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Exhibit 4.2  


DRS TECHNOLOGIES, INC.  


 TO  


 The Bank of New York  




 Indenture  


Dated as of            , 2006  


Subordinated Debt Securities  








Certain Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:



	Trust Indenture

Act Section
	 	 
	 	Indenture Section

	§310(a)(1)	 	 	 	611
	(a)(2)	 	 	 	611
	(a)(3)	 	 	 	Not Applicable
	(a)(4)	 	 	 	Not Applicable
	(b)	 	 	 	603, 608, 609
	§311(a)	 	 	 	612
	(b)	 	 	 	612
	§312(a)	 	 	 	701, 702
	            	 	 	 	702
	(b)	 	 	 	702
	(c)	 	 	 	702
	§313(a)	 	 	 	703
	(b)	 	 	 	703
	(c)	 	 	 	703
	(d)	 	 	 	703
	§314(a)	 	 	 	704
	(a)(4)	 	 	 	101, 1004
	(b)	 	 	 	Not Applicable
	(c)(1)	 	 	 	102
	(c)(2)	 	 	 	102
	(c)(3)	 	 	 	Not Applicable
	(d)	 	 	 	Not Applicable
	(e)	 	 	 	102
	§315(a)	 	 	 	601
	(b)	 	 	 	605
	(c)	 	 	 	601
	(d)	 	 	 	601
	(e)	 	 	 	514
	§316(a)(1)(A)	 	 	 	502, 512
	(a)(1)(B)	 	 	 	513
	(a)(2)	 	 	 	Not Applicable
	(b)	 	 	 	508
	(c)	 	 	 	104
	§317(a)(l)	 	 	 	503
	(a)(2)	 	 	 	504
	(b)	 	 	 	1003
	§318(a)	 	 	 	107







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









 
 

TABLE OF CONTENTS    
    



	 
	 	Page

	

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	
 	

1
	 	SECTION 101. Definitions.	 	1
	 	SECTION 102. Compliance Certificates and Opinions.	 	7
	 	SECTION 103. Form of Documents Delivered to Trustee.	 	7
	 	SECTION 104. Acts of Holders; Record Dates.	 	8
	 	SECTION 105. Notices, Etc., to Trustee and Company.	 	9
	 	SECTION 106. Notice to Holders; Waiver.	 	10
	 	SECTION 107. Conflict with Trust Indenture Act.	 	10
	 	SECTION 108. Effect of Headings and Table of Contents.	 	10
	 	SECTION 109. Successors and Assigns.	 	10
	 	SECTION 110. Separability Clause.	 	10
	 	SECTION 111. Benefits of Indenture.	 	10
	 	SECTION 112. Governing Law.	 	10
	 	SECTION 113. Legal Holidays.	 	11
	 	SECTION 114. Language of Notices, Etc.	 	11
	 	SECTION 115. Rules by Trustee and Agents.	 	11
	 	SECTION 116. No Adverse Interpretation of Other Agreements.	 	11
	 	SECTION 117. Counterparts.	 	11
	

ARTICLE TWO SECURITY FORMS	
 	

11
	 	SECTION 201. Forms Generally.	 	11
	 	SECTION 202. Form of Legend for Global Securities.	 	12
	 	SECTION 203. Form of Trustee's Certificate of Authentication.	 	12
	 	SECTION 204. Securities in Global Form.	 	12
	

ARTICLE THREE THE SECURITIES	
 	

13
	 	SECTION 301. Amount Unlimited; Issuable in Series.	 	13
	 	SECTION 302. Denominations.	 	16
	 	SECTION 303. Execution, Authentication, Delivery and Dating.	 	16
	 	SECTION 304. Temporary Securities.	 	17
	 	SECTION 305. Registration, Registration of Transfer and Exchange.	 	17
	 	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.	 	19
	 	SECTION 307. Payment of Interest; Interest Rights Preserved.	 	20
	 	SECTION 308. Persons Deemed Owners.	 	21
	 	SECTION 309. Cancellation.	 	21
	 	SECTION 310. Computation of Interest.	 	21
	 	SECTION 311. CUSIP Numbers.	 	22
	

ARTICLE FOUR SATISFACTION AND DISCHARGE	
 	

22
	 	SECTION 401. Satisfaction and Discharge of Indenture.	 	22
	 	SECTION 402. Application of Trust Money.	 	23
	 	 	 









	

ARTICLE FIVE REMEDIES	
 	

23
	 	SECTION 501. Events of Default.	 	23
	 	SECTION 502. Acceleration of Maturity; Rescission and Annulment.	 	24
	 	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.	 	25
	 	SECTION 504. Trustee May File Proofs of Claim.	 	25
	 	SECTION 505. Trustee May Enforce Claims Without Possession of Securities.	 	26
	 	SECTION 506. Application of Money Collected.	 	26
	 	SECTION 507. Limitation on Suits.	 	26
	 	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	27
	 	SECTION 509. Restoration of Rights and Remedies.	 	27
	 	SECTION 510. Rights and Remedies Cumulative.	 	27
	 	SECTION 511. Delay or Omission Not Waiver.	 	28
	 	SECTION 512. Control by Holders.	 	28
	 	SECTION 513. Waiver of Past Defaults.	 	28
	 	SECTION 514. Undertaking for Costs.	 	28
	 	SECTION 515. Waiver of Usury, Stay or Extension Laws.	 	28
	

ARTICLE SIX THE TRUSTEE	
 	

29
	 	SECTION 601. Certain Duties and Responsibilities.	 	29
	 	SECTION 602. Duties of Trustee.	 	29
	 	SECTION 603. Certain Rights of Trustee.	 	30
	 	SECTION 604. Not Responsible for Recitals or Issuance of Securities.	 	31
	 	SECTION 605. Notice of Defaults.	 	31
	 	SECTION 606. Reports by Trustee to Holders of the Securities of Any Series.	 	31
	 	SECTION 607. Compensation and Reimbursement.	 	31
	 	SECTION 608. Resignation and Removal; Appointment of Successor.	 	32
	 	SECTION 609. Acceptance of Appointment by Successor.	 	33
	 	SECTION 610. Merger, Conversion, Consolidation or Succession to Business.	 	34
	 	SECTION 611. Eligibility; Disqualification.	 	34
	 	SECTION 612. Preferential Collection of Claims Against Company.	 	35
	 	SECTION 613. Appointment of Authenticating Agent.	 	35
	

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	
 	

36
	 	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.	 	36
	 	SECTION 702. Preservation of Information; Communications to Holders.	 	36
	 	SECTION 703. Reports by Trustee.	 	36
	 	SECTION 704. Reports by Company.	 	36
	

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	
 	

37
	 	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.	 	37
	 	SECTION 802. Successor Substituted.	 	37
	

ARTICLE NINE SUPPLEMENTAL INDENTURES	
 	

38
	 	SECTION 901. Supplemental Indentures Without Consent of Holders.	 	38
	 	SECTION 902. Supplemental Indentures With Consent of Holders.	 	39
	 	SECTION 903. Execution of Supplemental Indentures.	 	40
	 	SECTION 904. Effect of Supplemental Indentures.	 	40
	 	SECTION 905. Conformity with Trust Indenture Act.	 	40
	 	SECTION 906. Reference in Securities to Supplemental Indentures.	 	40
	 	 	 









	

