Exhibit
4.2


 


EXECUTION COPY


 


 


GE FINANCIAL ASSURANCE HOLDINGS, INC.


 


 


THE CHASE MANHATTAN BANK, Trustee


 


Indenture


 


 


Dated as of June 26, 2001


 

















 


TABLE OF CONTENTS(1/)


 


	
  ARTICLE ONE DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section
  1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO DESCRIPTION, EXECUTION,
  REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  2.01.

  	
  Forms

  	
   

  
	
  Section
  2.02.

  	
  Amount Unlimited; Issuable in Series

  	
   

  
	
  Section
  2.03.

  	
  Authentication

  	
   

  
	
  Section
  2.04.

  	
  Date and Denomination of Securities

  	
   

  
	
  Section
  2.05.

  	
  Execution of Securities

  	
   

  
	
  Section
  2.06.

  	
  Exchange and Registration of Transfer of
  Securities

  	
   

  
	
  Section
  2.07.

  	
  Mutilated, Destroyed, Lost or Stolen
  Securities

  	
   

  
	
  Section
  2.08.

  	
  Temporary Securities

  	
   

  
	
  Section
  2.09.

  	
  Cancellation of Securities Paid, etc

  	
   

  
	
  Section
  2.10.

  	
  Computation of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE REDEMPTION OF SECURITIES;
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  3.01.

  	
  Applicability of Article

  	
   

  
	
  Section
  3.02.

  	
  Notice of Redemption; Selection of
  Securities

  	
   

  
	
  Section
  3.03.

  	
  Payment of Securities Called for
  Redemption

  	
   

  
	
  Section
  3.04.

  	
  Satisfaction of Mandatory Sinking Fund
  Payments with Securities

  	
   

  
	
  Section
  3.05.

  	
  Redemption of Securities for Sinking Fund

  	
   

  
	
  Section
  3.06.

  	
  Repayment at the Option of the Holder

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR PARTICULAR COVENANTS OF THE
  COMPANY

  	
   

  
	
   

  	
   

  
	
  Section
  4.01.

  	
  Payment of Principal, Premium and
  Interest

  	
   

  
	
  Section
  4.02.

  	
  Offices for Notices and Payments, etc

  	
   

  
	
  Section
  4.03.

  	
  Appointments to Fill Vacancies in Trustee’s
  Office

  	
   

  
	
  Section
  4.04.

  	
  Provision as to Paying Agent

  	
   

  
	
  Section
  4.05.

  	
  Statement as to Compliance

  	
   

  
	
  Section
  4.06.

  	
  Additional Amounts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE SECURITYHOLDER LISTS AND
  REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.01.

  	
  Securityholder Lists

  	
   

  
	
  Section
  5.02.

  	
  Reports by the Company

  	
   

  
	
  Section
  5.03.

  	
  Reports by the Trustee

  	
   

  



 












(1/) - This table of contents shall not, for
any purpose, be deemed to be a part of this Indenture.


 

















 


	
  ARTICLE SIX REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  6.01.

  	
  Events of Default

  	
   

  
	
  Section 6.02.

  	
  Payment of Securities on Default; Suit
  Therefor

  	
   

  
	
  Section
  6.03.

  	
  Application of Moneys Collected by
  Trustee

  	
   

  
	
  Section
  6.04.

  	
  Proceedings by Securityholders

  	
   

  
	
  Section
  6.05.

  	
  Proceedings by Trustee

  	
   

  
	
  Section
  6.06.

  	
  Remedies Cumulative and Continuing

  	
   

  
	
  Section
  6.07.

  	
  Direction of Proceedings and Waiver of
  Defaults by Securityholders

  	
   

  
	
  Section
  6.08.

  	
  Notice of Defaults

  	
   

  
	
  Section
  6.09.

  	
  Undertaking to Pay Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.01.

  	
  Duties and Responsibilities of Trustee

  	
   

  
	
  Section
  7.02.

  	
  Reliance on Documents, Opinions, etc

  	
   

  
	
  Section
  7.03.

  	
  No Responsibility for Recitals, etc

  	
   

  
	
  Section
  7.04.

  	
  Ownership of Securities

  	
   

  
	
  Section
  7.05.

  	
  Moneys to be Held in Trust

  	
   

  
	
  Section
  7.06.

  	
  Compensation and Expenses of Trustee

  	
   

  
	
  Section
  7.07.

  	
  Officers’ Certificate as Evidence

  	
   

  
	
  Section
  7.08.

  	
  Indentures Not Creating Potential
  Conflicting Interests for the Trustee

  	
   

  
	
  Section
  7.09.

  	
  Eligibility of Trustee

  	
   

  
	
  Section
  7.10.

  	
  Resignation or Removal of Trustee

  	
   

  
	
  Section
  7.11.

  	
  Acceptance by Successor Trustee

  	
   

  
	
  Section
  7.12.

  	
  Succession by Merger, etc

  	
   

  
	
  Section
  7.13.

  	
  Other Matters Concerning the Trustee

  	
   

  
	
  Section
  7.14.

  	
  Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT CONCERNING THE
  SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.01.

  	
  Action by Securityholders

  	
   

  
	
  Section
  8.02.

  	
  Proof of Execution by Securityholders

  	
   

  
	
  Section
  8.03.

  	
  Who Are Deemed Absolute Owners

  	
   

  
	
  Section
  8.04.

  	
  Company-Owned Securities Disregarded

  	
   

  
	
  Section
  8.05.

  	
  Revocation of Consents; Future Holders
  Bound

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section
  9.01.

  	
  Purposes of Meetings

  	
   

  
	
  Section
  9.02.

  	
  Call of Meetings by Trustee

  	
   

  
	
  Section
  9.03.

  	
  Call of Meetings by Company or
  Securityholders

  	
   

  
	
  Section
  9.04.

  	
  Qualifications for Voting

  	
   

  
	
  Section
  9.05.

  	
  Quorum; Adjourned Meetings

  	
   

  
	
  Section
  9.06.

  	
  Regulations

  	
   

  
	
  Section
  9.07.

  	
  Voting

  	
   

  
	
  Section
  9.08.

  	
  No Delay of Rights by Meeting

  	
   

  



 

















 


	
  ARTICLE TEN SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section
  10.01.

  	
  Supplemental Indentures without Consent
  of Securityholders

  	
   

  
	
  Section
  10.02.

  	
  Supplemental Indentures with Consent of
  Securityholders

  	
   

  
	
  Section
  10.03.

  	
  Compliance with Trust Indenture Act;
  Effect of Supplemental Indentures

  	
   

  
	
  Section
  10.04.

  	
  Notation on Securities

  	
   

  
	
  Section
  10.05.

  	
  Evidence of Compliance of Supplemental
  Indenture to be Furnished Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN CONSOLIDATION, MERGER,
  SALE OR CONVEYANCE

  	
   

  
	
   

  	
   

  
	
  Section
  11.01.

  	
  Company May Not Consolidate, etc., Except
  Under Certain Conditions

  	
   

  
	
  Section
  11.02.

  	
  Successor Corporation or Limited
  Liability Company to be Substituted

  	
   

  
	
  Section
  11.03.

  	
  Documents to be Given Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE SATISFACTION AND
  DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section
  12.01.

  	
  Discharge of Indenture

  	
   

  
	
  Section
  12.02.

  	
  Legal Defeasance

  	
   

  
	
  Section
  12.03.

  	
  Covenant Defeasance

  	
   

  
	
  Section
  12.04.

  	
  Deposited Moneys to be Held in Trust by
  Trustee; Miscellaneous Provisions

  	
   

  
	
  Section
  12.05.

  	
  Paying Agent to Repay Moneys Held

  	
   

  
	
  Section
  12.06.

  	
  Return of Unclaimed Moneys

  	
   

  
	
  Section
  12.07.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  13.01.

  	
  Indenture and Securities Solely Corporate
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section
  14.01.

  	
  Provisions Binding on Company’s
  Successors

  	
   

  
	
  Section
  14.02.

  	
  Official Acts by Successor Corporation

  	
   

  
	
  Section
  14.03.

  	
  Addresses for Notices, Notice of Holders,
  Waiver

  	
   

  
	
  Section
  14.04.

  	
  New York Contract

  	
   

  
	
  Section
  14.05.

  	
  Evidence of Compliance with Conditions
  Precedent

  	
   

  
	
  Section
  14.06.

  	
  Legal Holidays

  	
   

  
	
  Section
  14.07.

  	
  Securities in a Specified Currency other
  than Dollars

  	
   

  
	
  Section
  14.08.

  	
  Trust Indenture Act to Control

  	
   

  
	
  Section
  14.09.

  	
  Table of Contents, Headings, etc

  	
   

  
	
  Section
  14.10.

  	
  Execution in Counterparts

  	
   

  
	
  Section
  14.11.

  	
  Separability; Benefits

  	
   

  



 

















 


THIS
INDENTURE, dated as of June 26, 2001 between GE Financial Assurance Holdings,
Inc., a Delaware corporation (the “Company”), and The Chase Manhattan Bank, a
banking corporation duly organized and existing under the laws of the State of
New York (the “Trustee”),


 


WITNESSETH:


 


WHEREAS,
the Company has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the “Securities”) up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture
and to provide, among other things, for the authentication, delivery and administration
thereof, the Company has duly authorized the execution and delivery of this
Indenture; and


 


WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement
according to its terms have been done;


 


NOW,
THEREFORE:


 


In
consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:


 


ARTICLE
ONE


 


DEFINITIONS


 


Section 1.01.  
Definitions. The
terms defined in this Section 1.01 (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture shall have the respective meanings specified in this Section 1.01.
All other terms used in this Indenture which are defined in the Trust Indenture
Act of 1939, as amended, or which are by reference therein defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of this Indenture as originally executed. The words
“herein,” “hereof,” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision.


 


Authenticating Agent:


 


The
term “Authenticating Agent” means any Person authorized by the Trustee pursuant
to Section 7.14 to act on behalf of the Trustee to authenticate Securities.


 


Board of Directors:


 


The
term “Board of Directors” shall mean the Board of Directors of the Company or
any Committee of such Board or specified officers and employees of the Company to
which the powers of such Board have been lawfully delegated.


 

















 


Company:


 


The
term “Company” shall mean GE Financial Assurance Holdings, Inc., a Delaware
corporation, until any successor corporation or limited liability company shall
have become such pursuant to the provisions of Article Eleven, and thereafter
“Company” shall mean such successor, except as otherwise provided in Section
11.02.


 


Dollar:


 


The
term “Dollar” shall mean the coin or 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:


 


The
term “Event of Default” shall have the meaning specified in Section 6.01.


