Exhibit 4.08


 


PRINCIPAL
FINANCIAL GROUP, INC.


 


and


 


PRINCIPAL
FINANCIAL SERVICES, INC.,


 


as guarantor


 


to


 


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


 


as Trustee


 


JUNIOR
SUBORDINATED INDENTURE


 


Dated as of                


 

















 


Table of Contents


 


	
   

  	
  Page

  
	
  Article One

  
	
  Definitions and Other Provisions of General
  Application

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
   

  	
  Definitions

  	
  1

  
	
  Section 102.

  	
   

  	
  Compliance Certificates and Opinions

  	
  10

  
	
  Section 103.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
  10

  
	
  Section 104.

  	
   

  	
  Acts of Holders; Record Dates

  	
  11

  
	
  Section 105.

  	
   

  	
  Notices, Etc. to Trustee, Company and
  Subsidiary Guarantor

  	
  13

  
	
  Section 106.

  	
   

  	
  Notice to Holders; Waiver

  	
  14

  
	
  Section 107.

  	
   

  	
  Conflict with Trust Indenture Act

  	
  14

  
	
  Section 108.

  	
   

  	
  Effect of Headings and Table of Contents

  	
  15

  
	
  Section 109.

  	
   

  	
  Successors and Assigns

  	
  15

  
	
  Section 110.

  	
   

  	
  Separability Clause

  	
  15

  
	
  Section 111.

  	
   

  	
  Benefits of Indenture

  	
  15

  
	
  Section 112.

  	
   

  	
  Governing Law

  	
  15

  
	
  Section 113.

  	
   

  	
  Legal Holidays

  	
  15

  
	
  Section 114.

  	
   

  	
  Computations

  	
  15

  
	
  Section 115.

  	
   

  	
  Force Majeure

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Two

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
  16

  
	
  Section 202.

  	
  Form of Legend for Global Securities

  	
  17

  
	
  Section 203.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  17

  
	
   

  	
   

  	
   

  
	
  Article Three

  
	
  The Securities

  
	
   

  
	
  Section 301.

  	
  Title; Terms

  	
  18

  
	
  Section 302.

  	
  Denominations

  	
  21

  
	
  Section 303.

  	
  Execution, Authentication, Delivery and
  Dating

  	
  21

  
	
  Section 304.

  	
  Temporary Securities

  	
  23

  
	
  Section 305.

  	
  Registration, Registration of Transfer and
  Exchange

  	
  24

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  26

  
	
  Section 307.

  	
  Payment of Interest; Interest Rights
  Preserved

  	
  27

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
  28

  
	
  Section 309.

  	
  Cancellation

  	
  29

  



 


i

















 


	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 310.

  	
  Computation of Interest

  	
  29

  
	
  Section 311.

  	
  Deferrals of Interest Payments

  	
  29

  
	
   

  	
   

  	
   

  
	
  Article Four

  
	
  Satisfaction and Discharge

  
	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
  30

  
	
  Section 402.

  	
  Application of Trust Money

  	
  31

  
	
   

  	
   

  	
   

  
	
  Article Five

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
  32

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  33

  
	
  Section 503.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  35

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
  36

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  	
  36

  
	
  Section 506.

  	
  Application of Money Collected

  	
  36

  
	
  Section 507.

  	
  Limitation on Suits

  	
  37

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  38

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
  38

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
  38

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
  38

  
	
  Section 512.

  	
  Control by Holders

  	
  39

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
  39

  
	
  Section 514.

  	
  Undertaking for Costs

  	
  40

  
	
  Section 515.

  	
  Waiver of Usury, Stay or Extension Laws

  	
  40

  
	
   

  	
   

  	
   

  
	
  Article Six

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain Duties and Responsibilities

  	
  40

  
	
  Section 602.

  	
  Notice of Defaults

  	
  41

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
  41

  
	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  43

  
	
  Section 605.

  	
  May Hold Securities

  	
  43

  
	
  Section 606.

  	
  Money Held in Trust

  	
  43

  
	
  Section 607.

  	
  Compensation and Reimbursement

  	
  44

  
	
  Section 608.

  	
  Disqualification; Conflicting Interests

  	
  44

  
	
  Section 609.

  	
  Corporate Trustee Required; Eligibility

  	
  45

  
	
  Section 610.

  	
  Resignation and Removal; Appointment of
  Successor

  	
  45

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 611.

  	
  Acceptance of Appointment by Successor

  	
  46

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  48

  
	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
  48

  
	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
  48

  
	
   

  	
   

  	
   

  
	
  Article Seven

  
	
  Holders’ Lists and Reports by Trustee and
  Company

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
  50

  
	
  Section 702.

  	
  Preservation of Information, Communications
  to Holders

  	
  50

  
	
  Section 703.

  	
  Reports by Trustee

  	
  50

  
	
  Section 704.

  	
  Reports by Company

  	
  51

  
	
   

  	
   

  	
   

  
	
  Article Eight

  
	
  Consolidation, Merger, Conveyance, Transfer
  or Lease

  
	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  	
  52

  
	
  Section 802.

  	
  Successor Corporation Substituted

  	
  53

  
	
   

  	
   

  	
   

  
	
  Article Nine

  
	
  Supplemental Indentures

  
	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of
  Holders

  	
  53

  
	
  Section 902.

  	
  Supplemental Indentures With Consent of
  Holders

  	
  55

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
  56

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
  56

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
  57

  
	
  Section 906.

  	
  Reference in Securities to Supplemental
  Indentures

  	
  57

  
	
   

  	
   

  	
   

  
	
  Article Ten

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
  57

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
  57

  
	
  Section 1003.

  	
  Money for Security Payments to be Held in
  Trust

  	
  58

  
	
  Section 1004.

  	
  Statement by Officers as to Default

  	
  59

  
	
  Section 1005.

  	
  Payment of Taxes

  	
  59

  
	
  Section 1006.

  	
  Waiver of Certain Covenants

  	
  59

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  
	
  Article Eleven

  
	
  Redemption of Securities

  
	
   

  
	
  Section 1101.

  	
  Company’s Right of Redemption

  	
  60

  
	
  Section 1102.

  	
  Applicability of Article

  	
  60

  
	
  Section 1103.

  	
  Election to Redeem; Notice to Trustee

  	
  60

  
	
  Section 1104.

  	
  Selection by Trustee of Securities to be
  Redeemed

  	
  61

  
	
  Section 1105.

  	
  Notice of Redemption

  	
  61

  
	
  Section 1106.

  	
  Deposit of Redemption Price

  	
  62

  
	
  Section 1107.