ARTICLE TEN COVENANTS	
 	

41
	 	SECTION 1001. Payment of Principal, Premium and Interest.	 	41
	 	SECTION 1002. Maintenance of Office or Agency.	 	41
	 	SECTION 1003. Money for Securities Payments to Be Held in Trust.	 	41
	 	SECTION 1004. Statement by Officers as to Default.	 	42
	 	SECTION 1005. Existence.	 	42
	 	SECTION 1006. Waiver of Certain Covenants.	 	42
	

ARTICLE ELEVEN REDEMPTION OF SECURITIES	
 	

43
	 	SECTION 1101. Applicability of Article.	 	43
	 	SECTION 1102. Election to Redeem; Notice to Trustee.	 	43
	 	SECTION 1103. Selection by Trustee of Securities to Be Redeemed.	 	43
	 	SECTION 1104. Notice of Redemption.	 	43
	 	SECTION 1105. Deposit of Redemption Price.	 	44
	 	SECTION 1106. Securities Payable on Redemption Date.	 	44
	 	SECTION 1107. Securities Redeemed in Part.	 	45
	

ARTICLE TWELVE SINKING FUNDS	
 	

45
	 	SECTION 1201. Applicability of Article.	 	45
	 	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.	 	45
	 	SECTION 1203. Redemption of Securities for Sinking Fund.	 	45
	

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE	
 	

46
	 	SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance.	 	46
	 	SECTION 1302. Defeasance and Discharge.	 	46
	 	SECTION 1303. Covenant Defeasance.	 	46
	 	SECTION 1304. Conditions to Defeasance or Covenant Defeasance.	 	47
	 	SECTION 1305. Acknowledgment of Discharge By Trustee.	 	48
	 	SECTION 1306. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.	 	48
	 	SECTION 1307. Reinstatement.	 	49
	

ARTICLE FOURTEEN SUBORDINATION OF SECURITIES	
 	

49
	 	SECTION 1401. Securities Subordinate to Senior Debt.	 	49
	 	SECTION 1402. Payment Over of Proceeds Upon Dissolution, Etc.	 	49
	 	SECTION 1403. Subrogation to Rights of Holders of Senior Debt.	 	50
	 	SECTION 1404. Provisions Solely to Define Relative Rights.	 	50
	 	SECTION 1405. Trustee to Effectuate Subordination.	 	50
	 	SECTION 1406. No Waiver of Subordination Provisions.	 	50
	 	SECTION 1407. Notice to Trustee.	 	51
	 	SECTION 1408. Reliance On Judicial Order or Certificate of Liquidating Agent.	 	52
	 	SECTION 1409. Trustee Not Fiduciary for Holders of Senior Debt.	 	52
	 	SECTION 1410. Rights of Trustee As Holder of Senior Debt; Preservation of Trustee's Rights.	 	52
	 	SECTION 1411. Article Applicable to Paying Agents.	 	52
	 	SECTION 1412. Certain Conversions or Exchanges Deemed Payment.	 	52
	 	SECTION 1413. Defeasance of This Article Fourteen.	 	53
	

ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES	
 	

53
	 	SECTION 1501. Exemption from Individual Liability.	 	53













        INDENTURE, dated as of                        , 2006 between DRS Technologies,
 Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the
"Company"), having its principal office at 5 Sylvan Way, Parsippany, New Jersey 07054 and The Bank of New York a New York banking corporation, as Trustee (herein called the "Trustee"). 


 
 

Recitals of The Company    
    


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


        All
things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

ARTICLE ONE
  
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
    


SECTION
101.    Definitions.


        For
all purposes of this Indenture, except as otherwise expressly provided (including as otherwise contemplated by Section 301 with respect to any series of Securities) or unless
the context otherwise requires: 



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


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


        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of
America, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted as consistently applied by the Company at the date of such computation; 


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


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


        (6)   words
importing any gender include the other genders; 


        (7)   references
to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; 


        (8)   references
to "writing" include printing, typing, lithography and other means of reproducing words in a tangible, visible form; 



        (9)   the
words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; and 








 




        (10) unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and
instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture. 




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


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


        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; provided that a Person will be deemed to be an Affiliate if the Company has knowledge that such Person beneficially owns 10% or more of
the Voting Stock of the Company; provided, further, that the Company shall only be deemed to have knowledge of any Person beneficially owning 10% or more of the Company's Voting Stock if such Person
has filed a statement of beneficial ownership pursuant to Sections 13(d) or 13(g) of the Exchange Act or has provided written notice thereof to the Company. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative meanings. 


        "Agent"
means the Securities Registrar, or any Paying Agent or additional paying agent. 


        "Authenticating
Agent" means any Person authorized by the Trustee pursuant to Section 613 to act on behalf of the Trustee to authenticate Securities of one or more series. 


        "Bankruptcy
Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 


        "Board
of Directors" means: 



        (1)   with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 



        (2)   with
respect to a partnership, the Board of Directors of the general partner of the partnership; 


        (3)   with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and 


        (4)   with
respect to any other Person, the board or committee of such Person serving a similar function. 




        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee
of the Board of Directors or officers of the Company to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 


        "Business
Day," when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place
of Payment are authorized or obligated by law or executive order to close. 


        "Capital
Stock" means: 



        (1)   in
the case of a corporation, corporate stock; 


        (2)   in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 



2







 




        (3)   in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and 



        (4)   any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 




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


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


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



        "Corporate
Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which as of the date hereof is
located at 101 Barclay Street, Floor 8W, NY, NY 10286 Attn: Corporate Trust Administration. 


        "Corporation"
means a corporation, association, company, joint-stock company. limited liability company or business trust. 


        "Covenant
Defeasance" has the meaning specified in Section 1303. 



        "Defaulted
Interest" has the meaning specified in Section 307. 


        "Defeasance"
has the meaning specified in Section 1302. 


        "Depositary"
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 


        "Event
of Default" has the meaning specified in Section 501. 


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


        "Expiration
Date" has the meaning specified in Section 104. 


        "Global
Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202 (or such legend as may be specified as
contemplated by Section 301 for such Securities). 



        "Government
Obligation" has the meaning specified in Section 1304. 


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


        "Indenture"
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and 


3







 



govern
this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by
Section 301. 


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


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



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


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


        "Notice
of Default" means a written notice of the kind specified in Section 501(4). 



        "Officer's
Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or any Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officer's Certificate given pursuant to Section 1004 shall be
the principal executive, financial or accounting officer of the Company. 


        "Opinion
of Counsel" means an opinion from legal counsel that meets the requirements of Section 102 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company. 


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


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



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



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


        (3)   Securities
as to which Defeasance has been effected pursuant to Section 1302; and 


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


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver, or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount 



4







 




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




        "Paying
Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. The Company initially authorizes
and appoints the Trustee as the Paying Agent for the Securities. 



        "Person"
or "person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or other entity. 


        "Place
of Payment," when used with respect to the Securities of any series, means the place or places specified in accordance with Section 301 where the principal of and any
premium and interest on the Securities of that series are payable. 


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


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


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



        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by
Section 301. 