 


Indenture:


 


The
term “Indenture” shall mean this instrument as originally executed or as it may
be amended or supplemented from time to time as herein provided, and shall
include the form and terms of particular series of Securities established as
contemplated hereunder.


 


Interest:


 


The
term “interest,” when used with respect to a non-interest bearing Security,
means interest payable after the principal thereof has become due and payable
whether at maturity, by declaration of acceleration, by call for redemption,
pursuant to a sinking fund, or otherwise.


 


Officers’ Certificate:


 


The
term “Officers’ Certificate” shall mean a certificate signed by the President,
the Chairman or any Vice Chairman of the Board or any Vice President and by the
Treasurer or any Assistant Treasurer, the Comptroller or the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939
and include the statements provided for in Section 14.05 if and to the extent
required by the provisions of such Section.


 


Opinion of Counsel:


 


The
term “Opinion of Counsel” shall mean an opinion in writing signed by legal
counsel, who may be an employee of or of counsel to the Company, or may be
other counsel satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 14.05 if and to the extent required by the provisions
of such Section.


 


Original Issue Discount Security:


 


The
term “Original Issue Discount Security” shall mean 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 6.01.


 


2

















 


Overdue Rate:


 


The
term “Overdue Rate” with respect to each series of Securities shall mean the
rate of interest designated as such in the resolution of the Board of Directors
or the supplemental indenture, as the case may be, relating to such series as
contemplated by Section 2.02, or if no such rate is specified, the rate at
which such Securities shall bear interest.


 


Person:


 


The
term “Person” shall mean any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


Principal Office of the Trustee:


 


The
term “principal office of the Trustee,” or other similar term, shall mean the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered.


 


Responsible Officer:


 


The
term “Responsible Officer” when used with respect to the Trustee shall mean the
chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the
president, any executive vice president, any senior vice president, any vice
president, any second vice president, any assistant vice president, the
cashier, any assistant cashier, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer, any assistant trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


Security or Securities; Outstanding:


 


The
terms “Security” or “Securities” shall mean any Security or Securities, as the
case may be, authenticated and delivered under this Indenture.


 


The
term “Outstanding,” when used with reference to Securities, shall, subject to
the provisions of Section 8.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except


 


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


 


(b)           Securities, or
portions thereof, for the payment or redemption of which moneys in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Company) or shall have been set aside and segregated in
trust by the Company (if the Company shall act as its own paying agent),
provided that if such Securities are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been mailed as in Article Three
provided, or provision satisfactory to the Trustee shall have been made for
mailing such notice;


 


3

















 


(c)           Securities as to
which defeasance has been effected pursuant to section 12.02; and


 


(d)           Securities in lieu
of or in substitution for which other Securities shall have been authenticated
and delivered, or which shall have been paid, pursuant to the terms of Section
2.07, unless proof satisfactory to the Trustee is presented that any such
Securities are held by persons in whose hands any of such Securities is a
valid, binding and legal obligation of the Company.


 


In determining whether the holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01.


 


Securityholder:


 


The
term “Securityholder,” “holder of Securities,” or other similar terms, shall
mean any person in whose name at the time a particular Security is registered
on the books of the Company kept for that purpose in accordance with the terms
hereof.


 


Specified Currency:


 


The
term “Specified Currency” shall mean the currency in which a Security is
denominated, which may include Dollars, any foreign currency or any composite
of two or more currencies.


 


Trust Indenture Act of 1939:


 


The
term “Trust Indenture Act of 1939” shall mean the Trust Indenture Act of 1939
as it was in force at the date of execution of this Indenture, except as
provided in Section 10.03.


 


Trustee:


 


The
term “Trustee” shall mean the corporation or association named as Trustee in
this Indenture and, subject to the provisions of Article Seven hereof, shall
also include its successors and assigns as Trustee hereunder. If pursuant to
the provisions of this Indenture there shall be at any time more than one
Trustee hereunder, the term “Trustee” as used with respect to Securities of any
series shall mean the Trustee with respect to Securities of that series.


 


U.S. Government Obligations:


 


The
term “U.S. Government Obligations” shall have the meaning specified in Section
12.02.


 


4

















 


ARTICLE
TWO


 


DESCRIPTION,
EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES.


 


Section 2.01.  
Forms.  (a) The Securities of each series shall be
in substantially such form as shall be established by or pursuant to a
resolution of the Board of Directors or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such legends or endorsements placed thereon as the officers executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities of such series may be listed, or to conform to usage.


 


(b)     The resolutions adopted by
the Board of Directors establishing the form and terms of the Securities of any
series pursuant to Sections 2.01 and 2.02, respectively, of this Indenture, may
provide for issuance of the Securities in global form. If Securities of a
series are so authorized to be issued in global form, any such global Security
may provide that it shall represent that aggregate amount of Securities from
time to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount or changes in the rights of
holders of Securities represented thereby, shall be made in such manner and by
such person or persons as shall be specified therein.


 


(c)     The Trustee’s Certificate
of Authentication on all Securities shall be in substantially the following
form:


 


“This
is one of the Securities of the series designated therein described in the
within-mentioned Indenture.


 


 


	
   

  	
  The
  Chase Manhattan Bank, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


Section 2.02.  
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in
or pursuant to a resolution of the Board of Directors or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series:


 


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


 


5

















 


(2)           any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.06,
2.07, 2.08, 3.03, 3.06 or 10.04);


 


(3)           the date or dates on
which the principal and premium, if any, of the Securities of the series is
payable;


 


(4)           the rate or rates,
or the method of determination thereof, at which the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable and,
if other than as set forth in Section 2.04, the record dates for the
determination of holders to whom interest is payable;


 


(5)           in addition to the
office or agency of the Company in the Borough of Manhattan, The City of New
York required to be maintained pursuant to Section 4.02, any other place or
places where the principal of, and premium, if any, and any interest on
Securities of the series shall be payable;


 


(6)           the Specified
Currency of the Securities of the series;


 


(7)           the currency or
currencies in which payments on the Securities of the series are payable, if
other than the Specified Currency;


 


(8)           the price or prices
at which, the period or periods within which and the terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the
option of the Company, pursuant to any sinking fund or otherwise;


 


(9)           the obligation, if
any, of the Company to redeem, purchase or repay Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a
holder thereof and the price at which or process by which and the period or
periods within which and the terms and conditions upon which Securities of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation;


 


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


 


(11)         if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01;


 


(12)         if the principal of
or interest on the Securities of the series are to be payable, at the election
of the Company or a holder thereof, in a coin or currency other than the
Specified Currency, the period or periods within which, and the terms and
conditions upon which, such election may be made;


 


(13)         if the amount of
payments of principal of and interest on the Securities of the series may be
determined with reference to an index based on a coin or currency other than
the Specified Currency, the manner in which such amounts shall be determined;


 


6

















 


(14)         any Events of Default
with respect to the Securities of the series, if not set forth herein;


 


(15)         if other than the
rate of interest stated in the title of the Securities of the series, the
applicable Overdue Rate;


 


(16)         in the case of any
series of non-interest bearing Securities, the applicable dates for purposes of
clause (a) of Section 5.01;


 


(17)         if other than The
Chase Manhattan Bank is to act as Trustee for the Securities of the series, the
name and Principal Office of such Trustee;


 


(18)         if either or both of
Sections 12.02 and 12.03 do not apply to any Securities of the series;


 


(19)         any addition to the
covenants set forth in Article Four which applies to Securities of the series
and whether any such covenant shall be subject to covenant defeasance under
Section 12.03; and


 


(20)         any other terms of
the series (which terms shall not be inconsistent with the provisions of this
Indenture).


 


All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto.


 


Section 2.03.  
Authentication. At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication. Except as otherwise provided in this
Article Two, the Trustee shall thereupon authenticate and deliver said
Securities to or upon the written order of the Company, signed by its
President, its Chairman or any Vice Chairman of the Board or one of its Vice
Presidents and by its Treasurer, its Controller or its Secretary. 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 7.01) shall be fully protected in
relying upon:


 


(1)           a copy of any
resolution or resolutions of the Board of Directors relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary
of the Company;


 


(2)           an executed
supplemental indenture, if any, relating thereto;


 


(3)           an Officers’
Certificate prepared in accordance with Section 14.05 which shall also state to
the best knowledge of the signers of such Certificate that no Event of Default
with respect to any series of Securities shall have occurred and be continuing;
and


 


(4)           an Opinion of
Counsel prepared in accordance with Section 14.05 which shall also state


 


7

















 


(a)             that
the form of such Securities has been established by or pursuant to a resolution
of the Board of Directors or by a supplemental indenture as permitted by
Section 2.01 in conformity with the provisions of this Indenture;


 


(b)            that
the terms of such Securities have been established by or pursuant to a
resolution of the Board of Directors or by a supplemental indenture as
permitted by Section 2.02 in conformity with the provisions of this Indenture;


 


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


 


(d)            that
the Company has the corporate power to issue such Securities, and has duly
taken all necessary corporate action with respect to such issuance;


 


(e)             that
the issuance of such Securities will not contravene the organizational
certificate or by-laws of the Company or result in any violation of any of the
terms or provisions of any law or regulation or of any indenture, mortgage or
other agreement known to such Counsel by which the Company or any of its
Subsidiaries is bound; and


 


(f)             that
all laws and requirements in respect of the execution and delivery by the
Company of such Securities and the related supplemental indenture, if any, have
been complied with and that authentication and delivery of such Securities and
the execution and delivery of the related supplemental indenture, if any, by
the Trustee will not violate the terms of this Indenture.


 


The
Trustee shall have the right to decline to authenticate and deliver or cause to
be authenticated and delivered any Securities under this Section 2.03 if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or vice
presidents shall determine that such action would expose the Trustee to
personal liability to existing Securityholders.


 


Section 2.04.  
Date and Denomination of Securities. The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such specification with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any multiple of $1,000. Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may
determine with the approval of the Trustee.


 


Every
Security shall be dated the date of its authentication.


 


The
person in whose name any Security of a particular series is registered at the
close of business on any record date (as hereinafter defined) with respect to
any interest payment date for such series shall be entitled to receive the
interest payable on such interest payment date


 


8

















 


notwithstanding the cancellation of such Security upon any registration
of transfer or exchange subsequent to the record date and prior to such
interest payment date; provided,  however, that if and to the
extent that the Company shall default in the payment of the interest due on
such interest payment date, such defaulted interest shall be paid to the
persons in whose names Outstanding Securities of such series are registered on
a subsequent record date established by notice given by mail by or on behalf of
the Company to the holders of such Securities not less than 15 days preceding
such subsequent record date, such record date to be not less than five days
preceding the date of payment of such defaulted interest. Except as otherwise
specified as contemplated by Section 2.02 for Securities of a particular
series, the term “record date” as used in this Section 2.04 with respect to any
regular interest payment date, shall mean, the last day of the calendar month
preceding such interest payment date if such interest payment date is the
fifteenth day of such calendar month, and shall mean the fifteenth day of the
calendar month preceding such interest payment date if such interest payment
date is the first day of a calendar month, whether or not such day shall be a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close or remain closed.