  	
  Securities Payable on Redemption Date

  	
  62

  
	
  Section 1108.

  	
  Securities Redeemed in Part

  	
  63

  
	
   

  	
   

  	
   

  
	
  Article Twelve

  
	
  Subordination of Securities

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Securities Subordinate to Senior
  Indebtedness of the Company

  	
  63

  
	
  Section 1202.

  	
  Payment Over of Proceeds Upon Dissolution,
  Etc

  	
  64

  
	
  Section 1203.

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

  	
  65

  
	
  Section 1204.

  	
  No Payment When Senior Indebtedness of the
  Company in Default

  	
  66

  
	
  Section 1205.

  	
  Payment Permitted If No Default

  	
  66

  
	
  Section 1206.

  	
  Subrogation to Rights of Holders of Senior
  Indebtedness of the Company

  	
  67

  
	
  Section 1207.

  	
  Provisions Solely to Define Relative Rights

  	
  67

  
	
  Section 1208.

  	
  Trustee to Effectuate Subordination

  	
  68

  
	
  Section 1209.

  	
  No Waiver of Subordination Provisions

  	
  68

  
	
  Section 1210.

  	
  Notice to Trustee

  	
  68

  
	
  Section 1211.

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

  	
  69

  
	
  Section 1212.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness of the Company

  	
  69

  
	
  Section 1213.

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

  	
  69

  
	
  Section 1214.

  	
  Article Applicable to Paying Agents

  	
  70

  
	
  Section 1215.

  	
  Certain Conversions or Exchanges Deemed
  Payment

  	
  70

  
	
   

  	
   

  	
   

  
	
  Article Thirteen

  
	
  Subordination of Subsidiary Guarantee

  
	
   

  
	
  Section 1301.

  	
  Subsidiary Guarantee Subordinate to Senior
  Indebtedness of the Subsidiary Guarantor

  	
  70

  



 


iv

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1302.

  	
  Payment Over of Proceeds Upon Dissolution,
  Etc

  	
  70

  
	
  Section 1303.

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

  	
  72

  
	
  Section 1304.

  	
  No Payment When Senior Indebtedness of Subsidiary
  Guarantor in Default

  	
  73

  
	
  Section 1305.

  	
  Payment Permitted If No Default

  	
  73

  
	
  Section 1306.

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

  	
  74

  
	
  Section 1307.

  	
  Provisions Solely to Define Relative Rights

  	
  74

  
	
  Section 1308.

  	
  Trustee to Effectuate Subordination

  	
  75

  
	
  Section 1309.

  	
  No Waiver of Subordination Provisions

  	
  75

  
	
  Section 1310.

  	
  Notice to Trustee

  	
  75

  
	
  Section 1311.

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

  	
  76

  
	
  Section 1312.

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

  	
  76

  
	
  Section 1313.

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

  	
  77

  
	
  Section 1314.

  	
  Article Applicable to Paying Agents

  	
  77

  
	
  Section 1315.

  	
  Certain Conversions or Exchanges Deemed
  Payment

  	
  77

  
	
   

  	
   

  	
   

  
	
  Article Fourteen

  
	
  Defeasance and Covenant Defeasance

  
	
   

  
	
  Section 1401.

  	
  Company’s Option to Effect Defeasance or
  Covenant Defeasance

  	
  77

  
	
  Section 1402.

  	
  Defeasance and Discharge

  	
  77

  
	
  Section 1403.

  	
  Covenant Defeasance

  	
  78

  
	
  Section 1404.

  	
  Conditions to Defeasance or Covenant
  Defeasance

  	
  78

  
	
  Section 1405.

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

  	
  80

  
	
  Section 1406.

  	
  Reinstatement

  	
  81

  
	
  Section 1407.

  	
  Qualifying Trustee

  	
  81

  



 


v

















 


CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310

THROUGH 318, INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:


 


	
  TRUST INDENTURE ACT SECTION

  	
   

  	
  INDENTURE SECTION

  
	
   

  	
   

  	
   

  
	
  SECTION 310(a)(1)

  	
   

  	
  609, 610

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  NOT APPLICABLE

  
	
  (a)(4)

  	
   

  	
  NOT APPLICABLE

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608, 610

  
	
  SECTION 311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  SECTION 312(a)

  	
   

  	
  701, 702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  SECTION 313(a)

  	
   

  	
  703

  
	
  (b)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  SECTION 314(a)

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
  101, 1004

  
	
  (b)

  	
   

  	
  NOT APPLICABLE

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  NOT APPLICABLE

  
	
  (d)

  	
   

  	
  NOT APPLICABLE

  
	
  (e)

  	
   

  	
  102

  
	
  SECTION 315(a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  SECTION 316(a)

  	
   

  	
  101

  
	
  (a)(1)(a)

  	
   

  	
  502, 512

  
	
  (a)(1)(b)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  NOT APPLICABLE

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104

  
	
  SECTION 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  SECTION 318(a)

  	
   

  	
  107

  



 


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


 


vi














 


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


 


RECITALS
OF THE COMPANY AND THE SUBSIDIARY GUARANTOR


 


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


 


NOW
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE


 


Definitions
and Other Provisions of General Application


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


“Additional Interest” means the interest, if
any, that shall accrue on any interest on the Securities of any series that is
in arrears or not paid during any Extension Period, which in either case shall
accrue at the rate per annum specified or determined as specified in such
Security.


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office” means the office of
the Trustee designated by the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date hereof
is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.


 


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


 


“Covenant Defeasance” has the meaning specified
in Section 1403.


 


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


 


“Defeasance” has the meaning specified in Section 1402.


 


3

















 


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


 


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


 


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


 


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


 


“Extension Period” has the meaning specified in
Section 311.


 


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


 


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


 


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


 


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


 


“Indebtedness” of any Person means the
principal of (and premium, if any) and interest due on indebtedness of such
Person, whether outstanding on the date of this 


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity” when used with respect to any
Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as 


 


5

















 


provided in the Securities or herein provided, whether
at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          Securities which have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by Holders in
whose hands such Securities are valid, binding and legal obligations of the
Company;


 


6

















 


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


 


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


 


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


 


“Place of Payment” means, with respect to the
Securities of any series, the place or places where the principal of (and
premium, if any) and interest on the Securities of such series are payable as
specified as contemplated by Section 301 or Section 311.


 


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


 


7

















 


“Proceeding” has the meaning specified in Section 1202.


