary Guarantor to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Subsidiary Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Subsidiary Guarantor with the
terms, provisions and covenants of this Indenture or any Subsidiary Guarantee,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.


 


Section 1310.         Notice to Trustee.  The Subsidiary Guarantor shall give prompt
written notice to the Trustee of any fact known to the Subsidiary Guarantor
which would prohibit the making of any payment to or by the Trustee in respect
of any Subsidiary Guarantee. 
Notwithstanding the provisions of this Article or any other
provision of this Indenture or any Subsidiary Guarantee, the Trustee shall not
be charged with actual knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of any
Subsidiary Guarantee, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Subsidiary Guarantor or a
holder of Senior Indebtedness of the Subsidiary Guarantor or from any trustee,
agent or representative therefor (whether or not the facts contained in such
notice are true); provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any monies may
become payable for any purpose (including, without limitation, the payment of the
principal of (and premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such monies and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary which may be received by it within three Business Days prior to such
date.


 


Section 1311.         Reliance on Judicial Order of
Certificate of Liquidating Agent or Other Notices.  Upon any payment or distribution of assets of
the Subsidiary Guarantor referred to in this Article, the Trustee, subject to
the provisions of Article Six, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.


 


75

















 


The
Trustee shall be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a holder of Senior Indebtedness of the
Subsidiary Guarantor (or an agent or representative of such holder or a trustee
under any indenture under which any instruments evidencing any such Senior
Indebtedness may have been issued) to establish that such notice has been given
by a holder of such Senior Indebtedness or such agent or representative or
trustee on behalf of such holder.  In the
event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness of
the Subsidiary Guarantor to participate in any payment or distribution pursuant
to this Article Thirteen, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Subsidiary Guarantor held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the right of such Person under this Article Thirteen,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment or distribution.


 


Section 1312.         Trustee Not Fiduciary for Holders of
Senior Indebtedness of the Subsidiary Guarantor.  The Trustee, in its capacity as trustee under
this Indenture, shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness of the Subsidiary Guarantor and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Subsidiary Guarantor or to any other Person
cash, property or securities to which any holders of Senior Indebtedness of the
Subsidiary Guarantor shall be entitled by virtue of this Article or
otherwise.


 


With
respect to the holders of Senior Indebtedness of the Subsidiary Guarantor, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.


 


Section 1313.         Rights of Trustee as Holder of
Senior Indebtedness of the Subsidiary Guarantor; Preservation of Trustee’s
Rights.  The Trustee or any
Authenticating Agent in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness
of the Subsidiary Guarantor which may at any time be held by it, to the same
extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Authenticating Agent of any of its
rights as such holder.


 


Nothing
in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.


 


76

















 


Section 1314.         Article Applicable to Paying
Agents.  In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee.


 


Section 1315.         Certain Conversions or Exchanges
Deemed Payment.  For the purposes of
this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Securities shall not be deemed to
constitute a payment or distribution on account of the principal of (or
premium, if any) or interest on Securities or on account of the purchase or
other acquisition of Securities, and (b) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon
conversion or exchange of a Security shall be deemed to constitute payment on
account of the principal of such Security. 
For the purposes of this Section, the term “junior securities” means (i) shares
of any stock of any class of the Company and (ii) securities of the
Company which are subordinated in right of payment to all Senior Indebtedness
which may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article.


 


ARTICLE FOURTEEN


 


Defeasance
and Covenant Defeasance


 


Section 1401.         Company’s Option to Effect
Defeasance or Covenant Defeasance. 
The Company may elect, at its option at any time, to have Section 1402
or Section 1403 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 1402.         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 1404 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 Sections 304, 305, 306, 1002 and 1003; (2) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including but not limited to those enumerated under Sections 601, 603 and
607; and (3) this Article. 
Subject to 


 


77

















 


compliance with this
Article, the Company may exercise its option (if any) to have this Section applied
to any Securities notwithstanding the prior exercise of its option (if any) to
have Section 1403 applied to such Securities.


 


Section 1403.         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, Sections
1006 and 1007, and any covenants provided pursuant to 901(5) for the
benefit of the Holders of such Securities; and (2) the occurrence
of any event specified in Sections 501(3) (with respect to any of Section 801,
Sections 1006 and 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 1405 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 Sections 607 and 1205.


 


Section 1404.         Conditions to Defeasance or Covenant
Defeasance.  The following shall be
the conditions to the application of Section 1402 or Section 1403 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 on the Redemption Date, in
accordance with the 


 


78

















 


terms of this Indenture
and such Securities; 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)           In the event of an election to have Section 1402
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 1403
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 Sections
501(4) and (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.


 


79

















 


(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 1405.         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 1406,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1404 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 1404 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 1404 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 1404(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 1406.         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 


 


80

















 


such Securities from
which the Company has been discharged or released pursuant to Section 1402
or 1403 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 1405 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 1407.         Qualifying Trustee.  Any trustee appointed pursuant to Section 1404
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.


 


* * *


 


81

















 


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.


 


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:

  



 


82














 


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 


 


A-1

















 


Securities of 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.]


 


The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payments to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on its behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee its attorney-in-fact for any and all such purposes.  Each Holder hereof, by its acceptance hereof,
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


 


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.


 


A-2

















 


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


 


 


	
   

  	
  PRINCIPAL FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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
designated as its
                    
due 20     (herein called the “Securities”), issued
and to be issued in one or more series under a Subordinated Indenture, dated as
of
                  
as supplemented and amended from time to time by
                              
(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
the obligations of the Company under 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 


 


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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.


 


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