 


Interest
on the Securities may at the option of the Company be paid by check mailed to
the persons entitled thereto at their respective addresses as such appear on
the registry books of the Company.


 


Section 2.05.  
Execution of Securities.
The Securities shall be signed in the name and on behalf of the Company by the
manual or facsimile signature of its President, its Chairman of the Board or
Chief Financial Officer and its Treasurer or Assistant Treasurer, its Secretary
or Assistant Secretary, under its corporate seal (which may be printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form herein recited, executed by the Trustee by the manual signature of
an authorized officer, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.


 


In
case any officer of the Company who shall have signed any of the Securities
shall cease to be such officer before the Securities so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Securities nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Securities had not ceased to be such officer
of the Company; and any Security may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such an officer.


 


Section 2.06.  
Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged shall be surrendered, at
the option of the holders thereof, either at the office or agency designated
and maintained by the Company for such purpose in the Borough of Manhattan, The
City of New York, in accordance with the provisions of Section 4.02 or at any
of such other offices or agencies as may be designated and maintained by the
Company for such purpose in accordance with the provisions of Section 4.02, and
the Company shall execute and register and the Trustee shall authenticate and
deliver in


 


9

















 


exchange therefor the Security or Securities which the Securityholder
making the exchange shall be entitled to receive. Each person designated by the
Company pursuant to the provisions of Section 4.02 as a person authorized to
register and register transfer of the Securities is sometimes herein referred
to as a “Security registrar”,


 


The
Company shall keep, at each such office or agency, a register for each series
of Securities issued hereunder (the registers of all Security registrars being
herein sometimes collectively referred to as the “Security register” or the
“registry books of the Company”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Securities and
shall register the transfer of Securities as in this Article Two provided. The
Security register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times the Security registrar shall be open for inspection by the Trustee and
any Security registrar other than the Trustee. Upon due presentment for
registration or registration of transfer of any Security of any series at any
designated office or agency, the Company shall execute and register and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount. Registration or registration of transfer of any
Security by any Security registrar in the registry books of the Company
maintained by such Security registrar, and delivery of such Security, duly
authenticated, shall be deemed to complete the registration or registration of
transfer of such Security.


 


The
Company will at all times designate one person (who may be the Company and who
need not be a Security registrar) to act as repository of a master list of
names and addresses of the holders of the Securities. The Company shall act as
such repository unless and until some other person is, by written notice from
the Company to the Trustee and each Security registrar, designated by the
Company to act as such. The Company shall cause each Security registrar to
furnish to such repository, on a current basis, such information as to all
registrations of transfer and exchanges effected by such registrar, as may be
necessary to enable such repository to maintain such master list on as current
a basis as is practicable.


 


No
person shall at any time be designated as or act as a Security registrar unless
such person is at such time empowered under applicable law to act as such under
and to the extent required by applicable law and regulations.


 


All
Securities presented for registration of transfer or for exchange, redemption
or payment shall (if so required by the Company or the Trustee) be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange in form satisfactory to the Company and the Trustee duly
executed by, the holder or his attorney duly authorized in writing.


 


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


 


The
Company shall not be required to exchange or register a transfer of (a) any
Securities of any series for the period of 15 days next preceding the selection
of Securities of that series to be redeemed and thereafter until the date of
the mailing of a notice of redemption of Securities of that series selected for
redemption, or (b) any Securities selected, called or being called for


 


10

















 


redemption in whole or in part except, in the case of any Security to
be redeemed in part, the portion thereof not so to be redeemed.


 


Section 2.07.  
Mutilated, Destroyed, Lost or Stolen Securities. In case any temporary or definitive
Security shall become mutilated or be destroyed, lost or stolen, the Company in
the case of a mutilated Security shall, and in the case of a lost, stolen or
destroyed Security may in its discretion, execute and, upon the written request
or authorization of any officer of the Company, the Trustee shall authenticate
and deliver, a new Security of the same series, bearing a number not
contemporaneously Outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and the ownership thereof.


 


Upon
the issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith.  In case any Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the Company and to
the Trustee such security or indemnity as may be required by them to save each
of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and the Trustee of the destruction, loss or theft
of such Security and the ownership thereof.


 


Every
substituted Security issued pursuant to the provisions of this Section 2.07 by
virtue of the fact that any Security is destroyed, lost or stolen shall
constitute art additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities and shall preclude (to the
extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


 


Section 2.08.  
Temporary Securities.
Pending the preparation of definitive Securities of any series the Company may
execute and the Trustee shall authenticate and deliver temporary Securities
(printed, lithographed or typewritten). Temporary Securities shall be issuable
in any authorized denomination and substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company. Every such temporary Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities in lieu of
which they are issued. Without unreasonable delay the Company will execute and
deliver to the Trustee definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor, at the option of the holders thereof, either at the office or agency
to be designated and maintained by the Company for such purpose in the Borough
of


 


11

















 


Manhattan, The City of New York, in accordance with the provisions of
Section 4.02 or at any of such other offices or agencies as may be designated
and maintained by the Company for such purpose in accordance with the
provisions of Section 4.02, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of the same series. Such exchange shall be made by the
Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.


 


Section 2.09.  
Cancellation of Securities Paid, etc. All Securities surrendered for the purpose of payment, redemption,
repayment, exchange or registration of transfer or for credit against any
sinking fund shall, if surrendered to the Company, any Security registrar, any
paying agent or any other agent of the Company or of the Trustee, be delivered
to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee,
shall be promptly cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee may dispose of cancelled Securities in accordance with
its customary procedures and deliver a certificate of such disposition to the
Company or, at the written request of the Company, shall deliver cancelled
Securities to the Company. If the Company shall acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.


 


Section 2.10.  
Computation of Interest.
Except as otherwise specified as contemplated by Section 2.02 for Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


ARTICLE
THREE


 


REDEMPTION OF SECURITIES; SINKING FUNDS


 


Section 3.01.  
Applicability of Article.
The provisions of this Article shall be applicable, as the case may be, (i) to
the Securities of any series which are redeemable before their maturity and
(ii) to any sinking fund for the retirement of Securities of any series, in
either case except as otherwise specified as contemplated by Section 2.02 for
Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”.


 


Section 3.02.  
Notice of Redemption; Selection of Securities. In case the Company shall desire to
exercise any right to redeem all, or, as the case may be, any part of, the
Securities of any series in accordance with their terms, it shall fix a date
for redemption and shall mail a notice of such redemption at least 30 and not
more than 60 days prior to the date fixed for redemption to the holders of
Securities of such series so to be redeemed as a whole or in part at their last
addresses as the same appear on the registry books of the Company and to the
Trustee, except as the resolutions adopted by the Board of Directors to
establish the terms of any series of Securities may otherwise provide. Such
mailing shall be by first class mail. The notice if mailed


 


12

















 


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,
failure to give such notice by mail or any defect in the notice to the holder
of any Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
other Security of such series.


 


Each
such notice of redemption shall specify the date fixed for redemption, the
redemption price at which the Securities of such series are to be redeemed (or
if not then ascertainable, the manner of calculation thereof), the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, and that on and after said date any
interest thereon or on the portions thereof to be redeemed will cease to
accrue. Where the redemption price is not ascertainable at the time the notice
of redemption is given as aforesaid, the Company shall notify the Trustee of said
redemption price promptly after the calculation thereof.   If less than all the Securities of a series
are to be redeemed the notice of redemption shall specify the number or numbers
of the Securities of that series to be redeemed. In case any Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of that series in principal amount equal to the
unredeemed portion thereof will be issued.


 


Prior
to the redemption date specified in the notice of redemption given as provided
in this Section 3.02, the Company will deposit with the Trustee or with one or
more paying agents (or if the Company is acting as its own paying agent will
segregate and hold in trust as provided in Section 4.04) an amount of money
sufficient to redeem on the redemption date all the Securities or portions
thereof so called for redemption, together with accrued interest to the date
fixed for redemption. If less than all the Securities of a series are to be
redeemed the Company will give the Trustee notice not less than 60 days prior
to the redemption date as to the aggregate principal amount of Securities of
such series to be redeemed and the Trustee shall select or cause to be
selected, in such manner as in its sole discretion it shall deem appropriate
and fair, the Securities of that series or portions thereof to be redeemed.
Securities of a series may be redeemed in part only in multiples of the
smallest authorized denomination of that series.


 


Section 3.03.  
Payment of Securities Called for Redemption. If notice of redemption has been given as
provided in Section 3.02 or Section 3.05, the Securities or portions of
Securities of the series with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price, together with any interest accrued
to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Securities or portions of such
Securities, together with any interest accrued to said date) any interest on
the Securities of such series or portions of Securities of such series so
called for redemption shall cease to accrue. On presentation and surrender of
such Securities at a place of payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any interest accrued
thereon to the date fixed for redemption; provided,  however, that
any semi-annual installment of interest becoming due on or prior to the date
fixed for redemption shall be payable to holders of such Securities registered
as such on the relevant record date according to their terms.


 


13

















 


Upon presentation of any Security redeemed in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unredeemed portion of the Security so presented.


 


Section 3.04.  
Satisfaction of Mandatory Sinking Fund Payments with Securities. In lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (a) deliver to the Trustee Securities of
that series theretofore purchased or otherwise acquired by the Company, or (b)
receive credit for the principal amount of Securities of that series which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.


 


Section 3.05.  
Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee a certificate signed by the Treasurer or any Assistant Treasurer of the
Company specifying the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any, which
is to be satisfied by payment of cash (which cash may be deposited with the
Trustee or with one or more paying agents, or if the Company is acting as its
own paying agent segregated and held in trust as provided in Section 4.04) and
the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.04 (which Securities,
if not theretofore delivered, will accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such series.
Such certificate shall be irrevocable and upon its delivery the Company shall
be obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the
Securities specified in this paragraph), the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 3.04 and without the right
to make any optional sinking fund payment, if any, with respect to such series.


