Exhibit 4.1


 




 





RITE AID CORPORATION


 


AND


 


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


 


SENIOR DEBT SECURITIES INDENTURE


 


DATED AS OF


May 29, 2008


 




 





 

















 


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

  
	
  § 310(a)(1)

  	
   

  	
  6.09

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  6.08, 6.10

  
	
  § 311(a)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.13

  
	
  § 312(a)

  	
   

  	
  7.01, 7.02

  
	
  (b)

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
  7.02

  
	
  § 313(a)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  7.03

  
	
  (c)

  	
   

  	
  7.03

  
	
  (d)

  	
   

  	
  7.03

  
	
  § 314(a)

  	
   

  	
  7.04

  
	
  (a)(4)

  	
   

  	
  1.01, 10.04

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  1.02

  
	
  (c)(2)

  	
   

  	
  1.02

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  1.02

  
	
  § 315(a)

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
  6.02

  
	
  (c)

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
  6.01

  
	
  (e)

  	
   

  	
  5.14

  
	
  § 316(a)

  	
   

  	
  1.01

  
	
  (a)(1)(A)

  	
   

  	
  5.02, 5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  1.04

  
	
  § 317(a)(l)

  	
   

  	
  5.03

  
	
  (a)(2)

  	
   

  	
  5.04

  
	
  (b)

  	
   

  	
  10.03

  
	
  § 318(a)

  	
   

  	
  1.07

  



 


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


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Compliance Certificates and Opinions

  	
  7

  
	
  Section 1.03

  	
  Form of Documents Delivered to Trustee

  	
  8

  
	
  Section 1.04

  	
  Acts of Holders; Record Dates

  	
  8

  
	
  Section 1.05

  	
  Notices, etc., to Trustee and Company

  	
  10

  
	
  Section 1.06

  	
  Notice to Holders; Waiver

  	
  11

  
	
  Section 1.07

  	
  Conflict with Trust Indenture Act

  	
  11

  
	
  Section 1.08

  	
  Effect of Headings and Table of Contents

  	
  11

  
	
  Section 1.09

  	
  Successors and Assigns

  	
  11

  
	
  Section 1.10

  	
  Separability Clause

  	
  11

  
	
  Section 1.11

  	
  Benefits of Indenture

  	
  11

  
	
  Section 1.12

  	
  Governing Law

  	
  12

  
	
  Section 1.13

  	
  Legal Holidays

  	
  12

  
	
  Section 1.14

  	
  Language of Notices, etc.

  	
  12

  
	
  Section 1.15

  	
  Waiver of Jury Trial

  	
  12

  
	
  Section 1.16

  	
  Force Majeure

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  Security Forms

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Forms Generally

  	
  13

  
	
  Section 2.02

  	
  Form of Legend for Global Securities

  	
  13

  
	
  Section 2.03

  	
  Form of Trustee’s Certificate of Authentication

  	
  13

  
	
  Section 2.04

  	
  Securities in Global Form

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  The Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Amount Unlimited; Issuable in Series

  	
  15

  
	
  Section 3.02

  	
  Denominations

  	
  18

  
	
  Section 3.03

  	
  Execution, Authentication, Delivery and Dating

  	
  18

  
	
  Section 3.04

  	
  Temporary Securities

  	
  20

  
	
  Section 3.05

  	
  Registration, Registration of Transfer and Exchange

  	
  20

  
	
  Section 3.06

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  20

  
	
  Section 3.07

  	
  Payment of Interest; Interest Rights Preserved

  	
  22

  
	
  Section 3.08

  	
  Persons Deemed Owners

  	
  23

  
	
  Section 3.09

  	
  Cancellation

  	
  23

  
	
  Section 3.10

  	
  Computation of Interest

  	
  24

  
	
  Section 3.11

  	
  CUSIP Numbers

  	
  24

  



 


ii

















 


ARTICLE
IV

Satisfaction and Discharge


 


	
  Section 4.01

  	
  Satisfaction and Discharge of Indenture

  	
  24

  
	
  Section 4.02

  	
  Application of Trust Money

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Events of Default

  	
  25

  
	
  Section 5.02

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  26

  
	
  Section 5.03

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
  27

  
	
  Section 5.04

  	
  Trustee May File Proofs of Claim

  	
  28

  
	
  Section 5.05

  	
  Trustee May Enforce Claims Without Possession of Securities

  	
  29

  
	
  Section 5.06

  	
  Application of Money Collected

  	
  29

  
	
  Section 5.07

  	
  Limitation on Suits

  	
  29

  
	
  Section 5.08

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest

  	
  30

  
	
  Section 5.09

  	
  Restoration of Rights and Remedies

  	
  30

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
  30

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
  31

  
	
  Section 5.12

  	
  Control by Holders

  	
  31

  
	
  Section 5.13

  	
  Waiver of Past Defaults

  	
  31

  
	
  Section 5.14

  	
  Undertaking for Costs

  	
  31

  
	
  Section 5.15

  	
  Waiver of Usury, Stay or Extension

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Certain Duties and Responsibilities

  	
  32

  
	
  Section 6.02

  	
  Notice of Defaults

  	
  32

  
	
  Section 6.03

  	
  Certain Rights of Trustee

  	
  32

  
	
  Section 6.04

  	
  Not Responsible for Recitals or Issuance of Securities

  	
  34

  
	
  Section 6.05

  	
  May Hold Securities

  	
  34

  
	
  Section 6.06

  	
  Money Held in Trust

  	
  34

  
	
  Section 6.07

  	
  Compensation and Reimbursement

  	
  34

  
	
  Section 6.08

  	
  Conflicting Interests

  	
  35

  
	
  Section 6.09

  	
  Corporate Trustee Required; Eligibility

  	
  35

  
	
  Section 6.10

  	
  Resignation and Removal; Appointment of Successor

  	
  35

  
	
  Section 6.11

  	
  Acceptance of Appointment by Successor

  	
  37

  
	
  Section 6.12

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  38

  
	
  Section 6.13

  	
  Preferential Collection of Claims Against Company

  	
  38

  
	
  Section 6.14

  	
  Appointment of Authenticating Agent

  	
  39

  



 


iii

















 


ARTICLE
VII

Holders’ Lists and Reports by Trustee and Company


 


	
  Section 7.01

  	
  Company to Furnish Names and Addresses of Holders

  	
  40

  
	
  Section 7.02

  	
  Preservation of Information; Communications to Holders

  	
  41

  
	
  Section 7.03

  	
  Reports by Trustee

  	
  41

  
	
  Section 7.04

  	
  Reports by Company

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
  Consolidation,
  Merger, Assignment,

  	
   

  
	
  Conveyance,
  Transfer or Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Company May Consolidate, etc. Only on Certain Terms

  	
  42

  
	
  Section 8.02

  	
  Successor Substituted

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  
	
  Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Supplemental Indentures Without Consent of Holders

  	
  43

  
	
  Section 9.02

  	
  Supplemental Indentures With Consent of Holders

  	
  44

  
	
  Section 9.03

  	
  Execution of Supplemental Indentures

  	
  45

  
	
  Section 9.04

  	
  Effect of Supplemental Indentures

  	
  45

  
	
  Section 9.05

  	
  Conformity with Trust Indenture

  	
  45

  
	
  Section 9.06

  	
  Reference in Securities to Supplemental Indentures

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Payment of Principal, Premium and Interest