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


5









  





        "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 


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


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


        "Senior
Debt" means all amounts due on obligations in connection with any of the following, whether outstanding at the date of execution of this Indenture or thereafter incurred or
created: (i) the principal of (and premium, if any) and interest due on the Company's indebtedness for borrowed money and indebtedness evidenced by securities, debentures, bonds or other
similar instruments issued by the Company; (ii) all of the Company's capital lease obligations; (iii) any of our obligations as lessee under leases required to be capitalized on the
balance sheet of the lessee under generally accepted accounting principles; (iv) all of the Company's obligations for the reimbursement on any letter of credit, banker's acceptance, security
purchase facility or similar credit transaction; (v) all of the Company's obligations in respect of interest rate swap, cap or other agreements, interest rate future or options contracts,
currency swap agreements, currency future or option contracts and other similar agreements; (vi) all obligations of the types referred to above of other persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise; and (vii) all obligations of the types referred to above of other persons secured by any lien on any property or asset of
the Company (whether or not such obligation is assumed by the Company); provided however, that the following will not constitute Senior Indebtedness: (a) any indebtedness which expressly
provides (i) that such indebtedness shall not be senior in right of payment to the Securities, or (ii) that such indebtedness shall be subordinated to any other indebtedness of the
Company, unless such indebtedness expressly provides that such indebtedness shall be senior in right of payment to the Securities; (b) any indebtedness of the Company in respect of the
Securities; (c) any indebtedness or liability for compensation to employees, for goods or materials purchased in the ordinary course of business or for services; (d) any indebtedness of
the Company to any subsidiary; and (e) any liability for federal, state, local or other taxes owed or owing by the Company. 


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



        "Stated
Maturity," when used with respect to any Security or any installment of principal thereof or premium, if any, or interest thereon, means the date specified in such Security as
the fixed date on
which the principal of or premium, if any, on such Security or such installment of principal or interest is due and payable. 


        "Subsidiary"
means with respect to any specified Person: 



        (1)   any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or
a combination thereof); and 


        (2)   any
partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 




        "Trust
Indenture Act" or "TIA" means the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust 


6







 

Indenture
Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 



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


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


        "Voting
Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 


SECTION
102. Compliance Certificates and Opinions.


        Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer's Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 


        Every
certificate or opinion (other than (i) certificates provided for in Section 1004 and (ii) a certificate provided pursuant to Section 314(a)(4) of the
Trust Indenture Act), with respect to compliance with a condition or covenant provided for in this Indenture shall comply with the provisions of Section 314(e) of the Trust Indenture Act and
must include: 



        (1)   a
statement the Person signing 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 opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of such Person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has been satisfied; and 



        (4)   a
statement as to whether, in the opinion of such Person, such condition or covenant has been satisfied. 




SECTION
103. Form of Documents Delivered to Trustee.


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



        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer's certificate or opinion
is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a 


7







 



certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless
such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 


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


SECTION
104. Acts of Holders; Record Dates.


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


        The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


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


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



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


8







 



shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106. 


        The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or
(iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such
record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the
date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 


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


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


SECTION
105. Notices, Etc., to Trustee and Company.


        Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with, 



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


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



9







 





SECTION
106. Notice to Holders; Waiver.


        Except
as otherwise expressly provided herein, where this Indenture provides for notice of any event to Holders of Securities, such notice shall be sufficiently given to Holders of
Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at the address of such Holder as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 


        In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders. 


        Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 


SECTION
107. Conflict with Trust Indenture Act.


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



SECTION
108. Effect of Headings and Table of Contents.


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


SECTION
109. Successors and Assigns.


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


SECTION
110. Separability Clause.


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


SECTION
111. Benefits of Indenture.


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


SECTION
112. Governing Law.


        THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE 


10







 



APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


SECTION
113. Legal Holidays.


        In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as
if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no additional interest shall accrue as the result of such delayed payment. 


SECTION
114. Language of Notices, Etc.


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


SECTION
115. Rules by Trustee and Agents.



        The
Trustee may make reasonable rules for action by or at a meeting of Holders of Securities of any series. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 


SECTION
116. No Adverse Interpretation of Other Agreements.


        This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 


        SECTION
117. Counterparts.


        The
parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 


 
 

ARTICLE TWO
  
    SECURITY FORMS    
    


SECTION
201. Forms Generally.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be in substantially the forms set forth in Exhibits A
and A1 or in such other form (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such
series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such
temporary global Security). 


11









  





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


SECTION
202.    Form of Legend for Global Securities.


        Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form: 


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


SECTION
203.    Form of Trustee's Certificate of Authentication. 


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


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



	 	 	 	 
	 	 	
As Trustee
	

 	
 	

By	

 
	 	 	 	

	 	 	 	Authorized Signatory
	

 	
 	

Dated:	

 
	 	 	 	






SECTION 204.    Securities in Global Form.


        If
Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (26) of Section 301 and
the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery 


12







 



or
redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. 


        The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee the Security in global from together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 


        Notwithstanding
the provisions of Section 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on
any Security in permanent global form shall be made to the Person or Persons specified therein. 


 
 

ARTICLE THREE
  
    THE SECURITIES    
    


SECTION
301.    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. At or prior to the issuance of Securities of any series, the following shall be established in or pursuant to a Board Resolution, an
Officer's Certificate or one or more indentures supplemental hereto: 



        (1)   the
title of the Securities of the series (including CUSIP Numbers which shall distinguish the Securities of the series from Securities of any other series) and the
price or prices at which we will sell the Securities; 


        (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 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series
may be increased above such amount by a Board Resolution to such effect; 


        (3)   the
date or dates on which the principal of any Securities of the series is payable, or the method by which such date or dates shall be determined or extended; 


        (4)   the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of
such extension or deferral; 


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



13







 




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


        (7)   if
applicable, the Person or Persons to whom interest on any Securities of the series shall be payable, if other than the Person in whose name the security is registered
on the record date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary Global Security will be paid if other than the manner provided in this
Indenture; 


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



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


        (10) if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the
manner in which such amounts shall be determined; 


        (11) if
other than the currency of the United States of America, the currency, currencies or currency units, including composite currencies, in which the principal of or any
premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of "Outstanding" in Section 101; 


        (12) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest
on such Securities as to which such election is made shall be payable, the period or periods within or the date or dates on which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be determined); 


        (13) the
percentage of the principal amount at which such Securities will be issued and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined; 


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


        (15) if
applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible or shall be defeasible in a manner varying from
Section 1302 and Section 1303; 


        (16) whether
the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all or such portion of
the Securities of such series and provisions for the exchange of such temporary Global Security for definitive Securities of such series; 



14







 

        (17) if
applicable, that any Securities of the series, or any portion thereof, shall be issuable in whole or in part in the form of one or more Global Securities and, in
such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 202 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for
such Global Security or a nominee thereof; 


        (18) any
addition or change in the form of the Securities of any series set forth in Exhibits A and A1 hereto or to the form of certificate set forth in Exhibit C1 hereto; 



        (19) any
addition or change in the provisions related to transfer and exchange set forth in Section 305 which applies to Securities of the series; 


        (20) any
addition or change in the provisions set forth in Article Eight which applies to Securities of the series; 


        (21) any
addition or change in the provisions related to satisfaction and discharge set forth in Article Four which applies to the supplemental indenture for Securities of
the series; 


        (22) any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of
such Securities to declare the principal amount thereof due and payable pursuant to Section 502 and any addition or change in the provisions set forth in Article Five which applies to
Securities of the series; 


        (23) any
addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; 


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


        (25) the
appointment of any Paying Agent or Agents for the Securities of such series, if other than the Trustee; 


        (26) the
terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, including common stock, preferred stock or
other securities, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange; 


        (27) the
terms and conditions, if any, pursuant to which the Securities of the series are secured; 


        (28) any
restriction or condition on the transferability of the Securities of such series; 


        (29) any
addition or change in the provisions related to the Trustee set forth in Articles Six and Fourteen which applies to Securities of such series; 


        (30) any
addition or change in the provisions related to supplemental indentures set forth in Sections 901 and 902 which applies to Securities of such series; 


        (31) provisions,
if any, granting special rights to Holders upon the occurrence of specified events; 


        (32) any
addition or change to any of the definitions set forth in Section 101 which applies to Securities of such series; 



15







 




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


        (34) if
applicable, that the Securities of the series, or any portion thereof, shall be guaranteed by certain of the Company's subsidiaries; 



        (35) the
specific subordination provisions applicable to the Securities, if other than as set forth in Article Fourteen herein; and 


        (36) any
other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)). 