 


Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made in cash which shall
equal or exceed $100,000 or the equivalent amount in the Specified Currency (if
other than Dollars) (or a less sum if the Company shall so request or
determine) with respect to the Securities of any particular series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
paying agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the next
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the redemption price specified in such Securities for
operation of the sinking fund together with accrued interest, if any, to the
date fixed for redemption. Any sinking fund moneys not so applied or allocated
by the Trustee (or by the Company if the Company is acting as its own paying
agent) to the


 


14

















 


redemption of Securities shall be added to the next cash sinking fund
payment received by the Trustee (or if the Company is acting as its own paying
agent, segregated and held in trust as provided in Section 4.04) for such
series and, together with such payment (or such amount so segregated), shall be
applied in accordance with the provisions of this Section 3.05. Any and all
sinking fund moneys with respect to the Securities of any particular series
held by the Trustee (or if the Company is acting as its own paying agent,
segregated and held in trust as provided in Section 4.04) on the last sinking
fund payment date with respect to Securities of such series and not held for
the payment or redemption of particular Securities of such series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
paying agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of that series at maturity.


 


The
Trustee shall select or cause to be selected the Securities to be redeemed upon
such sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Securities are being redeemed by operation
of the sinking fund. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.


 


On
or before each sinking fund payment date, the Company shall pay to the Trustee
in cash (or if the Company is acting as its own paying agent will segregate and
hold in trust as provided in Section 4.04) a sum equal to any interest accrued
to the date fixed for redemption of Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section.


 


Neither
the Trustee nor the Company shall redeem any Securities of a series with
sinking fund moneys or mail any notice of redemption of such Securities by
operation of the sinking fund for such series during the continuance of a
default in payment of interest, if any, on such Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Securities, except that if the notice of
redemption of any such Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is acting as its own paying agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of such Securities; provided,
however, that in case such default or Event of Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Securities on which such moneys may
be applied pursuant to the provisions of this Section.


 


Section 3.06.  
Repayment at the Option of the Holder. Any series of Securities may be made, by provision contained in or
established pursuant to a supplemental indenture or a resolution of the Board
of Directors pursuant to Section 2.02 hereof, subject to repayment, in whole or
in part, at the option of the holder on a date or dates specified prior to
maturity, at a price equal to 100% of the principal amount thereof, together
with accrued interest to the date of repayment, on such notice as may be
required, provided, however, that the holder of a Security may only elect
partial repayment in an amount that will result in the portion of such Security
that


 


15

















 


will remain Outstanding after such repayment constituting an authorized
denomination, or combination thereof, of such Securities.


 


ARTICLE
FOUR


 


PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01.  
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 or
cause to be paid the principal of, premium, if any, and interest, if any, on
each of the Securities of that series at the places, at the respective times
and in the manner provided in such Securities.


 


Section 4.02.  
Offices for Notices and Payments, etc. As long as any of the Securities of a series remain Outstanding, the
Company will designate and maintain in the Borough of Manhattan, The City of
New York, an office or agency where the Securities of that series may be
presented for payment, an office or agency where the Securities of that series
may be presented for registration of transfer and for exchange as in this
Indenture provided and an office or agency where notices and demands to or upon
the Company in respect of the Securities of that series or of this Indenture
may be served. In addition to such office or offices or agency or agencies, the
Company may from time to time designate and maintain one or more additional
offices or agencies within or outside the Borough of Manhattan, The City of New
York, where the Securities of that series may be presented for registration of
transfer or for exchange, and the Company may from time to time rescind such
designation, as it may deem desirable or expedient. The Company will give to
the Trustee written notice of the location of each such office or agency and of
any change of location thereof. In case the Company shall fail to maintain any
such office or agency in the Borough of Manhattan, The City of New York, or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
principal office of the Trustee.


 


The
Company hereby initially designates the office of the Trustee located at 450
West 33rd Street, New York, New York 10001 as the office or agency
of the Company in the Borough of Manhattan, The City of New York, where the
Securities of each series may be presented for payment, for registration of
transfer and for exchange as in this Indenture provided and where notices and
demands to or upon the Company in respect of the Securities of each series or
of this Indenture may be served. The Company designates the office of the
Company located at 6604 West Broad Street, Richmond, Virginia 23230 as
repository pursuant to Section 2.06 for the master list of the names and
addresses of the holders of the Securities of each series.


 


Section 4.03.  
Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 7.10, a successor trustee, so that there shall at all times be a
Trustee with respect to each series of Securities hereunder.


 


Section 4.04.  
Provision as to Paying Agent, (a) If the Company shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 4.04:


 


16

















 


(1)              that
it will hold all sums held by it as such agent for the payment of the principal
of, premium, if any, or interest, if any, on the Securities of such series
(whether such sums have been paid to it by the Company or by any other obligor
on the Securities of such series) in trust for the benefit of the holders of
the Securities of such series;


 


(2)              that
it will give the Trustee notice of any failure by the Company (or by any other
obligor on the Securities of such series) to make any payment of the principal
of, premium, if any, or interest, if any, on the Securities of such series when
the same shall be due and payable; and


 


(3)              that
at any time during the continuance of any failure by the Company (or by any
other obligor on the Securities of such series) specified in the preceding
paragraph (2), such payment agent will, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by it.


 


(b)            If the Company
shall act as its own paying agent with respect to the Securities of any series,
it will, on or before each due date of the principal of, premium, if any, or
interest, if any, on the Securities of such series, set aside, segregate and
hold in trust for the benefit of the holders of such Securities a sum
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due and will promptly notify the Trustee of any failure to take such
action and of any failure by the Company (or by any other obligor on the
Securities of such series) to make any payment of the principal of, premium, if
any, or interest, if any, on the Securities of such series when the same shall
become due and payable.


 


(c)             Anything in this
Section 4.04 to the contrary notwithstanding, the Company may, at any time, for
the purpose of obtaining a satisfaction and discharge of this Indenture, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
by it, or any paying agent hereunder, as required by this Section, such sums to
be held by the Trustee upon the trusts herein contained.


 


(d)            Anything in this
Section 4.04 to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section 4.04 is subject to Sections 12.05 and 12.06.


 


(e)             Whenever the
Company shall have one or more paying agents with respect to the Securities of
any series, it will, prior to each due date of the principal of, premium, if
any, or interest, if any, on the Securities of such series, deposit with a
designated paying agent a sum sufficient to pay the principal, premium, if any,
and interest, if any, so becoming due, such sum to be held in trust for the
benefit of the persons entitled to such principal, premium, if any, or
interest, if any, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of any failure so to act.


 


Section 4.05.  
Statement as to Compliance. The Company will furnish to the Trustee on or before June 1, in each
year (beginning with the first June 1 following the first date of issuance of
any Securities under this Indenture) a brief certificate (which need not comply
with Section 14.05) from the principal executive, financial or accounting
officer of the Company stating that in the course of the performance by the
signer of his duties as an officer of the Company he would normally have
knowledge of any default or non-compliance by the Company in the performance of
any terms, covenants or conditions of this Indenture, stating whether or not he
has knowledge of any such default or non-compliance (without regard to any
period of grace or


 


17

















 


requirement of notice provided hereunder) and, if so, specifying each
such default or non-compliance of which the signer has knowledge and the nature
thereof.


 


Section 4.06.  
Additional Amounts.
If the Securities of a series provide for the payment of additional amounts, at
least 10 days prior to the first interest payment date with respect to that
series of Securities and at least 10 days prior to each date of payment of
principal of, premium, if any, or interest on the Securities of that series if
there has been a change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee
and the principal paying agent, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such paying agent whether such payment
of principal of or interest on the Securities of that series shall be made to
holders of the Securities of that series without withholding or deduction for
or on account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding or deduction shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such holders
and shall certify the fact that additional amounts will be payable and the
amounts so payable to each holder, and the Company shall pay to the Trustee or
such paying agent the additional amounts required to be paid by this Section.
The Company covenants to indemnify the Trustee and any paying agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium, interest or any other amounts on, or in respect
of, any Security of any series, such mention shall be deemed to include mention
of the payment of additional amounts provided by the terms of such series
established hereby or pursuant hereto to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of additional amounts (if
applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.


 


ARTICLE
FIVE


 


SECURITYHOLDER LISTS AND REPORTS BY THE
COMPANY


AND THE TRUSTEE


 


Section 5.01.  
Securityholder Lists.
If and so long as the Trustee shall not be the Security registrar for the
Securities of any series, the Company and any other obligor on the Securities
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date, and on dates to be determined pursuant to Section 2.02 for
non-interest bearing Securities in each year, and (b) at such other times as
the Trustee may request in writing, within thirty days after receipt by the
Company of any such request as of a date not more than 15 days prior to the
time such information is furnished.


 


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Section 5.02.  
Reports by the Company.
The Company covenants to file with the Trustee, within 15 days after the
Company is required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports that the Company may be required to file with the Securities and
Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of
1939.


 


Section 5.03. 
Reports by the Trustee.
Any Trustee’s report required under Section 313(a) of the Trust Indenture Act
of 1939 shall be transmitted on or before March 15 in each year beginning March
15, 2002, as provided in Section 313(c) of the Trust Indenture Act of 1939, so
long as any Securities are Outstanding hereunder, and shall be dated as of a
date convenient to the Trustee no more than 60 days prior thereto.


 


ARTICLE
SIX


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON


EVENT OF DEFAULT


 


Section 6.01.  
Events of Default.
The term “Event of Default” whenever used herein with respect to Securities of
any series means any one of the following events and such other events as may
be established with respect to the Securities of such series as contemplated by
Section 2.02 hereof, continued for the period of time, if any, and after the
giving of notice, if any, designated in this Indenture or as may be established
with respect to such Securities as contemplated by Section 2.02 hereof, as the
case may be, unless it is either inapplicable or is specifically deleted or
modified in the applicable resolution of the Board of Directors or in the
supplemental indenture under which such series of Securities is issued, as the
case may be, as contemplated by Section 2.02:


 


(a)           default in the
payment of any installment of interest upon any Security of such series as and
when the same shall become due and payable, and continuance of such default for
a period of 30 days; or


 


(b)           default in the
payment of the principal of, or premium, if any, on any Security of such series
as and when the same shall become due and payable whether at maturity, upon
redemption, by declaration, repayment or otherwise; or


 


(c)           default in the
making or satisfaction of any sinking fund payment or analogous obligation as
and when the same shall become due and payable by the terms of the Securities
of such series; or


 


(d)           failure on the part
of the Company duly to observe or perform any other of the covenants or
agreements on the part of the Company in respect of the Securities of such
series contained in this Indenture (other than a covenant or agreement in
respect of the Securities of such series a default in whose observance or
performance is elsewhere in this Section 6.01 specifically dealt with)
continued for a period of 60 days after the date on which written notice of
such failure, requiring the Company to remedy the same, shall have been given
to the Company by the Trustee by registered mail, or to the Company


 