  	
  46

  
	
  Section 10.02

  	
  Maintenance of Office or Agency

  	
  46

  
	
  Section 10.03

  	
  Money for Securities Payments to be Held in Trust

  	
  46

  
	
  Section 10.04

  	
  Statement by Officers as to Default

  	
  47

  
	
  Section 10.05

  	
  Existence

  	
  48

  
	
  Section 10.06

  	
  Maintenance of Properties

  	
  48

  
	
  Section 10.07

  	
  Payment of Taxes and Other Claims

  	
  48

  
	
  Section 10.08

  	
  Waiver of Certain Covenants

  	
  48

  
	
  Section 10.09

  	
  Additional Amounts

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  Redemption of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Applicability of Article

  	
  49

  
	
  Section 11.02

  	
  Election to Redeem; Notice to Trustee

  	
  49

  
	
  Section 11.03

  	
  Selection by Trustee of Securities to Be Redeemed

  	
  50

  
	
  Section 11.04

  	
  Notice of Redemption

  	
  51

  
	
  Section 11.05

  	
  Deposit of Redemption Price

  	
  51

  
	
  Section 11.06

  	
  Securities Payable on Redemption Rate

  	
  51

  
	
  Section 11.07

  	
  Securities Redeemed in Part

  	
  52

  



 


iv

















 


ARTICLE
XII

Sinking Funds


 


	
  Section 12.01

  	
  Applicability of Article

  	
  52

  
	
  Section 12.02

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  52

  
	
  Section 12.03

  	
  Redemption of Securities for Sinking Fund

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  Defeasance and Covenant
  Defeasance

  	
   

  
	
   

  	
   

  
	
  Section 13.01

  	
  Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  53

  
	
  Section 13.02

  	
  Defeasance and Discharge

  	
  53

  
	
  Section 13.03

  	
  Covenant Defeasance

  	
  54

  
	
  Section 13.04

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  54

  
	
  Section 13.05

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

  	
  56

  
	
  Section 13.06

  	
  Reinstatement

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  [INTENTIONALLY OMITTED]

  	
   

  
	
   

  	
   

  
	
  ARTICLE XV

  	
   

  
	
  Meeting of Holders of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 15.01

  	
  Purposes for Which Meetings May Be Called

  	
  57

  
	
  Section 15.02

  	
  Call, Notice and Place of Meetings

  	
  57

  
	
  Section 15.03

  	
  Persons Entitled to Vote at Meetings

  	
  57

  
	
  Section 15.04

  	
  Quorum; Action

  	
  58

  
	
  Section 15.05

  	
  Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
  59

  
	
  Section 15.06

  	
  Counting Votes and Recording Action of Meetings

  	
  60

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  A-1-1

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B-1

  	
   

  	
  B-1-1

  



 


v

















 


INDENTURE, dated as of May 29, 2008
between Rite Aid Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the “Company”), and The Bank
of New York Trust Company, N.A., as Trustee, a national banking association
(herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
its debentures, notes or other evidences of indebtedness (herein called the “Securities”),
which may be convertible into or exchangeable for any securities of any persons
(including the Company), to be issued in one or more series as in this
Indenture provided.


 


All things necessary to make this Indenture a
valid and legally binding agreement of the Company, 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 Series thereof,
as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01           DEFINITIONS.


 


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


 


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


 


(2)           all
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 United States generally accepted accounting principles,
the term “generally accepted accounting principles” with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted as consistently applied by the Company at
the date of such computation;


 


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


 

















 


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


 


Certain terms, used principally in Article Six
and Article Thirteen, are defined in those Articles.


 


“Act,” when used with respect to any Holder, has the
meaning specified in Section 1.04.


 


“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 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day.


 


“Board of Directors” means either the board of directors of the Company
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 to have 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,” when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.


 


“Commission” means the United States Securities and Exchange
Commission, from time to time constituted, created under the Exchange Act, or,
if at any time after the execution of this instrument, the United States
Securities and Exchange 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.


 


2

















 


“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” or “Company Order” means a written request or order signed in the
name of the Company by its Chairman of the Board, its Vice Chairman of the
Board, its President, its Chief Financial Officer or any Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


 


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


 


Attn: 
Corporate Trust Administration.


 


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


 


“Covenant Defeasance” has the meaning specified in Section 13.03.


 


“Defaulted Interest” has the meaning specified in Section 3.07.


 


“Defeasance” has the meaning specified in Section 13.02.


 


“Depositary” means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.01, which
shall initially be The Depositary Trust Company.


 


“Event of Default” has the meaning specified in Section 5.01.


 


“Exchange Act” means the United States 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 1.04.


 


“Global Security” means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.02
(or such legend as may be specified as contemplated by Section 3.01 for such
Securities).


 


“Government Obligation” has the meaning specified in Section 13.04.


 


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


 


3

















 


“Indenture” means this instrument as originally executed and
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, 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. The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated by Section 3.01.


 


“interest,” when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.


 


“Interest Payment Date,” when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.


 


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


 


“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 therein 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 5.01(4).


 


“Officers’ Certificate” means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President, its Chief Financial Officer
or any Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.  One of the officers signing an
Officers’ Certificate given pursuant to Section 10.04 shall be the
principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a written opinion of counsel, which may be
an employee of the Company.


 


“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 5.02.


 


“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 


 


4

















 


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;


 


(3)           Securities
as to which Defeasance has been effected pursuant to Section 13.02; and


 


(4)           Securities
that have been paid pursuant to Section 3.05 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 a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver, or other action hereunder as of any date or
whether a quorum is present at a meeting of Holders of Securities, (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 that would be
due and payable as of such date upon acceleration of the Maturity thereof to
such date pursuant to Section 5.02, (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 that shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by Section 3.01,
(C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be the
U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.01, of the principal amount of such Security
(or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities
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 relying upon any such request, demand, authorization, direction,
notice, consent, waiver, or other action, or upon any such determination
actually as to the presence of a quorum, only Securities that a Responsible
Officer of the Trustee actually knows to be so owned shall be so
disregarded.  Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledge
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 any Person authorized by the Company to pay
the principal of or any premium or interest on any Securities on behalf of the
Company, which shall initially be the Trustee.


 


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


 


5
















 


“Place of Payment,” when used with respect to the Securities of any
series, means the place or places specified in accordance with Section 3.01
where the principal of and any premium and interest on the Securities of that
series are payable.


 


“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 3.06 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.


 


“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 any series means the date specified for that purpose
as contemplated by Section 3.01.


 


“Responsible Officer,” when used with respect to the Trustee, means any
vice president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


 


“Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture provided, however, that if at any time there is
more than one Person acting as Trustee under this Indenture, “Securities” with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive,
however, of Securities of any series as to which such Person is not Trustee.


 


“Securities Act” means the United States 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 3.05.


 


“Special Record Date” for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.


 


“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


 


6

















 


on which the principal of such
Security or such installment of principal or interest is due and payable.


 


“Subsidiary” means a corporation or limited liability company
more than 50% of the outstanding voting stock of which 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 the equity
interest that ordinarily has voting power for the election of directors,
managers or trustees of an entity, or persons performing similar functions,
whether at all times or only so long as no senior class of equity interest has
such voting power by reason of any contingency.


 


“Trust Indenture Act” means the United States 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 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 Securities of that series.