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. 



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


        The
Securities shall be subordinated in right of payment to Senior Debt as provided in Article Fourteen. 


SECTION
302.    Denominations. 



        The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the
absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 


SECTION
303.    Execution, Authentication, Delivery and Dating.


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



        Securities
bearing the manual or facsimile signature of an individual who was at any time the Company's Chairman of the Board, its Vice Chairman of the Board, its President or any one of
its Vice Presidents shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office
at the date of such Securities. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating that the conditions precedent, if any, provided for in this Indenture have been complied with. 


        If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee's own 


16







 

rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 


        Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officer's Certificate or Company Order otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. 


        Each
Security shall be dated the date of its authentication. 


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


SECTION
304.    Temporary Securities. 


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


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


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


SECTION
305.    Registration, Registration of Transfer and Exchange.



        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any series of Securities, the Company may at any time rescind the designation 


17







 



of
any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such
series. The Company may at any time designate additional transfer agents with respect to any series of Securities. 


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


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



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


        Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 



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


        Neither
the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of
any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. 


        The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 



        (1)   Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 


        (2)   Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act at a time
when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days, (B) the Company in its sole
discretion determines that such Global Security will be so exchangeable or transferable and executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or
transferable, (C) there shall 



18







 




have
occurred and be continuing an Event of Default with respect to the Securities represented by such Global Security, or (D) there shall exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. 


        (3)   Subject
to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 


        (4)   Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant
to this Section 305, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 




SECTION
306.    Mutilated, Destroyed, Lost and Stolen Securities.


        If
any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding and shall cancel and destroy such mutilated Security. 


19









  





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


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


        Upon
the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses of the Trustee, its agents and counsel) connected therewith. 


        Every
new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder. 


        The
provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities. 


SECTION
307.    Payment of Interest; Interest Rights Preserved.  



        Except as otherwise contemplated by Section 301 with respect to any series of Securities, interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest. 


        Any
Paying Agents will be identified in a supplemental indenture hereto. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent;
however, the Company at all times will be required to maintain a Paying Agent in each Place of Payment for each series of Securities. 



        Unless
otherwise contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any series which is payable, but is not timely paid or duly
provided for, on any Interest Payment Date for Securities of such series (herein called "Defaulted Interest"), shall forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest plus, to the extent lawful, interest payable on defaulted interest, shall be paid by the Company, as provided in
Clause (1) or (2) below (at the Company's election): 



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount 



20







 

proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 5 days prior to the date of the proposed payment and not less than 5 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2). 


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




        Subject
to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


SECTION
308.    Persons Deemed Owners.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Company, the Trustee and any Agent shall deem and treat the
Person in whose name any Security shall be registered upon the Security Register for such series as the absolute owner of such Security for the purpose of receiving payment of or on account of the
principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes. 


SECTION
309.    Cancellation.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, all Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 309,
except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner. The Trustee shall return cancelled Securities
to the Company upon its request therefor. 


SECTION
310.    Computation of Interest.  


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


21







 



months
and interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days
elapsed in any partial month. 


SECTION
311.    CUSIP Numbers.  


        The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, (except as otherwise contemplated by Section 301) with
respect to any series of Securities, if so, the Trustee shall use such "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will notify the Trustee of any change in
"CUSIP" numbers. 


 
 

ARTICLE FOUR
  
    SATISFACTION AND DISCHARGE    
    


SECTION
401.    Satisfaction and Discharge of Indenture.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, this Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive additional amounts, as otherwise provided in
this Section 401), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 


        (1)   either




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


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



        (i)    have
become due and payable, or 


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



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





and
the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in
the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 


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


22







 



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



        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee or the Company to
any Authenticating Agent under Section 613 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge. Each supplemental indenture with respect to any series of Securities may
provide terms for satisfaction and discharge of such supplemental indenture and such terms shall control as to such supplemental indenture. 



SECTION
402.    Application of Trust Money.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has
been deposited with the Trustee. 


 
 

ARTICLE FIVE
  
    REMEDIES    
    


SECTION
501.    Events of Default.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, "Event of Default," wherever used herein with respect to the
Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Fourteen or be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 



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


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


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



        (4)   default
in the performance, or breach, in any material respect, of any covenant or warranty of the Company in this Indenture with respect to a Security of that series
(other than a covenant or warranty a default in the performance of which or the breach of which is specifically covered elsewhere in this Section 501 or which has expressly been included in
this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" under this Indenture; or 



23







 




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


        (6)   the
commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an
assignment of a substantial part of its property for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or 


        (7)   any
other Event of Default provided with respect to Securities of that series established as provided in Section 301. 




        Provided,
however, that no event described in Clause (4), (5), (6) or (other than with respect to a payment default) (7) above shall constitute an Event of Default
hereunder until a Responsible Officer assigned to and working in the Trustee's corporate trust department has actual knowledge thereof or until a written notice of any such event is received by the
Trustee at the Corporate Trust Office, and
such notice refers to the facts underlying such event, the Securities generally, the Company and the Indenture. 


SECTION
502.    Acceleration of Maturity; Rescission and Annulment.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified
in Section 501(5) or 501(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in
Section 501(5) or 501(6) occurs and is continuing, then in every such case, the principal amount of all of the Securities of that series then Outstanding shall automatically, and without any
declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. 


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, at any time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as 


24







 



hereinafter
provided in this Article Five, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if: 



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



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


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


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


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




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




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


SECTION
503.    Collection of Indebtedness and Suits for Enforcement by Trustee.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Company covenants that if 



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


        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 




the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any
premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, all amounts owing the Trustee, its agents and counsel under Section 607, as supplemented by any supplemental indenture. 


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


SECTION
504.    Trustee May File Proofs of Claim.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, in case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such 


25







 



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



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


SECTION
505.    Trustee May Enforce Claims Without Possession of Securities.  



        Except as otherwise contemplated by Section 301 with respect to any series of Securities, all rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 


SECTION
506.    Application of Money Collected.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, any money or property collected or to be applied by the Trustee
with respect to a series of Securities pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money
or property on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid: 



FIRST:
To the payment of all amounts due the Trustee under Section 607 as supplemented by any supplemental indenture; 



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


THIRD:
To the payment of the remainder, if any, to the Company. 