19

















 


and the Trustee by the holders of at least
twenty-five percent in aggregate principal amount of the Securities of such
series at the time Outstanding; or


 


(e)           an event of default
with respect to any other series of Securities issued or hereafter issued
pursuant to this Indenture or as defined in any indenture or instrument
evidencing or under which the Company has at the date of this Indenture or
shall hereafter have outstanding any indebtedness for borrowed money shall
happen and be continuing and such other series of Securities or such
indebtedness, as the case may be, shall have been accelerated so that the same
shall be or become due and payable prior to the date on which the same would
otherwise have become due and payable, and such acceleration shall not be
rescinded or annulled within ten days after written notice thereof shall have
been given to the Company by the Trustee or to the Company and the Trustee by
the holders of at least twenty-five percent in aggregate principal amount of
the Securities of such series at the time Outstanding; provided,  however,
that if such event of default with respect to such other series of Securities
or under such indenture or instrument, as the case may be, shall be remedied or
cured by the Company, or waived by the holders of such other series of
Securities or of such indebtedness, as the case may be, then the Event of
Default hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the part of
either the Trustee or any of the Securityholders of such series; and provided
further that, subject to the provisions of Sections 6.08 and 7.01, the
Trustee shall not be charged with knowledge of any such event of default or any
remedy, cure or waiver thereof or any such acceleration unless written notice
thereof shall have been given to the Trustee by the Company, by a holder or an
agent of a holder of any Securities of such other series or of any such
indebtedness, as the case may be, or by the Trustee then acting under this
Indenture with respect to such other series of Securities or under any other
indenture or instrument, as the case may be, under which such event of default
shall have occurred, or by the holders of at least twenty-five percent in aggregate
principal amount of the Securities of such series at the time Outstanding; or


 


(i)            a decree or order
by a court having jurisdiction in the premises shall have been entered
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization of the Company under the Federal Bankruptcy
Code or any other similar applicable Federal or State law, and such decree or
order shall have continued undischarged and unstayed for a period of 60 days;
or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee (or other
similar official) in bankruptcy or insolvency of the Company or of all or
substantially all of its property, or for the winding up or liquidation of its
affairs, shall have been entered, and such decree or order shall have continued
undischarged and unstayed for a period of 60 days; or


 


(g)           the Company shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition
or answer or consent seeking reorganization under the Federal Bankruptcy Code
or any other similar applicable Federal or State law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee (or other similar official) in bankruptcy
or insolvency of it or of its property, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due; or


 


20

















 


(h)           any other Event of
Default provided in the applicable resolution of the Board of Directors or in
the supplemental indenture under which such series of Securities is issued, as
the case may be, as contemplated by Section 2.02.


 


If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in each and every such case, unless
the principal of all of the Securities of such series shall have already become
due and payable, either the Trustee or the holders of not less than twenty-five
percent in aggregate principal amount of the Securities of such series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Securityholders of such series), may declare the principal amount
(or, if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all the Securities of such series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding. This provision, however, is subject
to the condition that if, at any time after the principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of the
Securities of any series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest, if any, upon all of the Securities of such series and the principal
of, and premium, if any, on any and all Securities of such series which shall
have become due otherwise than by acceleration (with interest on overdue
installments of interest (to the extent that payment of such interest is
enforceable under applicable law) and on such principal at the Overdue Rate
applicable to such series, to the date of such payment or deposit) and all
amounts payable to the Trustee pursuant to the provisions of Section 7.06, and
any and all defaults under this Indenture with respect to such series of
Securities, other than the nonpayment of principal of and accrued interest on
Securities of such series which shall have become due solely by acceleration,
shall have been remedied or cured or waived or provision shall have been made
therefor to the satisfaction of the Trustee — then and in every such case the
holders of a majority in aggregate principal amount of the Securities of such
series then Outstanding, by written notice to the Company and to the Trustee,
may waive all defaults with respect to such series and rescind and annul such
declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.


 


In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceeding shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.


 


Section 6.02.  
Payment of Securities on Default; Suit Therefor. The Company covenants that (a) in case
default shall be made in the payment of any installment of interest upon any
Security of any series as and when the same shall become due and payable, and
such default shall have continued for a period of 30 days, (b) in case default
shall be made in the payment of the principal of, or premium, if any, on any
Security of any series as and when the same shall become due and payable,
whether at maturity of the Securities of that series or upon redemption


 


21

















 


or by declaration, repayment or otherwise or (c) in case of default in
the making or satisfaction of any sinking fund payment or analogous obligation
when the same becomes due by the terms of the Securities of any series — then,
upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holder of any such Security (or holders of any series of
Securities in the case of clause (c) above) the whole amount that then shall
have become due and payable on any such Security (or Securities of any such
series in the case of clause (c) above) for principal, premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any,
and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest, if any, at the
Overdue Rate applicable to any such Security (or Securities of any such series
in the case of clause (c) above); and, in addition thereto, such further amount
as shall be sufficient to cover costs and expenses of collection, and any
further amounts payable to the Trustee pursuant to the provisions of Section
7.06.


 


In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of any express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon such Securities and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Securities wherever situated the moneys adjudged or
decreed to be payable.


 


In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities of any
series under the Federal Bankruptcy Code or any other similar applicable
Federal or State law, or in case a receiver or trustee (or other similar
official) shall have been appointed for the property of the Company or such
other obligor, or in the case of any other similar judicial proceedings relative
to the Company or other obligor on the Securities of any series, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal (or, if the Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as
may be due and payable with respect to such series pursuant to a declaration in
accordance with Section 6.01), premium, if any, and interest, if any, owing and
unpaid in respect of the Securities of any series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Securityholders of any series allowed in such judicial proceedings relative to
the Company or any other obligor on the Securities of any series, its or their
creditors, or its or their property, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of costs and expenses of collection, and any further
amounts payable to the Trustee pursuant to the provisions of Section 7.06 and
incurred by it up to the date of such distribution; and any receiver, assignee
or trustee (or other similar official) in bankruptcy or reorganization is
hereby authorized by each of the Securityholders to make such payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee costs and expenses of
collection


 


22

















 


and any further amounts payable to the Trustee pursuant to the
provisions of Section 7.06 and incurred by it up to the date of such
distribution.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting any of the
Securities of any series or the rights of any holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.


 


All
rights of action and of asserting claims under this Indenture, or under the
Securities of any series, may be enforced by the Trustee without the possession
of any of the Securities of such series or the production thereof in any trial
or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities in respect of which such action was taken. In any
proceedings brought by the Trustee (and also any proceedings in which a
declaratory judgment of a court may be sought as to the interpretation or
construction of any provision of this Indenture, to which the Trustee shall be
a party) the Trustee shall be held to represent all the holders of the
Securities to which such proceedings relate, and it shall not be necessary to
make any holders of such Securities parties to any such proceedings.


 


Section 6.03.  
Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant
to this Article shall be applied in the order following, at the date or dates
fixed by the Trustee for the distribution of such moneys, upon presentation of
the several Securities in respect of which moneys have been collected, 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 pursuant to the
provisions of Section 7.06;


 


SECOND: In case the principal of the Outstanding Securities in respect
of which such moneys have been collected shall not have become due (at
maturity, upon redemption, by declaration, repayment or otherwise) and be
unpaid, to the payment of interest, if any, on such Securities, in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the Overdue Rate applicable to such Securities,
such payments to be made ratably to the person entitled thereto;


 


THIRD: In case the principal of the Outstanding Securities in respect
of which such moneys have been collected shall have become due (at maturity,
upon redemption, by declaration, repayment or otherwise), to the payment of the
whole amount then owing and unpaid upon such Securities for principal, premium,
if any, and interest, if any, with interest on the overdue principal, and
premium, if any, and (to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest, if any, at the Overdue Rate
applicable to such Securities; and in case such moneys shall be insufficient to
pay in full the whole amounts so due and unpaid upon such Securities, then to
the payment of such principal, premium, if any, and interest, if any, without
preference or priority of principal, and premium, if any, over interest, if
any, or of interest, if any, over principal, and premium, if any, or of any
installment of interest, if any, over any


 


23

















 


other installment of interest, if any, or of
any such Security over any other such Security, ratably to the aggregate of
such principal, premium, if any, and accrued and unpaid interest, if any; and


 


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


 


Section 6.04.  
Proceedings by Securityholders. No holder of any Security of any series shall have any right by
virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee (or other
similar official), or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of default with
respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding, it
being understood and intended, and being expressly covenanted by the taker and
holder of every Security with every other taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right
in any manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other holder of
Securities of such series, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the matter herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series.


 


Notwithstanding
any other provisions in this Indenture, however, the right of any holder of any
Security to receive payment of the principal of, premium, if any, and interest,
if any, on such Security, on or after the respective due dates expressed in
such Security, or upon redemption, by declaration, repayment or otherwise, or
to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
holder, and no provision of the Securities of any series or of this Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest, if any,
on the Securities of such series at the respective places, at the respective
times, at the respective rates and in the coin or currency, therein and herein
prescribed.


 


Section 6.05.  
Proceedings by Trustee.
In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either by suit in equity or by action
at law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


24

















 


Section 6.06.  
Remedies Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or
to the Securityholders of any series shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of such Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any holder of any such Securities to exercise any
right or power accruing upon any default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 6.04, every power and remedy given by this Article Six or by law to the
Trustee or to the Securityholders of any series may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders of such series.


 


Section 6.07.  
Direction of Proceedings and Waiver of Defaults by Securityholders. (a) The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding 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,
however, that (subject to the provisions of Section 7.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors
or trustees and/or Responsible Officers shall determine that the action or
proceeding so directed would involve the Trustee in personal liability.


 


(b)
Prior to any declaration accelerating the maturity of the Securities of any
series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the holders
of all of the Securities of such series waive any past default or Event of
Default with respect to such series and its consequences except a default in
the payment of interest, if any, on, or the principal of or premium, if any, on
any Security of such series, or in the payment of any sinking fund installment
or analogous obligation with respect to Securities of such series, or in
respect of a covenant or provision hereof which under Section 10.02 cannot be
modified or amended without the consent of the holder of each Security
affected. Upon any such waiver the Company, the Trustee and the holders of the
Securities of that series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 6.07(b), said default or Event of Default
shall for all purposes of the Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.