 


“United States Alien” means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal income
tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.


 


“Vice President,” when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title “vice president.”


 


Section 1.02           COMPLIANCE CERTIFICATES AND OPINIONS.


 


Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company 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 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.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (except
for certificates provided for in Section 10.04) 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;


 


7

















 


(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)           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 1.03          FORM OF
DOCUMENTS DELIVERED TO TRUSTEE.


 


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


 


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 of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, 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 1.04           ACTS OF HOLDERS; RECORD DATES.


 


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 agent duly appointed in writing.  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.  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 shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.


 


8

















 


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


 


The principal amount and serial numbers of
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other Act of 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 or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.


 


The Company may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series 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 of such series, 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 of the relevant series 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 by Holders of the requisite principal
amount of Outstanding Securities of such series 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 of the relevant series 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 of the relevant series in the manner set forth in Section 1.06.


 


The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.02,
(iii) any request to institute proceedings referred to in Section 5.07(2) or
(iv) any direction referred to in Section 5.12, in each case with
respect to Securities of such series.  If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or


 


9

















 


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 of such series 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 of the
relevant series 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 of the relevant series in the manner set forth in Section 1.06.


 


With respect to any record date set pursuant
to this Section, the party hereto that sets such record date 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 of the relevant
series in the manner set forth in Section 1.06, 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 that 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.


 


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 1.05           NOTICES, ETC., TO TRUSTEE AND COMPANY.


 


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 shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (which may be via
facsimile) to or with the Trustee at its Corporate Trust Office,
Attention:  Corporate Trust
Administration, or (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 its principal office at 30 Hunter Lane, Camp Hill,
Pennsylvania 17011, Attention:  General
Counsel, or at any other address previously furnished in writing to the Trustee
by the Company.


 


10

















 


Section 1.06           NOTICE TO HOLDERS; WAIVER.


 


Except as otherwise expressly provided
herein, where this Indenture provides for notice of any event to Holders of
Securities, such notice shall be sufficiently given to Holders of Securities if
in writing and mailed, first-class postage prepaid, to each Holder of a
Security 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 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 to Holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.  In any case where notice to Holders of
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Security 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 of Securities 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.


 


Section 1.07           CONFLICT WITH TRUST INDENTURE ACT.


 


This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be
part of and to govern indentures qualified under the Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that 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 that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.


 


Section 1.08           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 1.09           SUCCESSORS AND ASSIGNS.


 


All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


Section 1.10           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.


 


11

















 


Section 1.11           BENEFITS OF INDENTURE.


 


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


 


Section 1.12           GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 1.13           LEGAL HOLIDAYS.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, 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 at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.


 


Section 1.14           LANGUAGE OF NOTICES, ETC..


 


Any request, demand, authorization,
direction, notice, consent or waiver required or permitted under this Indenture
shall be in the English language, except that any published notice may be in an
official language of the country of publication.


 


Section 1.15           WAIVER OF JURY TRIAL.


 


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 THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 1.16           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.


 


12

















 


ARTICLE II

SECURITY FORMS


 


Section 2.01           FORMS GENERALLY.


 


The Securities of each series shall be in
substantially the forms set forth in Exhibits A and A1 or in such other form
(including temporary or permanent global form) 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 insertions, omissions, substitutions
and other variations 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 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 3.03
for the authentication and delivery of such Securities (or any such temporary
global Security).


 


The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


Section 2.02           FORM OF LEGEND FOR GLOBAL SECURITIES.


 


Unless otherwise specified as contemplated by
Section 3.01 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY 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 SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section 2.03           FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


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


 


13

















 


	
   

  	
  THE BANK OF
  NEW YORK TRUST COMPANY, 

  N.A., AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  AUTHORIZED
  SIGNATORY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
				



 


 


Section 2.04           SECURITIES IN GLOBAL FORM.


 


If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 3.01,
then, notwithstanding clause (10) of Section 3.01 and the provisions
of Section 3.02, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges.  Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04.  Subject to the provisions of Section 3.03
and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 3.03
or Section 3.04 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 1.02 and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last sentence of Section 3.03
shall apply to any Security represented by a Security in global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global from together with written instructions
(which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.03.


 


Notwithstanding the provisions of Section 2.01
and 3.07, unless otherwise specified as contemplated by Section 3.01,
payment of principal of and any premium and interest on any Security in
permanent global form shall be made to the Person or Persons specified therein.


 


14
















 


ARTICLE III

THE SECURITIES


 


Section 3.01           AMOUNT UNLIMITED; ISSUABLE IN SERIES.


 


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 Company Order, a Board
Resolution and, subject to Section 3.03, set forth, or determined in the
manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,


 


(1)           the
title and priority of payment of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);


 


(2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.04,
3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03,
are deemed never to have been authenticated and delivered hereunder);


 


(3)           whether
any Securities of the series are to be issuable initially in temporary global
form and whether any Securities of the series are to be issuable in permanent
global form and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 3.05;


 


(4)           the
Person to whom any interest on any Security of the series shall be payable, if
other than 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, the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 3.04;


 


(5)           the
date or dates on which the principal of the Securities of the series is payable
and whether the Stated Maturity may be extended and the method used to
determine or extend those dates;


 


(6)           the
ability to issue additional Securities in the same series;


 


(7)           the
percentage of the principal amount at which the Securities of any series will
be issued;


 


(8)           the
right, if any, to extend the interest payment periods and the duration of any
such deferral period, including the maximum consecutive period during which
interest payment periods may be extended;


 


15

















 


(9)           provisions,
if any, granting special rights to holders of the Securities upon the
occurrence of specified events;


 


(10)         the
terms, if any, upon which Holders may convert or exchange the Securities into
or for the Company’s common stock, preferred stock or other securities or
property;


 


(11)         the
rate or rates at which the Securities of the series shall bear interest, if
any, which may be fixed or variable, or the method by which such rate shall be
determined, whether the rate may be reset, the date or dates from which any
such interest shall accrue or the method used for determining those dates, the
Interest Payment Dates on which any such interest shall be payable, the Regular
Record Date for the interest payable on any Securities on any Interest Payment
Date;


 


(12)         the
place or places where, subject to the provisions of Section 10.02, the
principal of and any premium, if any, and interest, if any, on Securities of
the series shall be payable, where any Securities of the series may be
surrendered for registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable,
and notices and demands to or upon the Company in respect of the Securities of
the series and this Indenture may be served;


 


(13)         the
obligation or discretion, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of the Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which any
Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;


 


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


 


(15)         whether
the amount of payments of principal (or premium, if any) or interest, if any,
on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without
limitation, on one or more currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


 


(16)         the
currency or currencies, including composite currencies, or currency units in
which payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the currency of the
United States of America and the manner of determining the equivalent thereof
in the currency of the United States of America;


 


(17)         if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or
more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within


 


16

















 


which
and the terms and conditions upon which such election is to be made and the
amount so payable (or the manner in which such amount shall be determined);


 


(18)         if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(19)         the
guarantors of each series, if any, and the extent of the guarantees (including
provisions relating to seniority, subordination, security and the release of
the guarantors), if any;


 


(20)         whether
such debt will be secured and the terms and conditions, if any, of such security
interest;


 


(21)         if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed, to be the principal amount shall be
determined);


 


(22)         if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.02 or Section 13.03 or
both such Sections, any variation of such Sections, and, if other than by a
Board Resolution, the manner in which any election by the Company to defease
such Securities shall be evidenced;