SECTION
507.    Limitation on Suits.  



        Except as otherwise contemplated by Section 301 with respect to any series of Securities, no Holder of any Security of any series shall have any right to
pursue any remedy hereunder, unless 



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


        (2)   the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to pursue the remedy; 



26







 




        (3)   such
Holder or Holders have offered and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 


        (4)   the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of security or indemnity;
and 


        (5)   during
such 60-day period the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series do not give the Trustee a
direction inconsistent with the request; 




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to prejudice
the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture. 


SECTION
508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.  



        Notwithstanding any other provision in this Indenture (except as otherwise contemplated by Section 301 with respect to any series of Securities), the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder. 


SECTION
509.    Restoration of Rights and Remedies.  


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


SECTION
510.    Rights and Remedies Cumulative.  


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


27









  





SECTION 511.    Delay or Omission Not Waiver.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, no delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. 


SECTION
512.    Control by Holders.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that 



        (1)   such
direction shall not be in conflict with any rule of law or with this Indenture, and 


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




SECTION
513.    Waiver of Past Defaults.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a
default 



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



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




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


SECTION
514.    Undertaking for Costs.  


        In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs including reasonable attorneys' fees and expenses against any
such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. 


SECTION
515.    Waiver of Usury, Stay or Extension Laws.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, 


28







 



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


 
 

ARTICLE SIX
  
    THE TRUSTEE    
    


SECTION
601.    Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act.  


SECTION 602.    Duties of Trustee.  


        In furtherance of and subject to Section 601: 



        (1)   If
an Event of Default has occurred and is continuing with respect to any series of Securities, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 


        (2)   Except
during the continuance of an Event of Default: 



        (A)  the
duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any other document executed by the Trustee in connection with or related to any
series of Securities against the Trustee; and 


        (B)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof
to be furnished to it the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. 



        (3)   The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 


        (A)  this
paragraph does not limit the effect of paragraph (2) of this Section 602; 


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


        (C)  the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 512 or 513 hereof, or with respect to any series of Securities, provisions in the supplemental indenture for such series that supercede Section 512 and 513 hereof. 




        (4)   Whether
or not therein expressly so provided, every provision of this Indenture or any other document executed by the Trustee in connection with or related to any series
of Securities that in any way relates to the Trustee is subject to paragraphs (1), (2), (3), (5) and (6) of this Section 602. 


        (5)   No
provision of this Indenture or document executed by the Trustee in connection with any series of Securities will require the Trustee to expend or risk its own funds
or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this 



29







 




Indenture
or document executed by the Trustee in connection with or related to any series of Securities at the request of any Holders, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense. 



        (6)   The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 




SECTION
603.    Certain Rights of Trustee.



        (1)   The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document. 


        (2)   Before
the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action
it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 



        (3)   The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. 


        (4)   The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture or any supplement thereto. 


        (5)   Unless
otherwise specifically provided in this Indenture or any supplement thereto, any demand, request, direction or notice from the Company shall be sufficient if
signed by the Company's Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. 



        (6)   The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any supplement thereto at the request or direction of
any of the Holders unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction. 


        (7)   The
Trustee in its individual or any other capacity may become the owner or pledgee of the Securities of any series and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 611 and 612
hereof. 


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


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



30







 




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




SECTION
604.    Not Responsible for Recitals or Issuance of Securities.  


        The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or any other document executed by the Trustee
in connection with or related to any series of Securities, it shall not be accountable for the Company's use of the proceeds from any series of Securities or any money paid to the Company or upon the
Company's direction under any provision of this Indenture or any supplement thereto, it will not be responsible for the use or application of any money received by any Paying Agent other than the
Trustee, it will not be responsible for any statement or recital herein or any statement in any series of Securities or any other document executed by the Trustee in connection with any series of
Securities in connection with the sale of any series of Securities or pursuant to this Indenture or any supplement thereto other than its certificate of authentication, and it will not be responsible
for any actions or inactions of any collateral trustee with respect to the collateral, if any, and shall have no duty to monitor, review or otherwise act with respect to any collateral in connection
with any series of Securities. 



SECTION
605.    Notice of Defaults.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, if a Default or Event of Default occurs and is continuing with
respect to Securities of any series and if it is known to the Trustee, the Trustee shall mail to Holders of such series a notice of the Default or Event of Default within 90 days after
it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or special interest, if any, or interest on Securities of any series, the Trustee may withhold from
Holders the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the best interests of the Holders of Securities of such series. 



SECTION
606.    Reports by Trustee to Holders of the Securities of Any Series.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities: 



        (1)   within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as the Securities of any series
remain Outstanding, the Trustee shall mail to the Holders of such series a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee
shall also transmit by mail all reports as required by TIA § 313(c); and 


        (2)   a
copy of each report at the time of its mailing to the Holders of Outstanding Securities of any series shall be mailed by the Trustee to the Company and filed by the
Trustee with the SEC and each stock exchange, if any, on which the Securities of such series are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when
Securities of any series are listed on any stock exchange. 




SECTION
607.    Compensation and Reimbursement.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Company agrees: 



        (1)   to
pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree
in writing 



31







 

from
time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


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



        (3)   to
indemnify the Trustee for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith
on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except those determined to have been caused by its own negligence, willful misconduct or bad faith; 


        (4)   the
obligations of the Company under this Section 607 will survive the satisfaction and discharge of this Indenture; 


        (5)   [intentionally
left blank]; 


        (6)   when
the Trustee incurs expenses or renders services after an Event of Default specified in Section 501 (6) or (7) hereof occurs, the expenses and
the compensation for its services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law; 


        (7)   the
Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture Act to the extent applicable; and 



        (8)   the
Company's obligations under this Section 607 shall survive the resignation or removal of the Trustee, any termination of this Indenture, including any
termination or rejection of this Indenture in any insolvency or similar proceeding and the repayment of all Securities of any series. 




SECTION
608.    Resignation and Removal; Appointment of Successor.  


        No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 609. 



        The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. The Holders of a majority in aggregate principal
amount of the then Outstanding Securities of any series may remove the Trustee, as to that series, by so notifying the Trustee and the Company in writing. The Company may remove the Trustee with
respect to all Securities if: 


        If
at any time: 



        (1)   the
Trustee fails to comply with Section 611 hereof; 


        (2)   the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (3)   a
custodian or public officer takes charge of the Trustee or its property; or 


        (4)   the
Trustee becomes incapable of acting. 




        If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, 


32







 

by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee takes office, the Holders of a majority in principal amount of the Outstanding Securities of such series may appoint a successor Trustee to replace the successor
Trustee appointed by the Company. 


        If,
within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Indenture, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. 



        If
no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by this
Indenture, Holders of at least 10% in aggregate principal amount of the Outstanding Securities of such series or the resigning or removed Trustee may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


        If
the Trustee with respect to the Securities of any series, after written request by any Holder who has been a bona fide Holder of a Security of such series for at least six months,
fails to comply with Section 611 such Holder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for removal of the Trustee and appointment
of a successor Trustee with respect to the Securities of such series. 


        The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 


SECTION
609.    Acceptance of Appointment by Successor.  