 


Section 6.08.  
Notice of Defaults.
The Trustee shall, within 90 days after the occurrence of a default with
respect to the Securities of any series, mail to all holders of Securities of
such series, as the names and addresses of such holders appear upon the
registry books of the Company, notice of all defaults with respect to such
series known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term “defaults” for the purpose of this Section
6.08 being hereby defined to be the events specified in Section 6.01 or
established with respect to such Securities as contemplated by Section 2.02,
not including the periods of grace, if any, provided for therein or established
with respect to such Securities as


 


25

















 


contemplated by Section 2.02 and irrespective of the giving of the
notices specified in clauses (d) and (e) of Section 6.01 or established with
respect to such Securities as contemplated by Section 2.02); provided,  however,
that except in the case of default in the payment of the principal of, premium,
if any, or interest, if any, on any of the Securities of such series or in the
making of any sinking fund installment or analogous obligation with respect to
such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
holders of Securities of such series.


 


Section 6.09.  
Undertaking to Pay 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,
omitted or suffered by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.09 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder of Securities of any series or
group of such holders, holding in the aggregate more than ten percent in
principal amount of the Outstanding Securities of such series or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of, premium, if any, or interest, if any, on any Security on or after
the due date expressed in such Security, on or after the date fixed for
redemption or repayment or after such Security shall have become due by
declaration.


 


ARTICLE
SEVEN


 


CONCERNING THE TRUSTEE


 


Section 7.01.  
Duties and Responsibilities of Trustee. With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of such series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture with respect to such series, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.


 


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


 


(a)            prior to the
occurrence of an Event of Default with respect to the Securities of a series
and after the curing or waiving of all Events of Default with respect to such
series which may have occurred:


 


26

















 


(1)           the duties and
obligations of the Trustee with respect to the Securities of a series shall be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


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


 


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


 


(c)           the Trustee shall
not be liable with respect to any action taken, omitted or suffered to be taken
by it in good faith in accordance with the direction of the holders of Securities
of any series pursuant to Section 6.07 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to Securities of such series.


 


None
of the provisions of this Indenture shall be construed as requiring the Trustee
to expend or risk its own funds or otherwise to incur any personal financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


The
provisions of this Section 7.01 are in furtherance of and subject to Section
315 of the Trust Indenture Act of 1939.


 


Section 7.02.  
Reliance on Documents, Opinions, etc. In furtherance of and subject to the Trust Indenture Act of 1939, and
subject to the provisions of Section 7.01:


 


(a)           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, or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(b)           any request,
direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an instrument signed in the name of the Company by
its President, its Chairman of the Board or any Vice President and its
Treasurer or its Comptroller (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors
of the Company may be evidenced to the Trustee by a copy thereof certified by
the Secretary, an Assistant Secretary or an Attesting Secretary of the Company;


 


27

















 


(c)           the Trustee may
consult with counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, omitted or
suffered to be taken by it hereunder in good faith and in accordance with such
Opinion of Counsel;


 


(d)           the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders,
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;


 


(e)           the Trustee shall
not be liable for any action taken, omitted or suffered by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;


 


(f)            the Trustee shall
not be bound to make any inquiry or investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note or other paper or
document unless requested in writing so to do by the holders of a majority in
aggregate principal amount of the Securities of any series affected then
Outstanding; provided,  however, that if the payment within a
reasonable time to the Trustee of the costs and expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by the security conferred
upon it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to so
proceeding; and the reasonable expense of such investigation shall be paid by
the Company, or, if paid by the Trustee, shall be repaid by the Company upon
demand; and


 


(g)           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.


 


Section 7.03.   No
Responsibility for Recitals, etc. The recitals contained herein and in the Securities shall be taken as
the statements of the Company (except in the Trustee’s certificates of authentication),
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or the Securities, provided that the Trustee shall not be
relieved of its duty to authenticate Securities only as authorized by this
Indenture. The Trustee shall not be accountable for the use or application by
the Company or any of the Securities or of the proceeds thereof.


 


Section 7.04.  
Ownership of Securities.
The Trustee and any agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee or such agent.


 


Section 7.05.  
Moneys to be Held in Trust. Subject to the provisions of Sections 12.05 and 12.06 hereof, all
moneys received by the Trustee or any paying agent shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any paying agent shall be under any
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon. So long as no Event


 


28

















 


of Default shall have occurred and be continuing, all interest allowed
on any such moneys shall be paid from time to time upon the written order of
the Company, signed by its President, Chairman or any Vice Chairman of the
Board, or any Vice President, Treasurer or Comptroller.


 


Section 7.06.  
Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and, except as otherwise expressly provided, the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. If any
property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy
court of competent jurisdiction or by the supplemental instrument subjecting
such property to such lien, shall be entitled to make advances for the purpose
of preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The Company also covenants to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or
in connection with the acceptance or administration of this trust and its
duties hereunder, including the costs and expenses of defending itself against
any claim of liability in the premises. The obligations of the Company under
this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities.


 


Section 7.07.  
Officers’ Certificate as Evidence. Subject to the provisions of Sections 7.01 and 7.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
omitting or suffering any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in
the absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee, and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, omitted or suffered by it under the provisions of this Indenture upon
the faith thereof.


 


Section 7.08.  
Indentures Not Creating Potential Conflicting Interests for the Trustee. The following indentures are hereby
specifically described for the purposes of Section 310(b)(l) of the Trust
Indenture Act of 1939: this Indenture with respect to the Securities of any
other series.


 


Section 7.09.  
Eligibility of Trustee.
The Trustee hereunder shall at all times be a corporation organized and doing
business under the laws of the United States or any state, which (a) is
authorized under such laws to exercise corporate trust powers and (b) is
subject to supervision or examination by Federal or State authority and (c)
shall have at all times a combined capital and surplus of not less than fifty
million dollars. If such corporation publishes reports of condition at least
annually, pursuant to law, or to the requirements of the aforesaid


 


29

















 


supervising or examining authority, then for the purposes of this
Section 7,09, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 7.09,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.


 


The
provisions of this Section 7.09 are in furtherance of and subject to Section
310(a) of the Trust Indenture Act of 1939.


 


Section 7.10.  
Resignation or Removal of Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to any one or more or all series of Securities
by giving written notice of resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their
addresses as they shall appear on the registry books of the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed with respect to any series and have accepted appointment
within 60 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, or any Securityholder who has been a bona fide holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 6.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.


 


(b)
In case at any time any of the following shall occur —


 


(1)           the Trustee shall
fail to comply with the provisions of Section 310(b) of the Trust Indenture Act
of 1939 with respect to any series of Securities after written request therefor
by the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities of such series for at least six months, or


 


(2)           the Trustee shall
cease to be eligible in accordance with the provisions of Section 7.09 and
Section 310(a) of the Trust Indenture Act of 1939 with respect to any series of
Securities and shall fail to resign after written request therefor by the
Company or by any such Securityholder, or


 


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


 


then, in any such case, the Company may remove the Trustee with respect
to such series and appoint a successor trustee with respect to such series by
written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who
has


 


30

















 


been a bona fide holder of a Security or Securities of such series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee with respect to
such series.


 


(c)     The holders of a majority
in aggregate principal amount of the Securities of one or more series (each
series voting as a class) or all series at the time Outstanding may at any time
remove the Trustee with respect to the applicable series or all series, as the
case may be, and appoint with respect to the applicable series or all series, as
the case may be, a successor trustee by written notice of such action to the
Company, the Trustee and the successor trustee.


 


(d)     Any resignation or removal
of the Trustee with respect to any series and any appointment of a successor
trustee with respect to such series pursuant to any of the provisions of this
Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.


 


(e)     No predecessor Trustee
shall be liable for the acts or omissions of any successor Trustee.


 


Section 7.11.  
Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to any or all
applicable series shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment (or due provision
therefor) of any amounts then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers with respect to such series of the trustee so ceasing
to act. Upon request of any such successor trustee, the Company shall execute
any and all instruments in writing in order more fully and certainly to vest in
and confirm to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 7.06.


 


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 predecessor
trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the
predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and 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.


 


31

















 


No
successor trustee with respect to a series of Securities shall accept
appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor trustee shall, with respect to such series, be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 7.09.


 


Upon
acceptance of appointment by a successor trustee with respect to any series as
provided in this Section 7.11, the Company shall mail notice of the succession
of such trustee hereunder to the holders of Securities of such series at their
addresses as they shall appear on the registry books of the Company. If the
Company fails to mail such notice within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.


 


Section 7.12.  
Succession by Merger, etc. 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 to the Trustee hereunder, provided such
corporation shall be qualified under Section 310(b) of the Trust Indenture Act
of 1939 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


 


In
case at the time such successor to the Trustee shall succeed to the trust
created by this Indenture with respect to one or more series of Securities, any
of such Securities shall have been authenticated but not delivered, any such
successor to the Trustee by merger, conversion or consolidation may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Security so authenticated; and in case at that time any of such Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of such successor to the
Trustee or, if such successor to the Trustee is a successor by merger,
conversion or consolidation the name of any predecessor hereunder; and in all
such cases such certificate shall have the full force which it is anywhere in
such Securities or in this Indenture provided that the certificate of the
Trustee shall have.


 


Section 7.13.  
Other Matters Concerning the Trustee. The principal corporate trust office of the Trustee at the date of
this Indenture is located at 450 West 33rd Street, New York, New
York 10001, Attn: Institutional Trust Services.


 


Section 7.14.  
Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 2.07, 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 thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital


 


32

















 


and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. 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 is made pursuant to this Section, the Securities may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


Dated:


 


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


 


33

















 


	
   

  	
  The Chase Manhattan Bank,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  



 


34

















 


ARTICLE EIGHT


 


CONCERNING THE SECURITYHOLDERS


 


Section
8.01.   Action by Securityholders. 
Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such Securityholders
duly called and held in accordance with the provisions of Article Nine, or (c)
by a combination of such instrument or instruments and any such record of such
a meeting of such Securityholders.


 


Section
8.02.   Proof of Execution by Securityholders. 
Subject to the provisions of Section 7.01, 7.02 and 9.06, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be reasonably
satisfactory to the Trustee. The ownership of Securities shall be proved by the
registry books of the Company or by a certificate of the person designated by
the Company to act as repository in accordance with the provisions of Section
2.06.


 


The record of any Securityholders’ meeting
shall be proved in the manner provided in Section 9.07.


 


The Company may set a record date for
purposes of determining the identity of holders of Securities of any series
entitled to vote or consent to or revoke any action referred to in Section
8.01, which record date may be set at any time or from time to time by notice
to the Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any
other provisions hereof, with respect to Securities of any series, only holders
of Securities of such series of record on such record date shall be entitled to
so vote or give such consent or revoke such vote or consent.


 


Section
8.03.   Who Are Deemed Absolute Owners.  The
Company, the Trustee and any agent of the Company or of the Trustee may deem
the person in whose name any Security shall be registered upon the books of the
Company to be, and may treat him as, the owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, premium, if any, and (subject to Section 2.04) interest, if
any, on such Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or of the Trustee shall be affected by
any notice to the contrary. All such payments so made to any holder for the
time being, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.