 


(23)         if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.02 and any circumstances in addition
to or in lieu of those set forth, in the seventh paragraph of Section 3.05
in which any such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be
registered in the name or name of Persons other than the Depositary for such
Global Security or a nominee thereof;


 


(24)         any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 5.02;


 


(25)         any
addition to or change in the definitions set forth in Article I which
apply to the Securities of the series, and any addition to or change in the
covenants set forth in Article Ten which applies to Securities of the
series, including any restrictions on the Company’s ability to incur debt,
redeem its stock, grant liens, merge or sell its assets;


 


(26)         any
restrictions on the subsidiaries of the Company;


 


17

















 


(27)         the
basis for calculating interest if other than a 360-day year of twelve 30-day
months;


 


(28)         the
terms and conditions, if any, regarding any mandatory conversion or exchange of
Securities;


 


(29)         the
period or periods, if any, within which, the price or prices of which and the
other terms and conditions upon which such Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, in whole or in part,
at the Company’s option;


 


(30)         any
restriction or condition on the transferability of Securities of a particular
series;


 


(31)         the
appointment of any paying agents, authenticating agents, transfer agents,
registrars or other agents, if other than the Trustee;


 


(32)         any
changes necessary to issue the Securities of any particular series in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons; and


 


(33)        any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.01(5)).


 


All Securities of such series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 3.03) set forth, or determined in the manner provided,
in the Officers’ Certificate referred to above 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 3.02           DENOMINATIONS.


 


Unless otherwise provided as contemplated by Section 3.01
with respect to the Securities of any series, any Securities of such series,
other than Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 3.03           EXECUTION, AUTHENTICATION, DELIVERY AND DATING.


 


The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President, its Chief Financial Officer or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or
facsimile.


 


18

















 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices 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 of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Securities.  If the forms or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel stating,


 


(1)           if
the forms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 2.01, that such form have been
established in conformity with the provisions of this Indenture;


 


(2)           if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and


 


(3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


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


 


Notwithstanding the provisions of Section 3.01
and of the two preceding paragraphs, if all Securities of a series are not to
be originally issued at one time, it shall not be necessary to deliver the
Officer’s Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraphs at or prior to the authentication of each Security of such
series if such documents are 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 manual signature, and


 


19

















 


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 3.09, 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.


 


Section 3.04           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,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities 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 that series to be
prepared without unreasonable delay. 
After the preparation of definitive Securities of that series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations and like aggregate principal amount and
tenor.


 


Until exchanged in full as hereinafter
provided, the temporary Securities of any series shall, in all respects, be entitled
to the same benefits under this Indenture as definitive Securities of the same
series and of like tenor authenticated and delivered hereunder.


 


Section 3.05           REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.


 


The Company shall cause to be kept at an
office or agency to be maintained by the Company in accordance with Section 10.02
a register (being the combined register of the Security Registrar and all
transfer agents designated pursuant to Section 10.02 for the purpose of
registration of transfer of Securities and sometimes collectively 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 the registration of transfers 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 of a series at the office or agency of the Company maintained
pursuant to Section 10.02 for such purpose in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and


 


20

















 


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 like tenor and aggregate
principal amount.


 


At the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, 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 that the Holder
making the exchange is entitled to receive.


 


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 Trustee or any transfer agent) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar or any transfer agent duly executed, by the Holder thereof or
his attorney duly authorized in writing.


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax 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 3.04, 9.06 or 11.07
not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Company shall not
be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the
mailing of notice of redemption of that series and ending at the close of
business on the day of the mailing of the relevant notice of redemption, or (B) to
register the transfer of or exchange any Security so selected for redemption,
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.


 


Global Securities may not be exchanged, in
whole or in part, for definitive Securities, and no transfer of a Global
Security, in whole or in part, may be registered in the name of any Person
other than the Depositary for the Global Security or a nominee of the
Depositary unless (i) the Depositary has notified the Company that it is
unwilling or unable to continue as Depositary for the Global Security or has
ceased to be qualified to act as Depositary unless the Company has approved a
successor Depositary within 90 days or (ii) the Company determines that
the Global Security will be so exchangeable or transferable.


 


21

















 


Section 3.06           MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.


 


If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If there shall be delivered to the Company
and 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 Company shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


Notwithstanding the provisions of the
previous two paragraphs, 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 of any series 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 of that
series 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 3.07           PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.


 


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any
Security 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.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the 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 (or their respective 


 


22

















 


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 of such series 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 given to each Holder of Securities of such
series in the manner set forth in Section 1.06, 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 such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this Section and
Section 3.05, 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 3.08           PERSONS DEEMED OWNERS.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such 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 3.05 and Section 3.07) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


Section 3.09           CANCELLATION.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other


 


23

















 


than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver to the
Trustee for cancellation any 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 of in its customary manner or as directed by a
Company Order.


 


Section 3.10           COMPUTATION OF INTEREST.


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve
30-day months.


 


Section 3.11           CUSIP NUMBERS.


 


The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use
such “CUSIP” numbers in notices of redemption as a convenience to Holder;
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 notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE IV

SATISFACTION AND DISCHARGE


 


Section 4.01           SATISFACTION AND DISCHARGE OF INDENTURE.


 


This Indenture shall, upon Company Request,
cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for, and any right to receive additional amounts, as provided in Section 10.09),
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


 


(1)           either


 


(A)          all Securities theretofore
authenticated and delivered (other than Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.06
and 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 10.03) have
been delivered to the Trustee for cancellation; or


 


24
















 


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


 


(i)    have become due and payable, or


 


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


 


(iii)  are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, and
the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds, money in an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and any
premium 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;


 


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


 


(3)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Trustee to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive such satisfaction
and discharge.


 


Section 4.02           APPLICATION OF TRUST MONEY.


 


Subject to the provisions of the last
paragraph of Section 10.03, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and any premium and interest for whose payment such
money has been deposited with the Trustee.


 


ARTICLE V

REMEDIES


 


Section 5.01           EVENTS OF DEFAULT.


 


“Event of Default,” wherever used herein with
respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and


 


25

















 


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 continuance of such default for a period of 30 days; or,


 


(2)           default
in the payment of the principal of or any premium on any Security of that
series at its Maturity, upon redemption, acceleration or otherwise and (if so
established as contemplated by Section 3.01 in respect of that series), in
the case of technical or administrative difficulties only if such default
persists for a period of five days; or


 


(3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or


 


(4)           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 whose
performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of series of Securities other than that series), 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 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


 


(5)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, of the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, 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, or the taking of corporate action by the Company
in furtherance of any such action; or


 


(6)           any
other Event of Default provided with respect to Securities of that series.


 


Section 5.02           ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.


 


If an Event of Default (other than an Event
of Default specified in Section 5.01(5)), with respect to Securities of
any series at the time Outstanding, occurs and is continuing,


 


26

















 


then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) 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.  If an Event of Default specified in Section 5.01(5) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
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, an Event of Default will
be deemed waived if:


 


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


 


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


 


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


 


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


 


(D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances 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 of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.  No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


 


Section 5.03           COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.


 


The Company covenants that if


 


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


 


(2)           default
is made in the payment of the principal of (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 and any premium and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium 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, expenses,
disbursements and advances, 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
such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such 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 reasonably 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 5.04           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, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, 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.  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; and 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 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, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.


