Exhibit 4.3


 




 





TAL INTERNATIONAL GROUP, INC.,

Issuer


 


and


 


U.S. Bank National Association,

Trustee


 






 


Indenture


 


Dated as of [·], 2010


 






 


Subordinated Debt Securities


 




 




















 


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

  	
   

  	
  10

  
	
  Section 106.

  	
  Notice to Holders; Waiver

  	
   

  	
  10

  
	
  Section 107.

  	
  Conflict with Trust Indenture Act

  	
   

  	
  11

  
	
  Section 108.

  	
  Effect of Headings and Table of Contents

  	
   

  	
  11

  
	
  Section 109.

  	
  Successors and Assigns

  	
   

  	
  11

  
	
  Section 110.

  	
  Separability Clause

  	
   

  	
  11

  
	
  Section 111.

  	
  Benefits of Indenture

  	
   

  	
  11

  
	
  Section 112.

  	
  Governing Law

  	
   

  	
  11

  
	
  Section 113.

  	
  Legal Holidays

  	
   

  	
  11

  
	
  ARTICLE TWO

  	
  SECURITY
  FORMS

  	
   

  	
  12

  
	
  Section 201.

  	
  Forms Generally

  	
   

  	
  12

  
	
  Section 202.

  	
  Form of Face of Security

  	
   

  	
  12

  
	
  Section 203.

  	
  Form of Reverse of Security

  	
   

  	
  14

  
	
  Section 204.

  	
  Form of Legend for Global Securities

  	
   

  	
  18

  
	
  Section 205.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  18

  
	
  ARTICLE THREE

  	
  THE
  SECURITIES

  	
   

  	
  19

  
	
  Section 301.

  	
  Amount; Issuable in Series

  	
   

  	
  19

  
	
  Section 302.

  	
  Denominations

  	
   

  	
  22

  
	
  Section 303.

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  22

  
	
  Section 304.

  	
  Temporary Securities

  	
   

  	
  23

  
	
  Section 305.

  	
  Registration, Registration of Transfer and
  Exchange

  	
   

  	
  24

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  25

  
	
  Section 307.

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  26

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
   

  	
  27

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 309.

  	
  Cancellation

  	
   

  	
  28

  
	
  Section 310.

  	
  Computation of Interest

  	
   

  	
  28

  
	
  Section 311.

  	
  CUSIP Numbers

  	
   

  	
  28

  
	
  Section 312.

  	
  Original Issue Discount

  	
   

  	
  28

  
	
  ARTICLE FOUR

  	
  SATISFACTION
  AND DISCHARGE

  	
   

  	
  28

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  28

  
	
  Section 402.

  	
  Application of Trust Money

  	
   

  	
  29

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
   

  	
  30

  
	
  Section 501.

  	
  Events of Default

  	
   

  	
  30

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  31

  
	
  Section 503.

  	
  Suits for Enforcement by Trustee

  	
   

  	
  32

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
   

  	
  32

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
   

  	
  33

  
	
  Section 506.

  	
  Application of Money Collected

  	
   

  	
  33

  
	
  Section 507.

  	
  Limitation on Suits

  	
   

  	
  33

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
   

  	
  34

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
   

  	
  34

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
   

  	
  34

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
   

  	
  34

  
	
  Section 512.

  	
  Control by Holders

  	
   

  	
  34

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
   

  	
  35

  
	
  Section 514.

  	
  Undertaking for Costs

  	
   

  	
  35

  
	
  ARTICLE SIX

  	
  THE
  TRUSTEE

  	
   

  	
  35

  
	
  Section 601.

  	
  Certain Duties and Responsibilities

  	
   

  	
  35

  
	
  Section 602.

  	
  Notice of Defaults

  	
   

  	
  36

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
   

  	
  36

  
	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  39

  
	
  Section 605.

  	
  May Hold Securities

  	
   

  	
  39

  
	
  Section 606.