 


35

















 


No
holder of a beneficial interest in any Security in global form held on its
behalf by a depositary shall have any rights under this Indenture with respect
to such Security in global form, and such depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Security for all purposes whatsoever. None of the Company, the Trustee
or any agent of the Company 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 Security in global form or maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.


 


Section 8.04.  
Company-Owned Securities Disregarded.  In determining whether the
holders of the requisite aggregate principal amount of Securities have
concurred in any demand, request, notice, direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities with respect to which such determination is being made or by
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination; provided, that for the purposes of determining whether
the Trustee shall be protected in relying on any such demand, request, notice,
direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 8.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.


 


Section 8.05.  
Revocation of Consents: Future Holders Bound.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action, any holder
of a Security which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders of such
Security, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.


 


ARTICLE NINE


 


SECURITYHOLDERS’ MEETINGS


 


Section 9.01.  
Purposes of Meetings.  A meeting of holders of Securities of any or
all series may be called at any time and from time to time pursuant to the
provisions of this Article Nine for any of the following purposes:


 


(1)           to give any notice
to the Company or to the Trustee, or to give any directions to the Trustee, or
to consent to the waiving of any default hereunder and its consequences, or to


 


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take
any other action authorized to be taken by Securityholders pursuant to any of
the provisions of Article Six;


 


(2)             to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article Seven;


 


(3)             to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or


 


(4)             to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Securities of any or all
series, as the case may be, under any other provision of this Indenture or
under applicable law.


 


Section
9.02.   Call of Meetings by Trustee.  The
Trustee may at any time call a meeting of holders of Securities of any or all
series to take any action specified in Section 9.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of the holders of Securities
of any or all series, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be
mailed to holders of Securities of each series affected at their addresses as
they shall appear on the registry books of the Company. Such notice shall be
mailed not less than 10 nor more than 90 days prior to the date fixed for the
meeting.


 


Section
9.03.   Call of Meetings by Company or
Securityholders.  In case at any time the Company, pursuant to
a resolution of its Board of Directors, or the holders of at least ten percent
in aggregate principal amount of the Securities then Outstanding of any series
that may be affected by the action proposed to be taken at the meeting, shall
have requested the Trustee to call a meeting of the holders of Securities of
all series that may be so affected, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Securityholders, in the
amount specified above, may determine the time and the place in said Borough of
Manhattan for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing notice thereof as provided in Section
9.02.


 


Section
9.04.   Qualifications for Voting.  To
be entitled to vote at any meeting of Securityholders a person shall (a) be a
holder of one or more Securities with respect to which such meeting is being
held or (b) be a person appointed by an instrument in writing as proxy by a
holder of one or more such Securities. The only persons who shall be entitled
to be present or to speak at any meeting of Securityholders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


Section
9.05.   Quorum; Adjourned Meetings.  The
Persons entitled to vote a majority in aggregate principal amount of the
Securities of the relevant series at the time Outstanding shall constitute a
quorum for the transaction of all business specified in Section 9.01. No
business shall be transacted in the absence of a quorum (determined as provided
in this Section 9.05). In the absence of a quorum within 30 minutes after the
time appointed for any such meeting, the meeting shall, if convened at the
request of the holders of Securities (as provided in Section 9.03), be
dissolved. In any other case the meeting shall be adjourned for a period of not
less than ten days as determined by the chairman of the meeting. In the absence
of a quorum at any such


 


37

















 


adjourned meeting, such
adjourned meeting shall be further adjourned for a period of not less than ten
days as determined by the chairman of the meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 9.02, except that
such notice must be mailed not less than five days prior to the date on which
the meeting is scheduled to be reconvened.


 


Subject to the foregoing, at the second
reconvening of any meeting adjourned for lack of a quorum, the Persons entitled
to vote 25% in aggregate principal amount of the Securities of the relevant
series then Outstanding shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage of the aggregate
principal amount of the Securities of the relevant series then Outstanding
which shall constitute a quorum.


 


At a meeting or any adjourned meeting duly
convened and at which a quorum is present as aforesaid, any resolution and all
matters (except as limited by the proviso in Section 10.02) shall be
effectively passed and decided if passed or decided by the Persons entitled to
vote the lesser of (a) a majority in aggregate principal amount of the
Securities of the relevant series then Outstanding and (b) 75% in aggregate
principal amount of the Securities represented and voting at the meeting.


 


Any holder of a Security who has executed in
person or by proxy and delivered to the Trustee an instrument in writing
complying with the provisions of Article Eight shall be deemed to be present
for the purposes of determining a quorum and be deemed to have voted; provided
that such holder of a Security shall be considered as present or voting only
with respect to the matters covered by such instrument in writing.


 


Section
9.06.   Regulations. 
Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holder of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.


 


The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Securityholders, as provided in Section
9.03, in which case the Company or the Securityholders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.


 


Subject to the provisions of Section 8.04, at
any meeting each holder of Securities with respect to which such meeting is
being held or proxy shall be entitled to one vote for each $1,000 principal
amount (in the case of Original Issue Discount Securities, such principal
amount to be determined as provided in the definition of “Security or
Securities; Outstanding” in Section 1.01) of such Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any
meeting in respect of any such Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of such Securities
held by him or instruments in writing as aforesaid duly designating him as the
person to vote on behalf of other such Securityholders. Any meeting of holders
of Securities with respect to which a meeting was duly called pursuant to


 


38

















 


the provisions of Section
9.02 or 9.03 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.


 


Section
9.07.   Voting.  The vote upon any resolution
submitted to any meeting of holders of Securities with respect to which such
meeting is being held shall be by written ballots on which shall be subscribed
the signatures of such holders of Securities or of their representatives by
proxy and the principal amount (in the case of Original Issue Discount
Securities, such principal amount to be determined as provided in the
definition of “Security or Securities; Outstanding” in Section 1.01) and number
or numbers of such Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 9.02. The record shall show the principal amount
of the Securities (in the case of Original Issue Discount Securities, such
principal amount to be determined as provided in the definition of “Security or
Securities; Outstanding” in Section 1.01) voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.


 


Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


Section
9.08.  No Delay of Rights by Meeting. 
Nothing in this Article Nine contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Securityholders of
any or all series or any rights expressly or impliedly conferred hereunder to
make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders of any or
all such series under any of the provisions of this Indenture or of the
Securities.


 


ARTICLE
TEN


 


SUPPLEMENTAL INDENTURES


 


Section 10.01.  
Supplemental Indentures without Consent of Securityholders.  The
Company, when authorized by resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:


 


(a)           to evidence the
succession of another corporation to the Company, or successive successions,
and the assumption by the successor corporation of the covenants, agreements
and obligations of the Company pursuant to Article Eleven hereof;


 


39

















 


(b)            to
add to the covenants of the Company such further covenants, restrictions or
conditions for the protection of the holders of all or any series of Securities
(and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included for the
benefit of such series) as the Board of Directors of the Company and the
Trustee shall consider to be for the protection of the holders of such
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or
condition such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default;


 


(c)             to
provide for the issuance under this Indenture of Securities in coupon form
(including Securities registrable as to principal only) and to provide for
exchangeability of such Securities with the Securities of the same series
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;


 


(d)            to
establish the forms or terms of Securities of any series or of the Coupons
appertaining to such Securities as permitted by Sections 2.01 and 2.02;


 


(e)             to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture which may be defective or inconsistent with
any other provision contained herein or in any supplemental indenture, or to
make such other provisions in regard to matters or questions arising under this
Indenture which shall not adversely affect the interests of the holders of any
Securities; and


 


(f)             to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series or to 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, pursuant to the requirements of Section 7.11 or pursuant to Section
2.02 (17)


 


The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section 10.01 may be executed by the Company and the Trustee
without the consent of the holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 10.02.


 


Section
10.02.   Supplemental Indentures with Consent of
Securityholders.  With the consent (evidenced as provided in
Section 8.01 and 8.02) of the holders of a majority in the aggregate principal
amount of the Securities of each series (each series voting as a class)
affected by such supplemental indenture at the time Outstanding, the Company
and the Trustee may from


 


40

















 


time to time and at any time
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 any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities or each such series; provided,
however, that no such supplemental indenture shall (i) extend the fixed
maturity of any Security, or reduce the rate or extend the time of payment of
interest, if any, thereon, or reduce the principal amount or premium, if any,
thereof, or make the principal thereof or premium, if any, or interest, if any,
thereon payable in any coin or currency other than that provided in any
Security, or impair the right of any holder of a Security to institute suit for
any such payment, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 6.01 or adversely affect the right of
repayment, if any, at the option of the holder, or extend the time, or reduce
the amount of any payment to any sinking fund or analogous obligation relating
to any Security, (ii) reduce the percentage in principal amount of Securities
of any series, the holders of which are required to consent to any such
supplemental indenture or any waiver of any past default or Event of Default
pursuant to Section 6.07(b), or (iii) modify any provision of Section 6.07(b)
or 10.02 (except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the
consent of the holder of each Security so affected), without, in the case of
each of the foregoing clauses (i), (ii) and (iii), the consent of the holder of
each Security so affected. A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of the holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the holders of Securities of any other series.


 


Upon the request of the Company, accompanied
by a copy of the resolutions of the Board of Directors authorizing the
execution and delivery of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to, enter into such
supplemental indenture.


 


It shall not be necessary for the consent of
the Securityholders under this Section 10.02 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


Section
10.03.   Compliance with Trust Indenture Act: Effect
of Supplemental Indentures.  Any supplemental indenture executed pursuant
to the provisions of this Article Ten shall comply with the Trust Indenture Act
of 1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Ten, this Indenture shall be deemed
to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of the Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


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Section
10.04.   Notation on Securities. 
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article Ten may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee 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 modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.


 


Section
10.05.   Evidence of Compliance of Supplemental
Indenture to be Furnished Trustee.  The Trustee, subject to the
provisions of Sections 7.01 and 7.02, may receive an Officers’ Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article Ten.


 


ARTICLE ELEVEN


 


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section
11.01.   Company May Not Consolidate, etc, Except
Under Certain Conditions.  The Company covenants that it will not merge
or consolidate with any other Person or sell, convey, transfer or otherwise
dispose of all or substantially all of its assets to any other Person, unless (i)
either the Company shall be the continuing corporation, or the successor Person
(if other than the Company) shall be a corporation or a limited liability
company organized and existing under the laws of the United States of America
or a state thereof and such corporation or limited liability company shall
expressly assume the due and punctual payment of the principal of, and premium,
if any, and interest, if any, on all the Securities according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Company or such successor corporation or limited
liability company, as the case may be, shall not, immediately after such merger
or consolidation, or such sale, conveyance, transfer or other disposition, be
in default in the performance of any such covenant or condition. In the event of
any such sale, conveyance (other than by way of lease), transfer or other
disposition, the predecessor company may be dissolved, wound up and liquidated
at any time thereafter.