 


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


 


28

















 


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 5.05           TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.


 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances 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 5.06           APPLICATION OF MONEY COLLECTED.


 


Any money collected by the Trustee 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 on
account of principal or any premium 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 under Section 6.07;


 


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


 


THIRD: 
Any remainder to the Company.


 


Section 5.07           LIMITATION ON SUITS.


 


No Holder of any Security 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 principal amount of the Outstanding Securities
of that series shall have made a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


 


29

















 


(3)           such
Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
to it 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 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, 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 5.08           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 any premium and
(subject to Sections 3.05 and 3.07) 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 5.09           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 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 5.10           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 3.06, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


30

















 


Section 5.11           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 5.12           CONTROL BY HOLDERS.


 


The Holders of a majority in 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, and


 


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


 


Section 5.13           WAIVER OF PAST DEFAULTS.


 


The Holders of not less than a majority in
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 any premium 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 5.14           UNDERTAKING FOR COSTS.


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, including
reasonable attorney’s fees and expenses 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.


 


31

















 


Section 5.15           WAIVER OF USURY, STAY OR EXTENSION.


 


The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any 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 the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE VI

THE TRUSTEE


 


Section 6.01           CERTAIN DUTIES AND RESPONSIBILITIES.


 


The duties and responsibilities of the
Trustee shall be as provided by the Trust Indenture Act.  Notwithstanding the foregoing, 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.  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 6.02           NOTICE OF DEFAULTS.


 


If a default occurs hereunder with respect to
Securities of any series, the Trustee shall give the Holders of Securities of
such series 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 5.01(4) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.  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 Securities of such series.


 


Section 6.03           CERTAIN RIGHTS OF TRUSTEE.


 


Subject to the provisions of Section 6.01:


 


(1)           the
Trustee may rely on 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 (whether in its original or
facsimile form) 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;


 


32

















 


(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;


 


(4)           the
Trustee may consult with counsel of its own 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 be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or Indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction;


 


(6)           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;


 


(7)           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.


 


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


 


(9)           the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture; and


 


(10)         the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.


 


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Section 6.04           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 6.05           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 6.08 and 6.13, 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 6.06           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
otherwise agreed with the Company.


 


Section 6.07           COMPENSATION AND REIMBURSEMENT.


 


The Company agrees


 


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


 


(2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
shall be determined to have been caused by its own negligence or bad faith; and


 


(3)           to
indemnify the Trustee for, and to hold it harmless against, any loss,
liability, claim, damage or expense incurred without negligence 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 costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


The Trustee shall have a lien as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 6.07, except with respect to
funds held in trust for the benefit of the Holders of particular Securities.


 


34
















 


When the Trustee incurs expenses or renders
services after the occurrence of an Event of Default specified in Section 5.01(5) or
Section 5.01(6), 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.


 


The provisions of this Section shall
survive the termination of this Indenture and the resignation or removal of the
Trustee.


 


Section 6.08           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
such 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.


 


Section 6.09           CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall at all times be one (and only
one) Trustee hereunder with respect to the Securities of each series, which may
be Trustee hereunder for Securities of one or more other series.  Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office in
Atlanta, Georgia.  If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then, for the purposes
of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee with respect to the Securities of any series 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.


 


Section 6.10           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 6.11.


 


The Trustee may resign 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 6.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition at the expense
of the Company any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 


35

















 


The Trustee may be removed 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 the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within 30 days after the Trustee
is provided notice of removal, the removed Trustee may petition at the expense
of the Company 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 6.08 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 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder, or


 


(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company, by a Board
Resolution, may remove the Trustee with respect to all Securities, or (B) subject
to Section 5.14, 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 with respect to all Securities 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 (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11.
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 6.11, 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 of Securities of
such series and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, 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.


 


36

















 


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 to all Holders of Securities of such series in the
manner provided in Section 1.06. 
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 6.11           ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


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


 


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.


 


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


 


37

















 


all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.


 


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


 


Section 6.12           MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all 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 6.13           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 Section 3.11 of the Trust Indenture
Act, but only to the extent therein specified, regarding the collection of
claims against the Company (or any such other obligor).  For purposes of Section 3.11(b)(4) and
(6) of such Act, the following terms shall mean:


 


(a)           “cash transaction”
means any transaction in which full payment for goods or securities sold is
made within seven days after delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand;
and


 


(b)           “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.


 


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Section 6.14           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 3.06, 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. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, and a copy of such instrument
shall be promptly furnished to the Company. 
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
thereof 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
publishes 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 published. 
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall he a party, or any corporation succeeding to
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, 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 1.06
to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve.  Any
successor Authenticating Agen,t 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 reasonable compensation for its services
under this Section.


 


39

















 


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 of the series
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
  AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AS
  AUTHORIZED OFFICER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
				



 


 


If all of the Securities of a series may not
be originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel), shall appoint in accordance
with this Section an Authenticating Agent having an office in a Place of
Payment designated by the Company with respect to such series of Securities.


 


ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01           COMPANY TO FURNISH NAMES AND ADDRESSES OF HOLDERS.


 


The Company will furnish or cause to be
furnished to the Trustee


 


(1)           semi-annually,
not later than 15 days after each Regular Record Date or in the case of any
series of Securities on which semi-annual interest is not payable, not more
than 15 days after such semi-annual dates specified by the Trustee, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of Securities of each series as of the Regular Record Date or such
semi-annual date, as the case may be; 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; EXCLUDING from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.


 


40

















 


Section 7.02           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 7.01
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 7.01 upon receipt
of a new list so furnished.


 


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


 


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


 


Section 7.03           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.


 


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


 


Section 7.04           REPORTS BY COMPANY.


 


The Company shall file with the Trustee and
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to the Trust
Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act shall be filed with the Trustee within 15 days after the same
is so required to be filed with 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).


 


41

















 


ARTICLE VIII

CONSOLIDATION, MERGER, ASSIGNMENT,

CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01           COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.


 


The Company shall not consolidate with or
merge into any other Person or assign, convey, transfer or lease its properties
and assets substantially as an entirety to any Person (other than a direct or
indirect wholly-owned subsidiary of the Company), unless:


 


(1)           the
Company is the surviving corporation or, in case the Company shall consolidate
with or merge into another Person or convey, transfer or lease its properties
and 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 properties and assets
of the Company substantially as an entirety shall be a corporation, partnership
or trust, 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, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest (including all additional
amounts, if any payable pursuant to Section 10.09) 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;


 


(2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of 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


 


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


 


Section 8.02           SUCCESSOR 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 properties and assets of the Company substantially as an entirety
in accordance with Section 8.01, 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 a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


42

















 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 9.01           SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.