  	
  Money Held in Trust

  	
   

  	
  39

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 607.

  	
  Compensation and Reimbursement

  	
   

  	
  39

  
	
  Section 608.

  	
  Conflicting Interests

  	
   

  	
  40

  
	
  Section 609.

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  40

  
	
  Section 610.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  40

  
	
  Section 611.

  	
  Acceptance of Appointment by Successor

  	
   

  	
  42

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  43

  
	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
   

  	
  43

  
	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
   

  	
  43

  
	
  Section 615.

  	
  Not Bound to Act

  	
   

  	
  45

  
	
  ARTICLE SEVEN

  	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  45

  
	
  Section 701.

  	
  Preservation of Information; Communications to
  Holders

  	
   

  	
  45

  
	
  Section 702.

  	
  Reports by Trustee

  	
   

  	
  45

  
	
  Section 703.

  	
  Reports by Company

  	
   

  	
  45

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION,
  AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  46

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  	
   

  	
  46

  
	
  Section 802.

  	
  Successor Substituted

  	
   

  	
  46

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
  47

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  47

  
	
  Section 902.

  	
  Supplemental Indentures With Consent of Holders

  	
   

  	
  48

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
   

  	
  49

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
   

  	
  50

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
   

  	
  50

  
	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  50

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
   

  	
  50

  
	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  50

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
   

  	
  50

  
	
  Section 1003.

  	
  Money for Securities Payments to Be Held in Trust

  	
   

  	
  51

  
	
  Section 1004.

  	
  Existence

  	
   

  	
  52

  
	
  Section 1005.

  	
  Statement as to Compliance

  	
   

  	
  52

  



 


iii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1006.

  	
  Waiver of Certain Covenants

  	
   

  	
  52

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION
  OF SECURITIES

  	
   

  	
  52

  
	
  Section 1101.

  	
  Applicability of Article

  	
   

  	
  52

  
	
  Section 1102.

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  52

  
	
  Section 1103.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  53

  
	
  Section 1104.

  	
  Notice of Redemption

  	
   

  	
  53

  
	
  Section 1105.

  	
  Deposit of Redemption Price

  	
   

  	
  54

  
	
  Section 1106.

  	
  Securities Payable on Redemption Date

  	
   

  	
  54

  
	
  Section 1107.

  	
  Securities Redeemed in Part

  	
   

  	
  55

  
	
  ARTICLE TWELVE

  	
  PURCHASE
  OR REPAYMENT OF SECURITIES BY THE COMPANY AT THE OPTION OF THE HOLDER

  	
   

  	
  55

  
	
  Section 1201.

  	
  Applicability of Article

  	
   

  	
  55

  
	
  Section 1202.

  	
  Notice of Repayment Date

  	
   

  	
  55

  
	
  Section 1203.

  	
  Deposit of Repayment Price

  	
   

  	
  56

  
	
  Section 1204.

  	
  Securities Payable on Repayment Date

  	
   

  	
  56

  
	
  Section 1205.

  	
  Securities Repaid in Part

  	
   

  	
  56

  
	
  ARTICLE THIRTEEN
  

  	
  SINKING
  FUNDS

  	
   

  	
  56

  
	
  Section 1301.

  	
  Applicability of Article

  	
   

  	
  56

  
	
  Section 1302.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  57

  
	
  Section 1303.

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  57

  
	
  ARTICLE FOURTEEN
  

  	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
  57

  
	
  Section 1401.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  57

  
	
  Section 1402.

  	
  Defeasance and Discharge

  	
   

  	
  58

  
	
  Section 1403.

  	
  Covenant Defeasance

  	
   

  	
  58

  
	
  Section 1404.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  58

  
	
  Section 1405.

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

  	
   

  	
  60

  
	
  Section 1406.

  	
  Reinstatement

  	
   

  	
  61

  
	
  ARTICLE FIFTEEN

  	
  SUBORDINATION

  	
   

  	
  61

  
	
  Section 1501.