 


Section
11.02.   Successor Corporation or Limited Liability
Company to be Substituted.  In case of any such consolidation, merger,
sale, conveyance (other than by way of lease), transfer or other disposition,
and upon any such assumption by the successor corporation, such successor
corporation or limited liability company shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the
Company, and the Company shall be relieved of any further obligation under this
Indenture and under the Securities. Such successor corporation or limited liability
company thereupon may cause to be signed, and may issue either in its own name
or in the name of GE Financial Assurance Holdings, Inc., any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation or limited liability company, instead of the Company, and subject
to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which


 


42

















 


previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation or limited
liability company thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.


 


In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.


 


Section
11.03.   Documents to be Given Trustee.  The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this Article Eleven.


 


ARTICLE TWELVE


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section
12.01.   Discharge of Indenture. 
When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall
have been destroyed, lost or stolen or in lieu of or in substitution for which
other Securities shall have been authenticated and delivered, or which shall
have been paid, pursuant to the provisions of Section 2.07 or Securities for
whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company as provided in Section 12.06) and not theretofore
cancelled, or (b) all the Securities not theretofore cancelled or delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption all
of the Securities (other than any (i) Securities which shall have been
destroyed, lost or stolen and in lieu of or in substitution for which other
Securities shall have been authenticated and delivered, or which shall have
been paid, pursuant to the provisions of Section 2.07 or (ii) Securities for
whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company as provided in Section 12.06) not theretofore cancelled
or delivered to the Trustee for cancellation, including principal, premium, if
any, and interest, if any, due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if in either case the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Securities, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii)
rights of holders to receive payments of principal thereof and interest
thereon, and remaining rights of the holders to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or
any of them), and the Trustee, on demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel and at the cost and expense


 


43

















 


of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture, the Company, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Securities.


 


Section
12.02.   Legal Defeasance.  On
the 91st day following the deposit referred to in clause (a), the Company will be
deemed to have paid and will be discharged from its obligations in respect of
the Securities of the series with respect to which such deposit shall have been
made and the Indenture with respect to such Securities, other than (i) the
rights of the Securityholders of Outstanding Securities of such series to
receive, solely from the trust fund described in clause (a), payments in
respect of the principal of and interest on such securities when such payments
are due and (ii) its obligations in Article Two and Sections 4.02, 7.06, 7.10,
12.06 and 12.07; provided the following conditions have been satisfied:


 


(a)     The Company has irrevocably deposited in trust with the Trustee,
as trust funds solely for the benefit of the Securityholders of such series,
money sufficient, or U.S. Government Obligations, the principal of and interest
on which shall be sufficient, or a combination thereof sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certificate thereof delivered to the Trustee, without
consideration of any reinvestment, to pay principal of and premium, interest if
any, on the Securities of such series to maturity or redemption, as the case
may be, provided that any redemption before maturity has been irrevocably
provided for under arrangements satisfactory to the Trustee.


 


(b)     The deposit will not result in a breach or violation of, or
constitute a default under, the Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound.


 


(c)     The Company has delivered to the Trustee either (x) a ruling
received from the Internal Revenue Service to the effect that the holders of
the Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of the defeasance and will be subject
to federal income tax on the same amount and in the same manner and at the same
times as would otherwise have been the case or (y) an Opinion of Counsel, based
on a change in law after the date of the Indenture, to the same effect as the
ruling described in clause (x).


 


(d)     The Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance have been complied
with.


 


Prior to the end of the 91 -day period, none
of the Company’s obligations under the Indenture with respect to the Securities
of such series will be discharged. Thereafter, the Trustee, upon the request
and at the cost and expense of the Company, will acknowledge in writing the
discharge of the Company’s obligations under the Securities of such series and
the Indenture with respect to such series except for the surviving obligations
specified above.


 


As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of
America for the payment of which its full faith and credit is pledged or (ii)
an obligation 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


 


44

















 


unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which,
in either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933) as custodian with respect to any
U.S. Government Obligation which is specified in clause (x) above and held by
such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, 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 depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.


 


Section 12.03.   Covenant
Defeasance.  After the 91st day
following the deposit referred to in clause (a) with respect to the Securities
of a series, the Company’s obligations set forth in the covenant or covenants
for such series of Securities established as contemplated by Section 2.02(19)
will terminate, and clauses (d) (to the extent relating to such covenant or
covenants), (e) and (h) of Section 6.01 will no longer constitute Events of
Default with respect to the Securities of a series, provided the following
conditions have been satisfied:


 


(a)      the Company has complied with clauses (a), (b) and (d) of
Section 12.02; and


 


(b)     the Company has delivered to the Trustee an Opinion of Counsel
to the effect that the holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
the defeasance and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would otherwise have been the case.


 


Except as specifically stated above, none of
the Company’s obligations under the Indenture will be discharged.


 


Section
12.04.   Deposited Moneys to be Held in Trust by
Trustee; Miscellaneous Provisions.  All moneys and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to the provisions of Section 12.01, 12.02 or 12.03 shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including the Company if acting as its own paying agent), to the
holders of the particular Securities for payment or redemption of which such
moneys or U.S. Government Obligations have been deposited with the Trustee, of
all sums due and to become due thereon for principal, premium, if any, and
interest, if any.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 12.01 or 12.03 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the holders of the
Securities.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon request of the Company any money or U.S. Government Obligations held
by it as provided in Section 12.02 or 12.03 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, are in excess of the amount thereof which would then be required to be
deposited to effect the legal defeasance or covenant defeasance, as the case may
be, with respect to such Securities.


 


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Section
12.05.   Paying Agent to Repay Moneys Held. 
Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.


 


Section
12.06.   Return of Unclaimed Moneys.  Any
moneys deposited with or paid to the Trustee for payment of the principal of,
premium, if any, or interest, if any, on Securities of any series and not
applied but remaining unclaimed by the holders of Securities of that series for
two years after the date upon which the principal of, premium, if any, or
interest, if any, on such Securities, as the case may be, shall have become due
and payable, shall be repaid to the Company by the Trustee on written demand;
and the holder of any such Securities shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee with respect to such money shall thereupon cease.


 


Section
12.07.   Reinstatement.  If
and for so long as the Trustee is unable to apply any money or U.S. Government
Obligations held in trust pursuant to Section 12.01, 12.02 or 12.03 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under the Indenture and the Securities
will be reinstated as though no such deposit in trust had been made. If the
Company makes any payment of principal of or interest on any Securities because
of the reinstatement of its obligations, it will be subrogated to the rights of
the Securityholders of such Securities to receive such payment from the money
or U.S. Government Obligations held in trust.


 


ARTICLE THIRTEEN


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section
13.01.   Indenture and Securities Solely Corporate
Obligations.  No recourse for the payment of the principal
of, premium, if any, or interest, if any, on any Security, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture, or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Securities.


 


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ARTICLE FOURTEEN


 


MISCELLANEOUS PROVISIONS


 


Section
14.01.   Provisions Binding on Company’s Successors.  All
the covenants, stipulations, promises and agreements in this Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.


 


Section
14.02.   Official Acts by Successor Corporation.  Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at the time be the lawful
sole successor of the Company.


 


Section
14.03.   Addresses for Notices. Notice to Holders,
Waiver.  Any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the holders of Securities on the Company may be given or served by being
deposited postage prepaid by first class mail in a post office letter box
addressed (until another address in filed by the Company with the Trustee) to
GE Financial Assurance Holdings, Inc., 6604 West Broad Street, Richmond,
Virginia 23230. Any notice, direction, request or demand by any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the principal office of the
Trustee, addressed to the attention of its corporate trust office as specified
in Section 7.13 hereof.


 


Where this Indenture provides for notice of
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 his address 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
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.


 


Section
14.04.   New York Contract. 
This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.


 


Section
14.05.   Evidence of Compliance with Conditions
Precedent.  Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate


 


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stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.


 


Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include: (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinion contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, 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 or not, in
the opinion of such person, such condition or covenant has been complied with.


 


Section
14.06.   Legal Holidays.  In
any case where the date of maturity of interest, if any, on or principal of, or
premium, if any, on the Securities or the date fixed for redemption or
repayment of any Security will be in The City of New York, New York, a
Saturday, a Sunday, a legal holiday or a day on which banking institutions are
authorized or required by law or executive order to close or remain closed,
then payment of such interest, if any, on or principal of or premium, if any,
on the Securities need not be made on such date but may be made on the next
succeeding day not in such city, a Saturday, a Sunday, a legal holiday or a day
on which banking institutions are authorized or required by law or executive
order to close or remain closed, with the same force and effect as if made on
the date of maturity or a date fixed for redemption or repayment, and no
interest shall accrue for the period from and after such date.


 


Section
14.07.   Securities in a Specified Currency other
than Dollars.  Unless otherwise specified as contemplated
by Section 2.02 with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding any Securities of any series which are
denominated in a Specified Currency other than Dollars then the principal
amount of Securities of such series which shall be deemed to be Outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount of such Specified Currency at the Market Exchange
Rate. For purposes of this Section 14.07, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of the Specified
Currency published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such Specified
Currency, the Trustee shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York or such
other quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a Specified Currency other than
Dollars in connection with any action taken by holders of Securities pursuant
to the terms of this Indenture, including, without limitation, any
determination contemplated in Section 6.01(d) or (e).


 


All decisions and determination of the
Trustee regarding the Market Exchange Rate or any alternative determination
provided for in the preceding paragraph shall be in its sole discretion and shall,
in the absence of manifest error, be conclusive to the extent permitted by Jaw
for all purposes and irrevocably binding upon the Company and all
Securityholders.


 


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Section
14.08.   Trust Indenture Act to Control.  If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an
“incorporated provision”) included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.


 


Section
14.09.   Table of Contents, Headings, etc.  The
table of contents and the titles and headings of the articles and sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


 


Section
14.10.   Execution in Counterparts. 
This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.


 


Section
14.11.   Separability; Benefits.  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.


 


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


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of June 26, 2001.


 


 


	
   

  	
  GE FINANCIAL ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas W. Casey

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Ward Bobitz

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE CHASE MANHATTAN BANK

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James P. Freeman

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Natalie B. Pesce

  	
   

  	
   

  
								



 


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