 


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


 


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


 


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


 


“Responsible Officer”, when used with respect
to the Trustee, means any officer of the Trustee located at the Corporate Trust
Office and assigned by the Trustee from time to time to administer its
corporate trust matters.


 


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


 


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


 


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


 


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


 


“Senior Indebtedness” means the principal of
(and premium, if any) and interest, if any (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating
to the Company or the Subsidiary Guarantor, as applicable, whether or not such
claim for post-petition interest is allowed in such proceeding), on
Indebtedness (of the Company or the Subsidiary Guarantor, as applicable),
whether 


 


8

















 


incurred on or prior to the date of this Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding or pursuant to the terms
established pursuant to Section 301 hereof, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Indebtedness which is pari  passu with, or subordinated to, the
Securities.


 


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


 


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


 


“Subsidiary” means a corporation, partnership
or other entity of which, at the time of determination, more than 50% of the
outstanding voting stock or equivalent interest is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. 
For the purposes of this definition, “voting stock” means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.


 


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


 


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


 


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


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the 


 


9

















 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


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


 


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


 


Section 104.              Acts
of Holders; Record Dates.


 


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


 


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


 


11














 


(c)           The fact and date of the execution by any Person of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient
and in accordance with such reasonable rules as the Trustee may determine.


 


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


 


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


 


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


 


The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of (i) any
declaration of acceleration, or any rescission or annulment of any such
declaration, referred to in Section 502, (ii) any request to
institute proceedings referred to in Section 507(2) or (iii) any
direction referred to in Section 512. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other 


 


12

















 


Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record
date.  Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities in the manner set forth in Section 106.


 


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


 


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


 


The
provisions of this Section 104 regarding record date procedures are
subject in their entirety to the record date procedures set forth in Sections
502 and 512.


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 107.              Conflict with Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required 


 


14

















 


under such Act to be a part of and govern
this Indenture, the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


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


 


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


 


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


 


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


 


Section 112.              Governing Law. 
This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.


 


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


 


Section 114.              Computations. 
Unless otherwise specifically provided, the certificate or opinion of
any independent firm of public accountants of recognized standing selected by
the Board of Directors shall be conclusive evidence of the correctness 


 


15

















 


of any computation made under the
provisions of this Indenture.  The
Company shall furnish to the Trustee upon its request a copy of any such
certificate or opinion.


 


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


 


ARTICLE TWO


 


Security Forms


 


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


 


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


 


The
definitive Securities shall be printed, lithographed or engraved on a steel
engraved border or on steel engraved borders or produced by any combination of
these methods, if required by any securities exchange on which the Securities
may be listed, or may be produced in any other manner permitted by the rules of
any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


 


The
Securities of each series will initially be issued in the form of one or more
Global Securities.  Each such Global
Security shall represent such of the Outstanding 


 


16

















 


Securities of such series
as shall be specified therein and each shall provide that it shall represent
the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amounts of Outstanding Securities of
such series represented thereby may from time to time be reduced or increased,
as appropriate.  The Global Security or
Securities evidencing the Securities of a series (and all Securities issued in
exchange therefore) shall bear the legend indicated in Section 202.


 


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


 


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


 


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


 


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


 


Certificate of
Authentication


 


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


 


 


	
   

  	
  The Bank of New York Trust Company, 

  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
						



 


17

















 


ARTICLE THREE


 


The Securities


 


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


 


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


 


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


 


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


 


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


 


(4)           the rate or rates, if any, at which the Securities of
such series shall bear interest, if any, the rate or rates and the extent to
which Additional Interest, if any, shall be payable in respect of any
Securities of such series, the Interest Payment Dates on which such interest
shall be payable, the right, pursuant to Section 311 or as otherwise set
forth therein, of the Company to defer or extend an Interest Payment Date, the
Regular Record Date (if other than as defined in this Indenture) for the
interest payable on any Interest Payment Date and the dates from which interest
shall accrue or the method by which any of the foregoing shall be determined;


 


(5)           the place or places where the principal of (and
premium, if any) and interest on the Securities of such series shall be
payable, the place or places where the Securities of such series may be
presented for registration of transfer or exchange, and 


 


18

















 


the place or places where
notices and demands to or upon the Company in respect of the Securities of such
series may be made;


 


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


 


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


 


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


 


(9)           if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be payable, or
in which the Securities of the series shall be denominated and the manner of
determining the equivalent thereof in Dollars for any purpose, including for
purposes of the definition of “Outstanding” in Section 101;


 


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


 


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


 


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


 


(13)         whether the amount of principal of (and premium, if
any) or interest on the Securities of such series may be determined with
reference to any index, formula, or other method, such as one or more
currencies, commodities, equity indices or other indices, and, in such case,
the manner in which such amounts will be determined, including for purposes of
the definition of “Outstanding” in Section 101;


 


19

















 


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


 


(15)         whether the Securities of the series shall be issued
in whole or in part in the form of one or more Global Securities and, in such
case, the identity of the Depositary for such Global Securities and the terms
and conditions upon which such Global Securities may be exchanged for
certificated debt securities if other than as set forth in Section 305;


 


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


 


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


 


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


 


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


 


(20)         provisions granting special rights to holders of the
Securities of such series upon the occurrence of specific events;


 


(21)         if applicable, that the Securities of such series, in
whole or any specified part, shall not be defeasible pursuant to Section 1402
or Section 1403 or either 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;


 


(22)         any special tax considerations of the Securities of
such series, including any provisions for Original Issue Discount Securities,
if offered;


 


(23)         any change in the right of the Trustee or the
requisite Holders of the Securities of such series to declare the principal
amount thereof due and payable pursuant to Section 502;


 


20

















 


(24)         the provisions of this Indenture, if any, that shall
not apply to the Securities of such series;


 


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


 


(26)         any other terms of the Securities of such series
(which terms shall not be inconsistent with the provisions of this Indenture),


 


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


 


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


 


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


 


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


 


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


 


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


 


21














 


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


 


If the
form or forms or terms of the Securities of a series have been established by
or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, 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 601) shall
be fully protected in relying upon, an Opinion of Counsel stating:


 


(1)                                  that
such form or forms have been established in conformity with the provisions of
this Indenture;


 


(2)                                  that
such terms have been established in conformity with the provisions of this
Indenture; and


 


(3)                                  that
such Securities have been duly executed and, 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 forms 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
which is not reasonably acceptable to the Trustee.


 


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


 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate
of 


 


22

















 


authentication substantially in the form provided for
herein executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.  Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309,
for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


23

















 


Securities. 
Until so exchanged, the temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities.