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


        In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto (in form and substance satisfactory to the retiring Trustee, the successor
Trustee and the Company) wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of 


33







 



that
or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustee's
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
provided all sums owing to the Trustee hereunder have been paid. Notwithstanding replacement of the Trustee, the Company's obligations under Section 607 hereof, as modified as to any series of
Securities by any supplemental indenture, shall continue for the benefit of the retiring Trustee. 


        Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 



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


SECTION
610.    Merger, Conversion, Consolidation or Succession to Business.  


        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without any further
act. 


SECTION
611.    Eligibility; Disqualification.  


        There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of
one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $100,000,000. If any
such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 611 and to
the extent permitted by the TIA, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 611, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six. 


        This
Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 


34







 



SECTION
612.    Preferential Collection of Claims Against Company.  


        The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein. 


SECTION
613.    Appointment of Authenticating Agent.  



        The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and binding obligations enforceable 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. In order to be eligible to serve as an Authenticating Agent under this Indenture, each Authenticating Agent and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not
less than $100,000,000 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 613, 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 613, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 613. 


        Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating
Agent shall be the successor Authenticating Agent hereunder, 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 613, the Trustee may appoint a successor Authenticating Agent and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 613. 


        The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 613, and in the event that the Trustee shall
pay the Authenticating Agent, the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 


35







 



        If
an appointment with respect to one or more series is made pursuant to this Section 613, the Securities of such series may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in the following form: 


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



	Date of authentication:
                                
	

 	

	

,	

 
	 	as Trustee	 	 
	

By:	

	

,	

 
	 	as Authenticating Agent	 	 
	

By:	

 Authorized Signatory	

 	

 




 
 

ARTICLE SEVEN
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    


SECTION
701.    Company to Furnish Trustee Names and Addresses of Holders.  


        Except as otherwise contemplated by Section 301 with respect to any series of Securities, the Company will furnish or cause to be furnished to the Trustee: 



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


        (2)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; 




excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 


SECTION
702.    Preservation of Information; Communications to Holders.  


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


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


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



SECTION
703.    Reports by Trustee.  


        The Trustee shall transmit to Holders such reports specified in Section 606 hereof. 


SECTION
704.    Reports by Company.


        The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act. 


36








  



 
 

ARTICLE EIGHT
  
    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    
    


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


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Company may not (a) merge with or into or consolidate with, or
(b) sell, assign, transfer, lease or convey its properties and assets substantially as an entirety to any Person, other than, with respect to this clause (b), a direct or indirect
wholly-owned subsidiary of the Company, unless: 



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


        (2)   immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing; and 


        (3)   the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article
Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; provided, however, that the delivery of an Officer's Certificate or an Opinion of
Counsel is not required with respect to any consolidation, merger, conveyance, transfer or lease involving the Company and any direct or indirect wholly owned subsidiary of the Company. 




SECTION
802.    Successor Substituted.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, upon any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Securities. 


37







 


 
 

ARTICLE NINE
  
    SUPPLEMENTAL INDENTURES    
    


SECTION
901.    Supplemental Indentures Without Consent of Holders.


        Without
the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 



        (1)   to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and
obligations of the Company pursuant to Article Eight; or 


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



        (3)   to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series), provided, however, that in respect of
any such additional Events of Default 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 or may limit the right of the Holders of a majority
in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or 


        (4)   to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 


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


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


        (7)   to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 


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


        (9)   to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 609; or 


        (10) to
cure any ambiguity or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any
other provisions 



38







 

with
respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not materially adversely affect the interests, taken as a whole,
of the Holders of Securities of any series; or 


        (11) to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 401, 1302 and 1303; provided that any such action shall not adversely affect the interests of the holders of Securities of such series or any other series of
Securities; or 


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


        (13) to
add any subsidiaries of the Company as guarantors in respect of one or more series of Securities; or 



        (14) to
add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act,
provided that such action does not adversely affect the rights or interests of any Holder of Securities. 




SECTION
902.    Supplemental Indentures With Consent of Holders.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture (with the Holders of each series of Securities voting together as a single class), by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that, except as otherwise contemplated by Section 301 with respect to any series of Securities, no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby, 



        (1)   except
to the extent otherwise specified in the form or terms of the Securities of any series as permitted by Sections 201 and 301 with respect to extending the Stated
Maturity of any Security of such series, change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or 


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


        (3)   modify
any of the provisions of this Section 902, Section 513 or Section 1006, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this 



39







 




Section 902
and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 609 and 901(9); or 


        (4)   if
the Securities of any series are convertible or exchangeable into any other securities or property of the Company, make any change that adversely affects the right to
convert or exchange any Security of such series (except as permitted by Section 901) or decrease the conversion or exchange rate or increase the conversion price of any such Security of such
series; or 


        (5)   if
the Securities of any series are secured, change the terms and conditions pursuant to which the Securities of such series are secured in a manner adverse to the
Holders of the secured Securities of such series. 




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


        It
shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof. 


SECTION
903.    Execution of Supplemental Indentures.


        In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise. 


SECTION
904.    Effect of Supplemental Indentures.


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


SECTION
905.    Conformity with Trust Indenture Act.


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


SECTION
906.    Reference in Securities to Supplemental Indentures.


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


40







 


 
 

ARTICLE TEN
  
    COVENANTS    
    


SECTION
1001.    Payment of Principal, Premium and Interest.


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


SECTION
1002.    Maintenance of Office or Agency.



        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Company will maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purpose. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 


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


SECTION
1003.    Money for Securities Payments to Be Held in Trust.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, if the Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate to the extent required by law and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so to act. 


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


        The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent
and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, 


41







 



forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 


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


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


SECTION
1004.    Statement by Officers as to Default.



        Except
as otherwise specified as contemplated by Section 301 for Securities of such series, the Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officer's Certificate stating whether or not to the best knowledge of the signers thereof the Company, is in default in the performance and
observance of any of the terms, provisions, covenants and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 


SECTION
1005.    Existence.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 


SECTION
1006.    Waiver of Certain Covenants.



        Except
as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(23), 901(2) or 901(7) for the benefit of the Holders of such series or in
Section 1005, if the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect. 


42








  



 
 

ARTICLE ELEVEN    
    


 
  REDEMPTION OF SECURITIES    
    


SECTION
1101.    Applicability of Article.



        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 301 for such Securities) in accordance with this Article Eleven. 


SECTION
1102.    Election to Redeem; Notice to Trustee.


        The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In
case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, not less than 30 nor more than 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer's Certificate evidencing compliance with such restriction. 


SECTION
1103.    Selection by Trustee of Securities to Be Redeemed.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, if less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the preceding sentence. 


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


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


SECTION
1104.    Notice of Redemption.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 


43







 



        With
respect to Securities of each series to be redeemed, each notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if available) and shall state: 



        (1)   the
Redemption Date; 


        (2)   the
Redemption Price; 


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


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


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


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




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


SECTION
1105.    Deposit of Redemption Price.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, on or before the Redemption Date specified in the notice of redemption given as provided
in Section 1104, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date. 


SECTION
1106.    Securities Payable on Redemption Date.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to (but excluding) the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, in the event the
Stated Maturity is on or prior to the Redemption Date such installments of interest will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 



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


44







 

SECTION
1107.    Securities Redeemed in Part.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, any Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. If a Global Security is so surrendered, such new Security so issued shall be a new Global Security. 


 
 

ARTICLE TWELVE    
    


 
  SINKING FUNDS    
    


SECTION
1201.    Applicability of Article.