 


Without the consent of any Holders, the
Company, 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, 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, agreements and obligations of the Company
herein and in the Securities; or


 


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


 


(3)           to
add to or change any of the provisions of this Indenture to provide that bearer
securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium or interest on
bearer securities, to permit bearer securities to be issued in exchange for
registered Securities, to permit bearer securities to be issued in exchange for
bearer securities of other authorized denominations or to permit or facilitate
the issuance of Securities in uncertificated form, provided that any such
action shall not adversely affect the interests of the Holders of the
Securities of any series or any related coupons in any material respect; or


 


(4)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be
for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the
benefit of such series); or


 


(5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of
any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or


 


(6)           to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee
or to surrender any right or power conferred upon us under this Indenture; or


 


(7)           to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 3.01; or


 


(8)           to
provide for uncertificated securities in addition to certificated securities;
or


 


(9)           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 of the provisions of this Indenture as shall be necessary to provide
for or


 


43

















 


facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 6.11; or


 


(10)         to
cure any ambiguity, to correct or supplement any provision herein 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,
provided that such action pursuant to this Clause (10) shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect; or


 


(11)         to
supplement any provisions of this Indenture necessary to defease and discharge
the Securities of any series, provided that such action does not adversely
affect the interests of the Holders of the Securities in any material respect;
or


 


(12)         to
comply with the rules or regulations of any securities exchange or
automated quotation system on which any Securities are listed or traded; or


 


(13)         to
add, change or eliminate any provisions of this Indenture in accordance with
any amendments to the Trust Indenture Act, provided that the action does not
adversely affect the rights or interests of any Holders of Securities.


 


Section 9.02           SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.


 


With the consent of the Holders of not less
than 50% in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, 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; 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 principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
change any obligation of the Company to pay additional amounts pursuant to Section 10.09
(except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)),
or reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change
the coin or currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


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


 


44
















 


(3)           make
any change that adversely affects the right to convert or exchange any Security
or decreases the conversion or exchange rate or increases the conversion price
of any convertible or exchangeable Security, or


 


(4)           modify
any of the provisions of this Section, Section 5.13 or Section 10.09,
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 10.08, or the deletion of this proviso,
in accordance with the requirements of Sections 6.11 and 9.01(9).


 


A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture 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 of Securities 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 9.03           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 entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel and an Officer’s  Certificate each stating that the execution
of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s owner’s rights, duties or immunities under this Indenture or
otherwise.


 


Section 9.04           EFFECT OF SUPPLEMENTAL INDENTURES.


 


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


 


Section 9.05           CONFORMITY WITH TRUST INDENTURE.


 


Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act.


 


45

















 


Section 9.06           REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.


 


Securities of any series 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 Company, 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 X

COVENANTS


 


Section 10.01         PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST.


 


The Company covenants and agrees for the
benefit of Holders of each series of Securities that it will duly and
punctually pay the principal of and any premium and interest on the Securities
of that series in accordance with the terms of the Securities and this
Indenture.


 


Section 10.02         MAINTENANCE OF OFFICE OR AGENCY.


 


The Company will maintain in each Place of
Payment for any series an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  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 in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands.  The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series 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 each 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 10.03         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 any premium or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and any
premium or 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.


 


46

















 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of
the principal of or any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal and any
premium or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for
any series of Securities 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 and (2) during the continuance of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
in respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.


 


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 payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of or any premium or interest on any Security of any series and
remaining unclaimed for two years after such principal and any premium or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall 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 an Authorized Newspaper in each Place of Payment, 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 10.04         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, 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.


 


47

















 


Section 10.05         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 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 ability of the Company to make payments hereunder.


 


Section 10.06         MAINTENANCE OF PROPERTIES.


 


The Company will cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the ability of the Company to make
payments hereunder.


 


Section 10.07         PAYMENT OF TAXES AND OTHER CLAIMS.


 


The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company
or any 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,
charge or claim whose amount, applicability or validity is being contested in
good faith.


 


Section 10.08         WAIVER OF CERTAIN COVENANTS.


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Company may, with
respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 3.01(22), 9.01(2) or 9.01(7) for the benefit
of the Holders of such series if before the time for such compliance the
Holders of at least 50% 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


 


48

















 


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 10.09         ADDITIONAL AMOUNTS.


 


If the Securities of a series provide for the
payment of additional amounts, the Company will pay to the Holder of any
Security of such series additional amounts as provided therein.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts
provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.


 


If the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Payment Agent or Paying Agents, if other than the Trustee, with an
Officers’ Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series.  If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
and the Company will pay to the Trustee or such Paying Agent the additional
amounts required by this Section.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


ARTICLE XI

REDEMPTION OF SECURITIES


 


Section 11.01         APPLICABILITY OF ARTICLE.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 3.01 for
such Securities) in accordance with this Article.


 


Section 11.02         ELECTION TO REDEEM; NOTICE TO TRUSTEE.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified
as contemplated by Section 3.01 for such


 


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Securities.  In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 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 of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed (unless all of the
Securities of a specified tenor are to be redeemed).  In the case of any redemption of Securities (i) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (ii) 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 evidencing compliance with such restriction or condition.


 


Section 11.03         SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by lot, from the Outstanding Securities
of such series not previously called for redemption, and which may provide for
the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series or of the
principal amount of global securities of such series.  If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the
preceding sentence.  If so specified in
the Securities of a series, partial redemptions must be in an amount not less
than $1,000,000 principal amount of Securities. 
The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in 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.


 


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Section 11.04         NOTICE OF REDEMPTION.


 


Notice of redemption shall be given in the
manner provided in Section 1.06 to the Holders of Securities to be
redeemed not less than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of redemption shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price,


 


(3)           if
less than all the Outstanding Securities of any series 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 of any series 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 such Securities are to be surrendered for payment of the
Redemption Price,


 


(6)           that
the redemption is for a sinking fund, if such is the case, and


 


(7)           applicable
CUSIP numbers, if any.


 


A notice of redemption published as
contemplated by Section 1.06 need not identify particular Registered
Securities to be redeemed.


 


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; provided, however, in the latter case the
Trustee will be given at least 15 days prior notice of the date of the giving
of such notice.


 


Section 11.05         DEPOSIT OF REDEMPTION PRICE.


 


Prior to 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 10.03)
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 11.06         SECURITIES PAYABLE ON REDEMPTION RATE.


 


Notice of redemption having been given as
aforesaid, the Securities so to be 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


 


51

















 


of the Redemption Price and
accrued interest) such Securities shall cease to bear 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 accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interests on Securities
whose Stated Maturity is on or prior to the Redemption Date shall 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 Record Dates
according to their terms and the provisions of Section 3.07.


 


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 11.07         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 the same
series and 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 XII

SINKING FUNDS


 


Section 12.01         APPLICABILITY OF ARTICLE.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 3.01 for such
Securities.


 


The minimum amount of any sinking fund
payment provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount
provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


 


Section 12.02         SATISFACTION OF SINKING FUND PAYMENTS
WITH SECURITIES.


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of


 


52

















 


such Securities, in each case
in satisfaction of all or any part of any sinking fund payment with respect to
any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited.  The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


 


Section 12.03         REDEMPTION OF SECURITIES FOR SINKING
FUND.


 


Not less than 45 days prior (unless a shorter
period shall be satisfactory to the Trustee) to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 12.02 and will also deliver to the Trustee any Securities to be
so delivered.  Not less than 15 nor more
than 45 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 11.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.04. 
Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.


 


ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01         COMPANY’S OPTION TO EFFECT DEFEASANCE OR
COVENANT DEFEASANCE.


 


The Company may at its option, at any time
elect to have either Section 13.02 or Section 13.03 applied to the
Outstanding Securities of any series upon compliance with the conditions set forth
below in this Article Thirteen.


 


Section 13.02         DEFEASANCE AND DISCHARGE.