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


(1)                                  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in
default (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date 


 


27

















 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


Section 311.                                          Deferrals of
Interest Payments. 
If specified as contemplated by Section 301 with respect to the
Securities of a particular series, the Company shall have the right, at any
time during the term of such series, from time to time to defer the payment of
interest otherwise due and payable on such Securities for such period or periods
as may be specified as contemplated by Section 301 (each, an “Extension
Period”) during which periods the Company shall have the right to make no or
partial payments of interest on any Interest Payment Date, and at the end of
such Extension Period the Company shall pay all interest then accrued and
unpaid thereon (together with Additional Interest thereon, if any, at the rate
specified for the Securities of such series to the extent permitted by
applicable law), provided, however, that, unless otherwise specified
with respect to Securities of such series pursuant to Section 301, during
any such Extension Period, the Company shall not, and shall cause any
Subsidiary not to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company’s capital stock, (ii) make any
payment of principal of  or interest or
premium, if any, on or repay, repurchase or redeem any debt securities or
guarantees that rank pari  passu with or junior in interest to the
Securities of such series.  Prior to the
termination of any such Extension Period, the Company may further defer payment
of interest, provided that the Company may not defer payment of interest
beyond the Maturity of such Securities. 
Upon termination of any Extension 


 


29

















 


Period
and upon the payment of all accrued and unpaid interest and any Additional
Interest then due, the Company may select a new Extension Period, subject to
the above requirements.  No interest
shall be due and payable during an Extension Period, except at the end
thereof.  The Company shall give the
Holders of the Securities of such series and the Trustee notice of its
selection of such Extension Period at least one Business Day prior to the
Interest Payment Date.


 


The
Trustee shall promptly give notice of the Company’s selection of such Extension
Period to the Holders of the Outstanding Securities of such series.


 


ARTICLE
FOUR



Satisfaction
and Discharge


 


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


 


(1)                                 either


 


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


 


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


 


(i)                                     have
become due and payable, or


 


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


 


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


 


30

















 


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


 


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


 


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


 


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


 


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


 


Section 402.                                          Application
of Trust Money. 
Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations deposited with the Trustee pursuant to Section 401
and all proceeds of such Government Obligations and the interest thereon shall
be held in trust and applied by it, in accordance with the provisions of the
Securities of the applicable series and this Indenture, to the payment, either
directly 


 


31

















 


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 premium, if any) and interest for whose payment such money and Government
Obligations have been deposited with the Trustee.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or
Government Obligations held by it as provided in Section 401 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee or in the opinion of such other Persons delivered to
the Trustee as shall be reasonably satisfactory to the Trustee (which may be
the same opinion delivered to the Trustee under Section 401(1)(B)), are in
excess of the amount thereof which would then be required to be deposited to
effect the satisfaction and discharge of the Indenture with respect to the
applicable Securities.


 


ARTICLE
FIVE



Remedies


 


Section 501.                                          Events of
Default.  Unless otherwise
specified with respect to Securities of a series pursuant to Section 301, “Event
of Default”, wherever used herein with respect to the Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


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


 


(2)                                  the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition 


 


32

















 


or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property and such
official is not discharged within 60 days, or the making by it of a general
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


 


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


 


The
Trustee shall have no right or obligation under this Indenture or otherwise to
exercise any remedies on behalf of the Holders of any Securities in connection
with any failure by the Company or, if applicable, the Subsidiary Guarantor, to
comply with any covenant or warranty of the Company or, if applicable, the
Subsidiary Guarantor, contained in this Indenture (other than any covenant
referred to in Section 501(3)), unless the Trustee is directed to exercise
such remedies pursuant to and subject to the provisions of Section 512. In
connection with any such exercise of remedies, the Trustee shall be entitled to
the same immunities and protections and remedial rights (other than
acceleration) as if such failure to comply were an Event of Default. The
Trustee shall not be charged with knowledge or notice of any such failure to
comply unless and until it shall have received the foregoing direction under Section 512.


 


Section 502.                                          Acceleration
of Maturity; Rescission and Annulment.  If an Event of Default (other than an Event
of Default specified in Section 501(1) or 501(2)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of and accrued but unpaid interest on all of the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and interest shall
become immediately due and payable.  If
an Event of Default specified in Section 501(1) or 501(2) with
respect to Securities of a series at the time Outstanding occurs, the principal
amount (or specified amount) of and accrued but unpaid interest on (subject to
any limitation thereon applicable to such series) all the Securities of such
series shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.  The payment of principal and interest
(including any Additional Interest) due as a result of the acceleration of the
Securities of a series pursuant to this Section shall remain subordinated
to the extent provided in Article Twelve.


 


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 


 


33

















 


has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 


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


 


(A)                              all
overdue interest (including any Additional Interest) on all Securities of that
series,


 


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


 


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


 


(D)                               all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
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 (or a specified portion of the principal) of and
interest on Securities of that series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


Upon
receipt by the Trustee of written notice declaring such an acceleration, or
rescission and annulment thereof, with respect to Securities of a series all or
part of which is represented by a Global Security, a record date shall be
established for determining Holders of Outstanding Securities of such series
entitled to join in such notice, which record date shall be at the close of
business on the day the Trustee receives such notice.  The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission
and annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect.  Nothing in this paragraph shall prevent a
Holder, or a proxy of a 


 


34

















 


Holder, from giving, after expiration of such 90-day
period, a new written notice of declaration of acceleration, or rescission and
annulment thereof, as the case may be, that is identical to a written notice
which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 502.


 


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


 


(1)                                  default
is made in the payment of any interest (including any Additional 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 (and premium, if any, on) any
Security at the Maturity thereof,


 


the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for
principal, including any sinking fund payment or analogous obligations (and
premium, if any) and interest (including any Additional Interest), including,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium if any) and on any overdue
interest (including any Additional 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, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.


 


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


 


35














 


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


 


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


 


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


 


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


 


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


 


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


 


Section 505.                                          Trustee May Enforce
Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, 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 506.                                          Application
of Money Collected. 
Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to 


 


36

















 


this
Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money or property
on account of principal (or premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


 


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


 


SECOND:  Subject to Article Twelve, to the
payment of the amounts then due and unpaid upon such series of Securities for
principal (and premium, if any) and interest (including any Additional
Interest), in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such series of Securities for principal (and
premium, if any) and interest (including any Additional Interest),
respectively; and


 


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


 


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


 


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


 


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


 


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


 


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


 


(5)                                  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Securities of that series;


 


37

















 


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 508.                                          Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307 and Section 311) interest (including any
Additional Interest) on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 


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


 


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


 


Section 511.                                          Delay or
Omission Not Waiver. 
No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.