        The
provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 301 for such Securities. 


        The
minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a "mandatory sinking fund payment," and any sinking fund
payment in excess of such minimum amount which is permitted to be made by the terms of such Securities is herein referred to as an "optional sinking fund payment". If provided for by the terms of any
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of such Securities. 


SECTION
1202.    Satisfaction of Sinking Fund Payments with Securities.



        The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as
and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. 


SECTION
1203.    Redemption of Securities for Sinking Fund.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, not less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 15 nor more than 45 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in 


45







 



the
name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107. 


 
 

ARTICLE THIRTEEN    
    


 
  DEFEASANCE AND COVENANT DEFEASANCE    
    


SECTION
1301.    Company's Option to Effect Defeasance or Covenant Defeasance.


        The
Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, (unless
designated pursuant to Section 301 as not being defeasible pursuant to such Section 1302 or 1303), in accordance with any applicable requirements provided pursuant to Section 301
and upon compliance with the conditions set forth below in this Article Thirteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities. 


SECTION
1302.    Defeasance and Discharge.


        Upon
the Company's exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed
to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option (if any) to have this Section 1302 applied to any
Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities. 


SECTION
1303.    Covenant Defeasance.


        Upon
the Company's exercise of its option (if any) to have this Section 1303 applied to any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Article Eight (and any covenant applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision) and
(2) the occurrence of any event specified in Section 501 (with respect to Article Eight) (and any other Event of Default applicable to such Securities that are determined pursuant to
Section 301 to be subject to this provision) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on
and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or clause, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or clause or by reason of any reference in any such Section or clause to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby. 


46







 



SECTION
1304.    Conditions to Defeasance or Covenant Defeasance.



        The
following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be: 



        (1)   The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination
thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, "Government Obligation" means (x) any security which is (i) a direct obligation of
the United States of America for the payment of which the full faith and credit of the United States of America 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 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) as custodian with respect to any 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 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 Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt. 


        (2)   In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be
subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 


        (3)   In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Covenant Defeasance were
not to occur. 


        (4)   Such
Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301. 



47







 




        (5)   No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities shall have occurred and be continuing at
the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day). 


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



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


        (8)   At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing,
(B) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would otherwise
have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and (C) no other event of default with respect to any Senior Debt shall have occurred and be
continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on
which it would otherwise have become due and payable. 




SECTION
1305.    Acknowledgment of Discharge By Trustee.


        Subject
to Section 1307 below and after the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent
referred to in Section 1304 relating to the defeasance or satisfaction and discharge, as the case may be, of this Indenture have been complied with, the Trustee upon request of the Company
shall acknowledge in writing the defeasance or the satisfaction and discharge, as the case may be, of this Indenture and the discharge of the Company's obligations under this Indenture. 


SECTION
1306.    Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.


        Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of
any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any
premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. 



        Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations held by it as provided in Section 1304 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 Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities. 


48









  





SECTION 1307.    Reinstatement.



        If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article Thirteen with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such Securities, until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust in accordance with this Article Thirteen; provided, however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such
payment from the money so held in trust. 


 
 

ARTICLE FOURTEEN    
    


 
  SUBORDINATION OF SECURITIES    
    


SECTION
1401.    Securities Subordinate to Senior Debt.


        The
Company covenants and agrees, and each Holder of Securities of any series by the Holder's acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, subject to the provisions of Article Four and Article Thirteen and except as may otherwise be specified as contemplated by Section 301 and set forth in
the Securities of a series, the indebtedness represented by the Securities of such series and the payment of the principal of and any premium and interest on each and all of the Securities of such
series are hereby expressly made subordinate and junior in right of payment to the prior payment in full of all amounts then due and
payable in respect of all Senior Debt of the Company, to the extent and in the manner herein set forth (unless a different manner is set forth in the Securities of such series). No provision of this
Article shall prevent the occurrence of any default or Event of Default hereunder. 


        Senior
Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Debt then
outstanding. 



SECTION
1402.    Payment Over of Proceeds Upon Dissolution, Etc.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, in the event of: 



        (1)   any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or
its property, 


        (2)   any
proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or bankruptcy proceedings, 


        (3)   any
assignment by the Company for the benefit of its creditors, 


        (4)   any
other marshalling of the assets of the Company, all Senior Debt shall first be paid in full before any payment or distribution, whether in cash, securities or other
property, shall be made by the Company on account of the Securities of any series. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or
any other corporation provided for by a plan or reorganization or a readjustment, the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to
the indebtedness evidenced by the Securities of any series, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise (but for these subordination provisions) be 



49







 




payable
or deliverable in respect to the Securities of any series shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders
until all Senior Debt shall have been paid in full. No present or future holder of any Senior Debt shall be prejudiced in the right to enforce subordination of the indebtedness constituting the
Securities of any series by any act of failure to act on the part of the Company. 




SECTION
1403.    Subrogation to Rights of Holders of Senior Debt.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, upon the payment in full of all Senior Debt, the rights of the holders of Securities of
any series shall be subrogated to all the rights of any holders of Senior Debt to receive any further payments or distributions applicable to the Senior Debt until the Securities of any series shall
have been paid in full, and such payments or distributions received by the Holders of Securities of any series by reason of such subrogation, of cash, securities or other property which otherwise
would be paid or distributed to the holders of Senior Debt, shall, as between the Company and its creditors other than the holders of Senior Debt, on the one hand, and the Holders of Securities of any
series, on the other, be deemed to be a payment by the Company on account of Senior Debt, and not on account of the Securities of any series. 


SECTION
1404.    Provisions Solely to Define Relative Rights.


        The
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of Securities of any series on the one hand and the holders of
Senior Debt on the other hand. Except as otherwise contemplated by Section 301 with respect to any series of Securities, nothing contained in this article or elsewhere in the Indenture or in
the Securities of such series is intended to or shall 



        (1)   impair,
as among the Company, its creditors other than holders of Senior Debt and the Holders of Securities of such series, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Company), to pay to
the Holders of Securities of such series the principal of (and premium, if any) and interest on, the Securities of such series as and when the same shall become due and payable in accordance with
their terms; or 


        (2)   affect
the relative rights against the Company of the Holders of Securities of such series and creditors of the Company, as the case may be, other than the holders of
Senior Debt; or 


        (3)   prevent
the Trustee or the Holder of any Securities of such series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 




SECTION
1405.    Trustee to Effectuate Subordination.



        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, each Holder of Securities of any series by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes. 


SECTION
1406.    No Waiver of Subordination Provisions.


        No
right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any 


50







 



noncompliance
by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 


        Without
in any way limiting the generality of the foregoing paragraph, and except as otherwise contemplated by Section 301 with respect to any series of Securities, the holders of
Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities of any series, without incurring responsibility to the Holders of
the Securities of such series and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of Securities of such series to the holders of
Senior Debt, do any one or more of the following: 



        (1)   change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; 


        (2)   sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; 


        (3)   release
any Person liable in any manner for the collection of Senior Debt; and 


        (4)   exercise
or refrain from exercising any rights against the Company and any other Person. 




SECTION
1407.    Notice to Trustee.



        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of
this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee
in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders
of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series), then,
anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. 



        Subject
to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. 


51







 



SECTION
1408.    Reliance On Judicial Order or Certificate of Liquidating Agent.


        Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 603, and the Holders of Securities of any
series shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent
or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities of such series, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders
of the Senior Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article. 


SECTION
1409.    Trustee Not Fiduciary for Holders of Senior Debt.


        With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and
no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt with respect to its obligations and duties created hereunder and shall not be liable to any such holders or creditors if it shall in good faith pay over or distribute to
Holders of Securities of any series or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. 


SECTION
1410.    Rights of Trustee As Holder of Senior Debt; Preservation of Trustee's Rights.


        Except
as otherwise contemplated by Section 301 with respect to any series of Securities, the Trustee in its individual capacity shall be entitled to all the rights set forth in
this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in the Indenture shall deprive the Trustee of any
of its rights as such holder. 


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


SECTION
1411.    Article Applicable to Paying Agents.


        In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that this Section shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent. 


SECTION
1412.    Certain Conversions or Exchanges Deemed Payment.


        For
the purposes of this Article only, (a) the issuance and delivery of securities which are subordinate in right of payment to all then outstanding Senior Debt to substantially
the same extent as the Securities are so subordinate ("Junior Securities") (or cash paid in lieu of fractional shares) upon conversion or exchange of Securities of any series as contemplated by
Section 301, shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities of such series or on account of the purchase or
other acquisition of Securities of such series and (b) the payment, issuance or delivery of cash, property or securities (other than Junior Securities and cash paid in lieu of fractional
shares) upon conversion or exchange of Securities of any series shall be deemed to constitute payment on account of the principal of such Securities of such series. Nothing contained in this Article
or elsewhere in the Indenture or in the Securities of any series is intended to 


52







 

or
shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of Securities of such series the right, which is absolute and unconditional, of the Holder of any
Securities of such series to convert or exchange such Securities of such series in accordance with the terms specified as contemplated by Section 301. 


SECTION
1413.    Defeasance of This Article Fourteen.


        The
subordination of the Securities provided by this Article Fourteen is expressly made subject to the provisions for defeasance or covenant defeasance in Article Thirteen hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant defeasance, the Securities than outstanding shall thereupon cease to be subordinated pursuant
to this Article Fourteen. 


 
 

ARTICLE FIFTEEN    
    


 
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
  OFFICERS, DIRECTORS AND EMPLOYEES    
    


SECTION
1501.    Exemption from Individual Liability.


        No
director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under this Indenture or the Securities of
any series or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Securities of any series by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Securities of any series. The waiver may not be effective to waive liabilities under the federal securities
laws. 


53







 

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



	 	 	DRS TECHNOLOGIES, INC.	 	 
	

 	
 	

By:	
 	

	
 	

 
	

Attest:	
 	

 	
 	

 	
 	

 
	

	
 	

 	
 	

 	
 	

 
	

 	
 	

THE BANK OF NEW YORK	
 	

 
	

 	
 	

By:	
 	

	
 	

 




54








  



 
 

EXHIBIT A
  
    Form of Face of Registered Security    
    


[INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND

THE REGULATIONS THEREUNDER.] 


DRS
TECHNOLOGIES, INC.

(Title of Security) 



	No.	 	 	 	$	 	 
	 	 	
	 	 	 	

	 	 	 	 	CUSIP No.	 	 
	 	 	 	 	 	 	






        DRS
Technologies, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                        , or registered assigns,
the principal sum of                        Dollars
on                        .
[if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon
from                        or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on                        and                 
       in each year, commencing                        , at
the rate of            % per annum, until the principal hereof is paid or made available for payment] [if applicable,
insert—, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of            %
per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand].
[If applicable, insert—The amount of interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or -more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be
the                        or                 
       (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as
more fully provided in said Indenture. 


        [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear
interest at the rate of            % per annum (to the extent that the payment of such interest 


55







 



shall
be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. 


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


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


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


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 


Dated:




	 	 	By:	 	 
	 	 	 	 	
 Name:

Title:




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EXHIBIT A1
  
    Form of Reverse of Security    
    



        This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under
an Indenture, dated as of                        (herein called the "Indenture," which term shall have the meaning assigned to it
in such instrument), between the Company and                        , as Trustee
(herein called the "Trustee," which term includes any successor trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee[, the holders of Senior Debt] and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and delivered. [This Security is one of the series designated on the face hereof
[if applicable, insert—, limited in aggregate principal amount to
$                        ; provided, however, that the authorized
aggregate principal amount of the Securities may be increased above such amount by a Board Resolution to such effect]. 


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



	Year
	 	Redemption Price
	 	Year
	 	Redemption Price

	

 	
 	

 	
 	

 	
 	

 





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


        [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days'
notice by mail, (1) on                        in any year commencing with the
year                        and ending with the year    •    through operation of the
sinking
fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert—on or after                        ], as a
whole or in part, at the election of the Company,
at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the 


57







 



principal
amount) set forth in the table below: If redeemed during the 12-month period beginning                        of the years
indicated, 



	Year
	 	Redemption Price For

Redemption Through Operation

of the Sinking Fund
	 	Redemption Price For

Redemption Otherwise Than

Through Operation of the

Sinking Fund

	

 	
 	

 	
 	

 





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


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


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


        [If the Security is subject to redemption of any kind, insert—In the event of redemption of this Security in part
only, a new Security or Securities of-this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.] 


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


        [If applicable, insert—The Securities shall [not be superior in right of payment to, and
shall] rank pari passu with[,]—insert description of existing debt of the Company that is intended to
rank on a parity with the Securities.] 



        [If applicable, insert—The Securities of this series are not subject to redemption by the Company prior to their
Stated Maturity and will not be entitled to the benefit of any sinking fund.] 


58







 



        The
Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the
Indenture. 


        [If applicable, insert—The Indenture contains provisions for defeasance at any time of [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.] 


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


        [If the Security is an Original Issue Discount Security, insert—If
an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment
(i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.] 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon
the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 


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


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



        As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of 


59







 



transfer
at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 


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



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


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


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



        THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THIS SECURITY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


60








  



 
 

EXHIBIT C1
  
    Form of Certificate to be Given by Beneficial Owner of Interest in a Temporary Global Security
  [ISSUER]
  [Title of Securities]
  (the "Securities")




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


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


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


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


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


61







 



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


*Dated:
     , 200  



	 	 	NAME OF PERSON MAKING CERTIFICATION	 	 
	By:	 	 	 	 
	 	 	
	 	 






	*
	To
be dated no earlier than the fifteenth day prior to the Certification Date.} 


62











QuickLinks


TABLE OF CONTENTS


Recitals of The Company

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO SECURITY FORMS


ARTICLE THREE THE SECURITIES


ARTICLE FOUR SATISFACTION AND DISCHARGE

ARTICLE FIVE REMEDIES


ARTICLE SIX THE TRUSTEE

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

ARTICLE NINE SUPPLEMENTAL INDENTURES

ARTICLE TEN COVENANTS



ARTICLE ELEVEN

REDEMPTION OF SECURITIES

ARTICLE TWELVE

SINKING FUNDS

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE


ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES


EXHIBIT A Form of Face of Registered Security


EXHIBIT A1 Form of Reverse of Security


EXHIBIT C1 Form of Certificate to be Given by Beneficial Owner of Interest in a Temporary Global Security [ISSUER] [Title of Securities] (the "Securities")