 


Upon the Company’s exercise of the option
provided in Section 13.01 applicable to this Section, the Company shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities of any series on the date the conditions set forth below
are satisfied (hereinafter, “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder:  (A) the rights of
Holders of the Securities of such series to receive, solely from the trust fund
described in Section 13.04 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on the
Securities


 


53

















 


of such series when such
payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article Thirteen.  Subject to
compliance with this Article Thirteen, the Company may exercise its option
under this Section 13.02 notwithstanding the prior exercise of its option
under Section 13.03.


 


Section 13.03         COVENANT DEFEASANCE.


 


Upon the Company’s exercise of the option
provided in Section 13.01 applicable to this Section, (i) the Company
shall be released from its obligations with respect to the Securities of such Series under
Section 8.01, Sections 10.05 through 10.09, inclusive, and any covenants
provided pursuant to Section 3.01(22), 9.01(2) or 9.01(9) for
the benefit of the Holders of such Securities and (ii) the occurrence of
an event specified in Sections 5.01(3) or (4) shall not be deemed to
be an Event of Default on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). 
For this purpose, such covenant defeasance means that 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 Section or clause whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or
clause or by reason of any reference in any such Section or clause to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


Section 13.04         CONDITIONS TO DEFEASANCE OR COVENANT
DEFEASANCE.


 


The following shall be the conditions to
application of either Section 13.02 or Section 13.03 to the then
Outstanding Securities of any series:


 


(1)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.09
who shall agree to comply with the provisions of this Article Thirteen
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 benefit of the Holders of the Securities of such series, (A) money
in an amount, 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 in an amount, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of, premium, if any, and each
installment of interest on the Securities on the Stated Maturity of such
principal or installment of interest in accordance with the terms of this
Indenture and of the Securities of such series. 
For this purpose, “Government Obligations” means, with respect to any
series of Securities, securities that are (x) direct obligations of the
government that issued the currency in which such series is denominated (or, if
such series is denominated in euro, the direct obligations of any government
that is a member of the European Monetary Union) for the payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government
the payment of which is unconditionally guaranteed as a full faith and credit 


 


54

















 


obligation
by such government, which, in either case, are not callable or redeemable at
the option of the issuer thereof and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Government Obligation where the relevant
government is the United States of America or a specific payment of principal
of or interest on any such Government Obligation held by such custodian for the
account of the holder of such depositary 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 such Government Obligation or the
specific payment of principal of or interest on such Government Obligation
evidenced by such depository receipt.


 


(2)           In
the event of an election to have Section 13.02 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and
discharge had not occurred.


 


(3)           In
the event of an election to have Section 13.03 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect the that Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit and
covenant defeasance had not occurred.


 


(4)           The
Company shall have delivered to the Trustee an Officer’s Certificate to the
effect that the Securities of such series, if then listed on any securities
exchange, will not be delisted as a result of such deposit.


 


(5)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit or, insofar as subSections
501(6) and (7) are concerned, at any time during the period ending on
the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


(6)           Such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest as defined in Section 6.08 and for purposes of the
Trust Indenture Act with respect to any securities of the Company.


 


55
















 


(7)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.


 


(8)           The
Company shall have delivered to the Trustee and Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 13.02 or the covenant
defeasance under Section 13.03 (as the case may be), have been complied
with.


 


(9)           Such
defeasance or covenant defeasance shall not result in the trust arising from
such deposit constituting an investment company as defined in the Investment
Company Act, or such trust shall be qualified under such act or exempt from
regulation thereunder.


 


Section 13.05         DEPOSITED MONEY AND GOVERNMENT
OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


Subject to the provisions of the last
paragraph of Section 10.03, all money and Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee (solely for purposes of this Section and Section 13.06,
the Trustee and any such other trustee are referred to collectively, for
purposes of this Section 13.05, as the “Trustee”)) pursuant to Section 13.04
in respect of the Securities of such series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities of such
series and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money 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 13.04 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 the
Outstanding Securities.


 


Anything in this Article Thirteen 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 13.04 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.


 


Section 13.06         REINSTATEMENT.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 13.02 or 13.03 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen
until such time as the Trustee


 


56

















 


or Paying Agent is permitted to
apply all such money in accordance with Section 13.02 or 13.03; provided,
however, that if the Company makes any payment of principal of (and premium, if
any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
the Securities of such series to receive such payment from the money held by
the Trustee or the Paying Agent.


 


ARTICLE XIV

[INTENTIONALLY OMITTED]


 


ARTICLE XV

MEETING OF HOLDERS OF SECURITIES


 


Section 15.01         PURPOSES FOR WHICH MEETINGS MAY BE
CALLED.


 


A meeting of Holders of Securities of any or
all series of Securities may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given to, taken by Holders of Securities of such
series.


 


Section 15.02         CALL, NOTICE AND PLACE OF MEETINGS.


 


(1)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purposes specified in Section 15.01, to be held at any such time
and at such place as the Trustee shall determine.  Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 1.06, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(2)           In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 25% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 15.01, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, the City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


 


Section 15.03         PERSONS ENTITLED TO VOTE AT MEETINGS.


 


Upon the calling of a meeting of Holders with
respect to the Securities of a series all or part of which are represented by a
Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to vote at such meeting, which
record date shall be the close of business on the day the notice of the meeting
of Holders is given in accordance with Section 15.02.  The Holders on such record date, and their
designated proxies, and only such Persons, shall be entitled to vote at such
meeting of Holders.


 


57

















 


To be entitled to vote at any
meeting of Holders,a Person shall (a) be a Holder of one or more
Securities or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more Securities; provided, however, that in the
case of any meeting of Holders with respect to the Securities of a series all
or part of which are represented by a Security, only Holders, or their
designated proxies, of record on the record date established pursuant to Section 15.03
hereof shall be entitled to vote at such meeting.  The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.


 


Section 15.04         QUORUM;
ACTION.


 


The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than 50% in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote 50% in principal amount of the
Outstanding Securities of such series shall constitute a quorum.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 15.02(a), except that such notice need be given only
once, not less than five days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of
the reconvening of an adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of
such series which shall constitute a quorum.


 


Except as limited by the proviso to the first
paragraph of Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to the first paragraph of Section 9.02,
any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than 50% in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly convened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of 50% in principal
amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to the first paragraph of Section 9.02,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or any adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the


 


58

















 


affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.


 


Any resolution passed or decision taken at
any meeting of Holders of Securities of any series duly held in accordance with
this Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented at the
meeting.


 


Section 15.05         DETERMINATION OF VOTING RIGHTS; CONDUCT
AND ADJOURNMENT OF MEETINGS.


 


(1)           Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of a series in regard to proof of the holding of Securities of such series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as is shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy shall be proved
in the manner specified in Section 1.04 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 1.04. 
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.


 


(2)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


(3)           At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.  The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.


 


(4)           Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


59

















 


Section 15.06         COUNTING VOTES AND RECORDING ACTION OF
MEETINGS.


 


The vote upon any resolution submitted to any
meeting of Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities of such
series or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series held or represented
by them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record, at
least in duplicate, of the proceedings of each meeting of Holders of Securities
of any series shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if
applicable, Section 15.04.  Each
copy shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


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.