 


Every
right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


38

















 


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


 


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


 


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


 


Upon
receipt by the Trustee of any written notice directing the time, method or
place of conducting any such proceeding or exercising any such trust or power,
with respect to Securities of a series all or part of which is represented by a
Global Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to join in such notice, which
record date shall be at the close of business on the day the Trustee receives
such notice.  The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless the Holders of a majority
in principal amount of the Outstanding Securities of such series shall have
joined in such notice prior to the day which is 90 days after such record date,
such notice shall automatically and without further action by any Holder be
canceled and of no further effect. 
Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, after expiration of such 90-day period, a new notice
identical to a notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 512.


 


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


 


(1)                                  in
the payment of the principal of (or premium, if any) or interest (including any
Additional 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.


 


39

















 


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


 


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


 


Section 515.                                          Waiver of
Usury, Stay or Extension Laws. 
Each of the Company and the Subsidiary Guarantor covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and each of the Company and the Subsidiary Guarantor (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


ARTICLE
SIX



The
Trustee


 


Section 601.                                          Certain
Duties and Responsibilities. 
The duties, responsibilities, protections, privileges, and immunities of
the Trustee shall be as provided by the Trust Indenture Act, particularly
Sections 315 and 316 thereof, unless expressly excluded as provided in
this Article Six.  Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any 


 


40

















 


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 602.                                          Notice of
Defaults.  If a default occurs
hereunder with respect to the Securities of a series, the Trustee within 90
days of such default shall give the Holders of such Securities notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that the Trustee may withhold notice to the Holders, of any
default with respect to Securities of a series (except any default of the
character specified in Section 501(1) and (2)), if and so long as the
board of directors, the executive committee or a trust committee of directors
or Responsible Officers of the Trustee in good faith determine that the
withholding of the notice is in the interest of the Holders of such
Securities.  For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to the
Securities of a series.


 


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


 


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


 


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


 


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


 


(4)                             the
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and 


 


41

















 


protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;


 


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


 


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


 


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


 


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


 


(9)                             the
Trustee shall not be deemed to have knowledge of any “default” or Event of
Default hereunder except (i) during any period it is serving as Paying
Agent for the Securities of a series, any Event of Default pursuant to Section 501(1) or
(2), or (ii) any default or Event of Default of which a Responsible
Officer shall have received written notification from the Company or the
Holders of at least 25% in aggregate principal amount of the Securities of the
series with respect to which such default or Event of Default has occurred and
is continuing or obtained “actual knowledge.” 
The term “actual knowledge” as used herein shall mean the actual fact or
statement of knowing by a Responsible Officer without independent investigation
with respect thereto.  The term “default”
as used in this Section 603 shall mean any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of a series;


 


42

















 


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


 


(11)                       in
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations under this Indenture arising out of or
caused by, directly or indirectly, forces beyond its reasonable 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 or hardware) services.


 


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


 


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


 


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


 


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


 


43

















 


Section 607.                                          Compensation
and Reimbursement. 
The Company agrees:


 


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


 


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


 


(3)                             to
indemnify, defend and to hold the Trustee harmless against, any loss, liability
or expense (including the reasonable compensation and the reasonable expenses
and disbursements of its agents or attorneys) incurred without negligence,
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the reasonable costs and expenses of defending itself against any
claim or liability in connection therewith or with the exercise or performance
of any of its powers or duties hereunder;


 


(4)                             that
the Trustee shall have a lien prior to the Securities upon all property and
funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities; and


 


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


 


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


 


44














 


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


 


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


 


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


 


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


 


If at
any time:


 


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


 


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


 


(3)                                  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or



 


45

















 


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


 


If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security for at least six
months may, subject to Section 514, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


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


 


Section 611.                                               Acceptance
of Appointment by Successor.


 


(a)                                  In
the case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed 


 


46

















 


or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.


 


(b)                                 In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (i) 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, (ii) 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 (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts, and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.


 


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


 


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


 


47

















 


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


 


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


 


Section 614.                                          Appointment
of Authenticating Agent. 
The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State, Territory or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority.  If such
Authenticating Agent files reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so filed.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


48

















 


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


 


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


 


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


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.


 


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


 


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


 


	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY,

  
	
   

  	
  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


49

















 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Company


 


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


 


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


 


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


 


Section 702.                                               Preservation
of Information, Communications to Holders.


 


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


 


(b)                                 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.


 


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


 


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


 


50

















 


report, dated as of such May 15, which
complies with the provisions of such Section 313(a).


 


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


 


Section 704.                                               Reports by
Company.  The Company shall:


 


(1)                                  file
with the Trustee, within 15 days after the Company files the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.  All reports, information and documents
described in this paragraph 704(1) and filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or any
successor system shall be deemed to be filed with the Trustee.  The Company also shall at all times comply
with the provisions of Section 314(a) of the Trust Indenture Act;


 


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


 


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


 


51

















 


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer or
Lease


 


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


 


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


 


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


 


(2)                                  in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the assets of
the Company substantially as an entirety shall be a corporation, partnership,
trust or limited liability company, organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest (including Additional Interest)
on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed; and


 


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


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


ARTICLE NINE


 


Supplemental Indentures


 


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


 


(1)                                  to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the
Securities; or


 


(2)                                  to
evidence the succession of another Person to the Subsidiary Guarantor and the
assumption by any such successor of the covenants of the Subsidiary Guarantor
under any Subsidiary Guarantee; or


 


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


 


(4)                                  to
provide for the issuance under this Indenture of Securities in bearer form
(including securities registrable as to principal only) and to provide for 


 


53

















 


exchangeability of such
Securities for Securities issued hereunder in fully registered form, and to
make all appropriate changes for such purpose; or


 


(5)                                  to
provide for the issuance of and establish the form and terms and conditions of
the Securities of any series as provided in Section 201 or 301; or


 


(6)                                  to
add to, delete from, or revise the conditions, limitations, and restrictions on
the authorized amount, terms, or purposes of issue, authentication, and
delivery of the Securities, as herein set forth; provided that no such
indenture supplemental hereto shall apply to Securities that are then
Outstanding, except in connection with any change in authorized amount
contemplated by the proviso to Section 301(2); or


 


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


 


(8)                                  to
add any additional Events of Default (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


 


(9)                                  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


 


(10)                            to
secure the Securities; or


 


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


 


(12)                            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 as
the Company and the Trustee may deem necessary and desirable, provided
that such action 


 


54

















 


pursuant to this Clause
(11) shall not adversely affect the interests of the Holders of Securities of
any series in any material respect; or


 


(13)                            to
conform any provision hereof to the requirements of the Trust Indenture Act or
otherwise as necessary to comply with applicable law; or


 


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


 


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


 


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


 


(1)                                  except
to the extent permitted by Section 311 or as otherwise specified as
contemplated by Section 301 with respect to the extension of the interest
payment period of the Securities of any series, change the Stated Maturity of
the principal of, or any installment of interest (including any Additional
Interest) payable on, any Outstanding Security, or reduce the principal amount
of or the rate of interest thereon or reduce any premium payable upon the
redemption thereof, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon redemption or would be
provable in bankruptcy, or adversely affect any right of repayment of the
Holder of any Security or change the Place of Payment or the coin or currency
in which, any Outstanding Security or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date);


 


(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, 


 


55

















 


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;


 


(3)                                  modify
any of the provisions of this Section, Section 513 or Section 1006,
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 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 1006, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(10); or


 


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


 


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


 


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


 


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


 


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


 


56














 


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


 


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


 


ARTICLE TEN



Covenants


 


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


 


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


 


Section 1002.                                    Maintenance
of Office or Agency. 
The Company will maintain in the Borough of Manhattan, The City of New
York and each other Place of Payment for any series, an office or agency where
Securities of that series may be presented or surrendered for payment, and an
office or agency where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities and this Indenture may be served.  The Company initially appoints the Trustee,
acting through an affiliate of its corporate trust office in the Borough of
Manhattan, The City of New York, as its agent for said purposes.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of any such
office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


57

















 


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


 


Section 1003.                                    Money for
Security 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 (and premium, if any) or interest on
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) and any interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by the
Company or any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.


 


58

















 


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


 


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


 


Section 1005.                                    Payment of
Taxes.  The Company will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the Company or any Restricted Subsidiary or upon the income,
profits or property of the Company or any Restricted Subsidiary, and lawful
claims for labor, materials and supplies, which, if unpaid, might by law become
a Lien upon the property of the Company or any Restricted Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment or governmental charge
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Securities.


 


Section 1006.                                    Waiver of
Certain Covenants.  The Company may omit in any particular
instance to comply with any term, provision, covenant or condition set forth in



 


59

















 


any covenant provided pursuant to Section 301(10) or
Section 901(6) for the benefit of the Holders or in Section 1005,
with respect to the Securities of any series if before or after the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


 


ARTICLE ELEVEN




Redemption
of Securities


 


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


 


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


 


Section 1103.                                    Election to
Redeem; Notice to Trustee. 
The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution.  In
case of any redemption at the election of the Company of the Securities of a
series, the Company shall, at least 45 days but not more than 60 days prior to
the 


 


60

















 


Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or (b) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers’ Certificate and an Opinion
of Counsel evidencing compliance with such restriction or condition.


 


Section 1104.                                    Selection by
Trustee of Securities to be Redeemed.  If less than all the Securities are to be
redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
not previously called for redemption, by such method as the Trustee in its sole
discretion shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security, provided
that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security.  If less than all the Securities and of a
specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities and specified tenor not previously called for redemption
in accordance with the preceding sentence.


 


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


 


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


 


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


 


Section 1105.                                    Notice of
Redemption. 
Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of a particular series, notice of 


 


61

















 


redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register. 
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date, interest shall cease to accrue on the Securities.


 


All notices of redemption shall state:


 


(1)                             the
Redemption Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1107.                                    Securities
Payable on Redemption Date. 
Notice of redemption having been given pursuant to Section 1105,
the Securities to be so redeemed shall, on the 


 


62

















 


Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear or accrue any interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with any accrued but unpaid interest
to, but excluding, the Redemption Date; provided, however, that
installments of accrued and unpaid interest whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 307, unless, in connection with a Redemption Date
falling on an Interest Payment Date, the Securities of the particular series
provide that interest payable on an Interest Payment Date that is a Redemption
Date shall be paid to the Person to whom principal is payable.


 


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


 


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


 


ARTICLE TWELVE



Subordination
of Securities


 


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


 


63

















 


Section 1202.                                    Payment Over
of Proceeds Upon Dissolution, Etc. 
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the
benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with the Company’s
insolvency or bankruptcy (each such event, if any, herein sometimes referred to
as a “Proceeding”), the holders of Senior Indebtedness of the Company shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Indebtedness, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of such Senior Indebtedness, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Indebtedness of the Company (including any series of the
Securities) subordinated to the payment of the Securities, such payment or
distribution being hereinafter referred to as a “Junior Subordinated Payment”),
on account of principal of (or premium, if any) or interest (including any
Additional Interest) on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the
holders of Senior Indebtedness of the Company shall be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any Junior
Subordinated Payment, which may be payable or deliverable in respect of the
Securities in any such Proceeding.


 


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


 


For purposes of this Article only, the words “any
payment or distribution of any kind or character, whether in cash, property or
securities” shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the 


 


64

















 


Company
or any other corporation provided for by a plan of reorganization or
readjustment which securities are subordinated in right of payment to all then
outstanding Senior Indebtedness of the Company to substantially the same extent
as the Securities are so subordinated as provided in this Article.  The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the sale of all of its properties and assets or of its
properties and assets substantially as an entirety to another Person or the
liquidation or dissolution of the Company following the sale of all of its
properties and assets or of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article Eight
shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by sale all such properties and assets or such properties
and assets substantially as an entirety, as the case may be, shall, as a part
of such consolidation, merger, or sale comply with the conditions set forth in Article Eight.


 


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


 


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


 


65

















 


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


 


Section 1204.                                    No Payment
When Senior Indebtedness of the Company in Default.


 


(a) In the event and during the
continuation of any default in the payment of principal of (or premium, if any)
or interest on any Senior Indebtedness of the Company, or in the event that any
event of default with respect to any Senior Indebtedness of the Company shall
have occurred and be continuing and shall have resulted in such Senior
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or (b) in
the event any judicial proceeding shall be pending with respect to any such
default in payment or such event of default, then no payment or distribution of
any kind or character, whether in cash, properties or securities (including any
Junior Subordinated Payment) shall be made by the Company on account of principal
of (or premium, if any) or interest (including any Additional Interest), if
any, on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by Section 301
for the Securities of any series by delivering and crediting pursuant to Section 1202
or as otherwise specified as contemplated by Section 301 for the
Securities of any series Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default.


 


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


 


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


 


Section 1205.                                    Payment
Permitted If No Default.