 


60

















 


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


 


	
   

  	
  RITE AID
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  B. Sari

  
	
   

  	
  Name: 

  	
  Robert B.
  Sari

  
	
   

  	
  Title: 

  	
  Executive
  Vice President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK TRUST COMPANY,

  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.G.
  Donovan

  
	
   

  	
  Name:

  	
  D.G. Donovan

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


61

















 


EXHIBIT A


 


FORM OF FACE OF REGISTERED SECURITY


 


	
  No.                       

  	
   

  	
  $

  	
                        

  



 


Rite Aid Corporation, a corporation duly
organized and existing under the laws of Delaware (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                                    ,
or registered assigns, the principal sum of
                                    
Dollars on
                                          .
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such 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
                    
or                   
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of 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 and any overdue premium shall bear interest at the rate of
          % per annum (to the
extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment.  Interest on any overdue
principal or premium shall be payable on demand.


 


Payment of the principal of (and premium, if
any) and any such interest on this Security will be made at the office or
agency of the Company maintained for that purpose in
                  ,
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; provided,
however, that at the option of the Company payment of interest may be made by (i) check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; or (ii) wire transfer in immediately
available funds to the place and account designated in writing by the Person
entitled to such payment as specified 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.


 


A-1

















 


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


 


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


 


Dated:


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


EXHIBIT A1


 


FORM OF REVERSE OF SECURITY


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of
                              
(herein called the “Indenture,” which term shall have the meaning assigned to
it in such instrument), between the Company and
                      ,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee[, the holders of Senior Debt]
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, limited in aggregate principal amount to
$                        .]


 


[IF APPLICABLE, INSERT — The Securities of
this series are subject to redemption upon not less than 30 days’ notice by
mail, [IF APPLICABLE, INSERT — (1) on
                              
in any year commencing with the year                           
and ending with the year
                          
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [IF APPLICABLE,
INSERT — (1) on or after
                            
, 20    ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):  If redeemed [IF
APPLICABLE, INSERT — on or before
                                  
%, and if redeemed] during the 12-month period beginning
                            
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Redemption Year

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to
                %
of the principal amount, together in the case of any such redemption [IF
APPLICABLE, INSERT — (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


A-1-1

















 


[IF
APPLICABLE, INSERT — The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1) on
                            
in any year commencing with the year                         
and ending with the year o through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [IF APPLICABLE, INSERT — on or after
                            ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below:  If redeemed during the 12-month period
beginning
                          
of the years indicated,


 




	
  Year

  	
   

  	
  Redemption Price For Redemption 

  Through Operation of the Sinking Fund

  	
   

  	
  Redemption Price For Redemption 

  Otherwise Than Through Operation of

  the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


and thereafter
at a Redemption Price equal to
                          
% of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


[IF APPLICABLE, INSERT — Notwithstanding the
foregoing, the Company may not, prior to
                                    
redeem any Securities of this series as contemplated by [IF APPLICABLE, INSERT
— Clause (2) of] the preceding paragraph as a part of, or in anticipation
of, any refunding operation by the application, directly or indirectly, of
moneys borrowed having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than
                    
% per annum.]


 


[IF APPLICABLE, INSERT — The sinking fund for
this series provides for the redemption on . . . . . . . . . . in each year
beginning with the year
                      
and ending with the year
              
of [IF APPLICABLE, INSERT — not less than
$                  
(“mandatory sinking fund”) and not more than]
$                      
aggregate principal amount of Securities of this series.  Securities of this series acquired or redeemed
by the Company otherwise than through [IF APPLICABLE, INSERT — mandatory]
sinking fund payments may be credited against subsequent [IF APPLICABLE, INSERT
— mandatory] sinking fund payments otherwise required to be made [IF
APPLICABLE, INSERT — , in the inverse order in which they become due].]


 


[IF THE SECURITY IS SUBJECT TO REDEMPTION OF
ANY KIND, INSERT — In the event of redemption of this Security in part only, a
new Security or Securities of-this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]


 


[IF APPLICABLE, INSERT — The Indenture
contains provisions for defeasance at any time of [the entire indebtedness of
this Security] [or] [certain restrictive covenants and


 


A-1-2

















 


Events of Default with respect
to this Security] [, in each case] upon compliance with certain conditions set
forth in the Indenture.]


 


[IF THE SECURITY IS NOT AN ORIGINAL ISSUE
DISCOUNT SECURITY, INSERT — 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, INSERT — 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 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 (i) of the
amount of principal so declared due and payable and (ii) of interest on
any overdue principal, premium and 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 premium and
interest, if any, on the Securities of this series shall terminate.]


 


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 50% 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.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. 
The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.


 


A-1-3

















 


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 any premium 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 any premium 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 series and of like tenor, 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 and of like tenor 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.


 


Prior to due presentment of this Security for
registration of transfer, 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.


 


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


 


A-1-4

















 


EXHIBIT B1


 


FORM OF CERTIFICATE TO BE GIVEN

BY BENEFICIAL OWNER OF INTEREST IN A

TEMPORARY GLOBAL SECURITY


 


[ISSUER]

[Title of Securities]

(the “Securities”)


 


This is to certify that as of the date
hereof, and except as set forth below, the above-captioned Securities held by
you for our account (i) are owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (a “United States Person(s)”), (ii) are
owned by United States Person(s) that are (A) foreign branches of
United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12
(c)(1)(v)) (“Financial Institutions”) purchasing for their own account or for
resale, or (B) United States Person(s) who acquired the Securities
through the foreign branches of United States Financial Institutions and who
hold the Securities through such United States Financial Institutions on the
date hereof (and in either case (A) or (B), each such United States
Financial Institution hereby agrees, on its own behalf or through its agent, to
comply with the requirements of Section 165(j)(3)(A), (B) or, (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) are owned by United States or foreign Financial Institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner
of the Securities is a United States or foreign, Financial Institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) this is to further certify that such Financial Institution has not
acquired the Securities for purposes of resale directly or indirectly to a United
States Person(s) or to a person within the United States or its
possessions.


 


If the Securities are of the category
contemplated in Section 230.903(c)(3) of Regulation S under the
Securities Act of 1933, as amended (the “Act”) then this is also to certify
that, except as set forth below (i) in the case of debt securities, the
Securities are beneficially owned by (a) non-U.S. Person(s) or (b) U.S.
Person(s) who purchased the Securities in transactions which did not
require registration under the Act:  or (ii) in
the case of equity securities, the Securities are owned by (x) non-U.S.
Person(s) and such persons are not acquiring the Securities for the
account or benefit of U.S. Person(s) or (y) U.S. Person(s) who
purchased the securities in a transaction which did not require registration
under the Act.  If this certification is
being delivered in connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.
Person(s).  As used in this paragraph the
term “U.S. Person(s)” has the meaning given to it by Regulation S under the
Act.


 


As used herein, “United States” means the
United States of America (including the States and the District of Columbia)
and its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.


 


B-1-1

















 


We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification
relating to the Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification, it may be assumed that this
certification applies as of such date.


 


This certificate excepts and does not relate
to [ ] of such interest in the above Securities in respect of which we are not
able to certify and as to which we understand exchange and delivery of
definitive Securities (or, if relevant, exercise of any rights or collection of
any interest) cannot be made until we do so certify.


 


We understand that this certificate is
required in connection with certain tax laws and, if applicable, certain
securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.


 


Dated: 
                                ,
200


 


	
   

  	
  NAME OF
  PERSON MAKING 

  CERTIFICATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-1-2