 


Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 1202 or under the
conditions described in Sections 1203 


 


66

















 


and
1204, from making payments at any time of principal of (and premium, if any) or
interest on the Securities, or (b) the application by the Trustee
of any money or Government Obligations deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at least three Business Days prior to the time of
such application by the Trustee, a Responsible Officer of the Trustee did not
receive written notice from the Company or any holder of Senior Indebtedness of
the Company (or any trustee, agent or representative therefor) that such
payment would have been prohibited by the provisions of this Article.  Notwithstanding anything herein to the
contrary, money or Government Obligations held in trust pursuant to Section 402
or 1405 shall not be subject to the claims of the holders of Senior
Indebtedness of the Company under this Article Twelve.


 


Section 1206.                                    Subrogation
to Rights of Holders of Senior Indebtedness of the Company.  Subject to the payment in full of all Senior
Indebtedness of the Company, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of such Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to Senior Indebtedness of the Company to
substantially the same extent as the Securities are subordinated to such Senior
Indebtedness and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Indebtedness) to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full.  For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of the Company of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of such Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of such Senior Indebtedness.


 


Section 1207.                                    Provisions
Solely to Define Relative Rights. 
The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness of the Company on the other
hand.  Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as between the Company and the Holders of the Securities, the obligations of
the Company, which are absolute and unconditional, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest (including any
Additional Interest) on the Securities as and when the 


 


67

















 


same shall become due and payable in
accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior
Indebtedness of the Company; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture including, without limitation,
filing and voting claims in any Proceeding, subject to the rights, if any, under
this Article of the holders of Senior Indebtedness of the Company to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.


 


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


 


Section 1209.                                    No Waiver of
Subordination Provisions. 
No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof that any such holder may
have or be otherwise charged with.


 


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


 


68














 


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


 


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


 


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


 


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


 


69

















 


Nothing in this Article shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 607 or the second
to last paragraphs of Sections 401 and 1405.


 


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


 


Section 1215.                                    Certain
Conversions or Exchanges Deemed Payment.  For the purposes of this Article only, (a) the
issuance and delivery of junior securities upon conversion or exchange of
Securities shall not be deemed to constitute a payment or distribution on
account of the principal of (or premium, if any) or interest (including any
Additional Interest) on Securities or on account of the purchase or other
acquisition of Securities, and (b) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon conversion
or exchange of a Security shall be deemed to constitute payment on account of
the principal of such Security.  For the
purposes of this Section, the term “junior securities” means (i) shares
of any stock of any class of the Company and (ii) securities of the
Company which are subordinated in right of payment to all Senior Indebtedness
of the Company which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.


 


ARTICLE THIRTEEN



Subordination
of Subsidiary Guarantee


 


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


 


Section 1302.                                    Payment Over
of Proceeds Upon Dissolution, Etc. 
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the
benefit of creditors, marshaling of assets or any 


 


70

















 


bankruptcy, insolvency, debt restructuring or
similar proceedings in connection with the Subsidiary Guarantor’s insolvency or
bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”),
the holders of Senior Indebtedness of the Subsidiary Guarantor shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Indebtedness, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of such Senior Indebtedness, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Indebtedness of the Subsidiary Guarantor subordinated to
the payment of any Subsidiary Guarantee, such payment or distribution being
hereinafter referred to as a “Junior Subordinated Payment”), on account of any
payment pursuant to any Subsidiary Guarantee or on account of the purchase or
other acquisition of Securities by the Subsidiary Guarantor or any Subsidiary
and to that end the holders of Senior Indebtedness of the Subsidiary Guarantor
shall be entitled to receive, for application to the payment thereof, any
payment or distribution of any kind or character, whether in cash, property or
securities, including any Junior Subordinated Payment, which may be payable or
deliverable in respect of the Subsidiary Guarantee in any such Proceeding.


 


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


 


For
purposes of this Article only, the words “any payment or distribution of
any kind or character, whether in cash, property or securities” shall not be
deemed to include shares of stock of the Subsidiary Guarantor as reorganized or
readjusted, or securities of the Subsidiary Guarantor or any other corporation
provided for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to 


 


71

















 


all
then outstanding Senior Indebtedness of the Subsidiary Guarantor to
substantially the same extent as any Subsidiary Guarantee is so subordinated as
provided in this Article.  The
consolidation of the Subsidiary Guarantor with, or the merger of the Subsidiary
Guarantor into, another Person or the liquidation or dissolution of the
Subsidiary Guarantor following the sale of all of its properties and assets or
of its properties and assets substantially as an entirety to another Person or
the liquidation or dissolution of the Subsidiary Guarantor following the sale
of all of its properties and assets or of its properties and assets
substantially as an entirety to another Person shall not be deemed a Proceeding
for the purposes of this Section if the Person formed by such
consolidation or into which the Subsidiary Guarantor is merged or the Person
which acquires by sale all such properties and assets or such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, or sale comply with any conditions set forth in any
applicable supplemental indenture.


 


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


 


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


 


72

















 


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


 


Section 1304.                                    No Payment
When Senior Indebtedness of Subsidiary Guarantor in Default.


 


(a) In the event and during the
continuation of any default in the payment of principal of (or premium, if any)
or interest on any Senior Indebtedness of the Subsidiary Guarantor, or in the
event that any event of default with respect to any Senior Indebtedness of the
Subsidiary Guarantor shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or such event of default,
then no payment or distribution of any kind or character, whether in cash,
properties or securities (including any Junior Subordinated Payment) shall be
made by the Subsidiary Guarantor on account of any payment pursuant to any
Subsidiary Guarantee or on account of the purchase or other acquisition of
Securities by the Subsidiary Guarantor or any Subsidiary; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking
fund payment in accordance with this Indenture or as otherwise specified as
contemplated by Section 301 for the Securities of any series by delivering
and crediting pursuant to Section 1302 or as otherwise specified as
contemplated by Section 301 for the Securities of any series Securities
which have been acquired (upon redemption or otherwise) prior to such default
in payment or event of default.


 


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


 


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


 


Section 1305.                                    Payment
Permitted If No Default. 
Nothing contained in this Article or elsewhere in this Indenture or
in any of the Securities or any Subsidiary Guarantee shall prevent (a) the
Subsidiary Guarantor, at any time except during the pendency of any Proceeding
referred to in Section 1302 or under the conditions described 


 


73

















 


in Sections 1303 and 1304, from making
payments at any time pursuant to any Subsidiary Guarantee, or (b) the
application by the Trustee of any money or Government Obligations deposited
with it hereunder to the payment of or on account of any payment pursuant to
any Subsidiary Guarantee or the retention of such payment by the Holders, if,
at least three Business Days prior to the time of such application by the
Trustee, a Responsible Officer of the Trustee did not receive written notice
from the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary
Guarantor (or any trustee, agent or representative therefor) that such payment
would have been prohibited by the provisions of this Article.  Notwithstanding anything herein to the
contrary, money or Government Obligations held in trust pursuant to Section 402
or 1405 shall not be subject to the claims of the holders of Senior
Indebtedness of the Subsidiary Guarantor under this Article Thirteen.


 


Section 1306.                                    Subrogation
to Rights of Holders of Senior Indebtedness of the Subsidiary Guarantor.  Subject to the payment in full of all Senior
Indebtedness of the Subsidiary Guarantor, or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders
of such Senior Indebtedness, the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article (equally
and ratably with the holders of all indebtedness of the Subsidiary Guarantor
which by its express terms is subordinated to Senior Indebtedness of the
Subsidiary Guarantor to substantially the same extent as the Subsidiary
Guarantee is subordinated to such Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to
holders of such Senior Indebtedness) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to such Senior Indebtedness until all payments due
pursuant to the Subsidiary Guarantee shall be paid in full.  For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of the Subsidiary Guarantor of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Indebtedness of the Subsidiary
Guarantor by Holders of the Securities or the Trustee, shall, as among the
Subsidiary Guarantor, its creditors other than holders of its Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Subsidiary Guarantor to or on account of its Senior
Indebtedness.


 


Section 1307.                                    Provisions
Solely to Define Relative Rights. 
The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness of the Subsidiary Guarantor on
the other hand.  Nothing contained in
this Article or elsewhere in this Indenture or in the Securities or in any
Subsidiary Guarantee is intended to or shall (a) impair, as between
the Subsidiary Guarantor and the Holders of the Securities, the obligations of
the Subsidiary Guarantor, which are absolute and unconditional, to pay to 


 


74

















 


the Holders of the Securities any payment
pursuant to any Subsidiary Guarantee as and when the same shall become due and
payable in accordance with its terms; or (b) affect the relative
rights against the Subsidiary Guarantor of the Holders of the Securities and
creditors of the Subsidiary Guarantor other than their rights in relation to
the holders of Senior Indebtedness of the Subsidiary Guarantor; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture or any
Subsidiary Guarantee including, without limitation, filing and voting claims in
any Proceeding, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness of the Subsidiary Guarantor to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


 


Section 1308.                                    Trustee to
Effectuate Subordination. 
Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her
attorney-in-fact for any and all such purposes.


 


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


 


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


 


75

















 


affected by any notice to the contrary which
may be received by it within three Business Days prior to such date.


 


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


 


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


 


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


 


76

















 


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


 


Nothing in this Article shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 607 or the second
to last paragraphs of Sections 401 and 1405.


 


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


 


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


 


ARTICLE FOURTEEN



Defeasance
and Covenant Defeasance


 


Section 1401.                                    Company’s
Option to Effect Defeasance or Covenant Defeasance.  The Company may elect, at its option at any
time, to have Section 1402 or Section 1403 applied to any Securities
upon compliance with the conditions set forth below in this Article.  Any such election shall be evidenced by a
Board Resolution.


 


Section 1402.                                    Defeasance
and Discharge. 
Upon the Company’s exercise of its option (if any) to have this Section applied
to any Securities, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as 


 


77

















 


provided in this Section on and after
the date the conditions set forth in Section 1404 are satisfied
(hereinafter called “Defeasance”).  For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company and upon Company Request, shall execute proper
instruments acknowledging the same), subject to the following, which shall
survive until otherwise terminated or discharged hereunder:


 


(1)                             the
Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003;


 


(2)                             the
rights, powers, trusts, duties and immunities of the Trustee hereunder; and


 


(3)                             this
Article.


 


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


 


Section 1403.                                    Covenant
Defeasance. 
Upon the Company’s exercise of its option (if any) to have this Section applied
to any Securities the Company shall be released from its obligations under Section 801
and Section 1005 and any covenants provided pursuant to 901(6) for
the benefit of the Holders of such Securities as provided in this Section on
and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter called “Covenant Defeasance”). 
For this purpose, such Covenant Defeasance means that, with respect to
such Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified Section, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected
thereby.


 


Notwithstanding any Covenant Defeasance with respect
to Section 801, any Person that would otherwise have been required to
assume the obligations of the Company pursuant to said Section shall be
required, as a condition to any merger, consolidation, conveyance, transfer or
lease contemplated thereby, to assume the obligations of the Company to the
Trustee under Sections 401, 607 and 1405.


 


Section 1404.                                    Conditions
to Defeasance or Covenant Defeasance.  The following shall be the conditions to the
application of Section 1402 or Section 1403 to any Securities:


 


78














 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (i) money, or (ii) Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money, or (iii) a
combination thereof, in each case in an amount sufficient to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
such Securities due on or before the respective Stated Maturities or the
Redemption Date, in accordance with the terms of this Indenture and such
Securities; provided that the Trustee shall have the right (but not the
obligation) to require the Company to deliver to the Trustee an opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification, or other evidence satisfactory to the Trustee, as to the
sufficiency of deposits made by the Company pursuant to this Section.


 


(2)           In the event of an
election to have Section 1402 apply to any Securities, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date of this instrument, there
has been a change in the applicable Federal income tax law, in the case of
either (i) or (ii) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.


 


(3)           In the event of an
election to have Section 1403 apply to any Securities, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur.


 


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


 


79

















 


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


 


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


 


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


 


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


 


Section 1405.              Deposited
Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (including
the proceeds thereof and the interest thereon) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section and Section 1406,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1404 in respect of any Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or
Government Obligations held by it as provided in Section 1404 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee or in the opinion of such other Persons delivered to
the Trustee as shall be reasonably satisfactory 


 


80

















 


to the
Trustee (which may be the same opinion delivered to the Trustee under Section 1404(1)),
are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.


 


Section 1406.            Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 1402 or 1403
shall be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section 1405
with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


 


Section 1407.            Qualifying
Trustee.  Any trustee
appointed pursuant to Section 1404 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement
in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for
herein to the related Defeasance or Covenant Defeasance have been complied
with.  In no event shall the Trustee be
liable for any acts or omissions of said trustee.


 


*                *                *


 


81

















 


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


 


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


 


	
   

  	
  PRINCIPAL FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL FINANCIAL SERVICES, 

  INC., as guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


82