  	
  Securities Subordinated to Senior Indebtedness

  	
   

  	
  61

  



 


iv

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1502.

  	
  Effectuation of Subordination by Trustee

  	
   

  	
  64

  
	
  Section 1503.

  	
  Knowledge of Trustee

  	
   

  	
  64

  
	
  Section 1504.

  	
  Trustee’s Relation to Senior Indebtedness

  	
   

  	
  65

  
	
  Section 1505.

  	
  Rights of Holders of Senior Indebtedness Not
  Impaired

  	
   

  	
  65

  
	
  ARTICLE SIXTEEN

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
  65

  
	
  Section 1601.

  	
  Indenture and Securities Solely Corporate
  Obligations

  	
   

  	
  65

  
	
  Section 1602.

  	
  Execution in Counterparts

  	
   

  	
  66

  
	
  Section 1603.

  	
  Waiver of Jury Trial

  	
   

  	
  66

  



 


v

















 


Certain
Sections of this Indenture relating to Sections 310 through 318, inclusive, of
the U.S. Trust Indenture Act of 1939, as amended:


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
  §310(a)(1)

  	
   

  	
  609

  	
   

  
	
  (a)(2)

  	
   

  	
  609

  	
   

  
	
  (a)(3)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (a)(4)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (b)

  	
   

  	
  608

  	
   

  
	
   

  	
   

  	
  610

  	
   

  
	
  § 311(a)

  	
   

  	
  613

  	
   

  
	
  (b)

  	
   

  	
  613

  	
   

  
	
  § 312(a)

  	
   

  	
  701

  	
   

  
	
  (b)

  	
   

  	
  702

  	
   

  
	
  (c)

  	
   

  	
  702

  	
   

  
	
  § 313(a)

  	
   

  	
  703

  	
   

  
	
   

  	
   

  	
  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)

  	
   

  	
  602

  	
   

  
	
  (c)

  	
   

  	
  601

  	
   

  
	
  (d)

  	
   

  	
  601

  	
   

  
	
  (e)

  	
   

  	
  514

  	
   

  
	
  § 316(a)

  	
   

  	
  101

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  502

  	
   

  
	
   

  	
   

  	
  512

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  513

  	
   

  
	
  (a)(2)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (b)

  	
   

  	
  508

  	
   

  
	
  (c)

  	
   

  	
  104

  	
   

  
	
  §317(a)(1)

  	
   

  	
  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.


 


vi














 


INDENTURE,
dated as of [·], 2010, among
TAL International Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive
offices located at 100 Manhattanville Road, Purchase, New York 10577 and U.S.
Bank National Association, a trust company under the laws of the United States
(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 unsecured and subordinated
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more
series as provided in this Indenture.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


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


 


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


 


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


 


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


 


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


 


(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; and


 


1

















 


(6)                                  all references
to dollars and $ shall mean U.S. dollars unless otherwise indicated.


 


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


 


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


 


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


 


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


 


“Board of Directors” means either the board
of directors of the Company or any duly authorized committee of that board.


 


“Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee.


 


“Business Day”, when used with respect to
any Place of Payment, means, unless otherwise specified as contemplated by
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close.


 


“Commission” means the 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 such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.


 


“Company” means the Person named as the “Company” in the first paragraph of this
Indenture 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 any one of the president, any vice-president (whether or not designated by a
number or a word or words added before or after the title “vice-president”),
the treasurer, any assistant treasurer, the secretary or any assistant
secretary and any other natural person designated as an officer of the Company by by-law or by Board Resolution
and delivered to the Trustee.


 


“Corporate Trust Office”, with respect to
the Trustee, means the principal corporate trust office of the Trustee in St.
Paul, Minnesota at which at any particular time its corporate trust 


 


2

















 


business
shall be principally administered, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company.


 


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


 


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


 


“Custodian” means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.


 


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


 


“Defeasance” has the meaning specified in
Section 1402.


 


“Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or
more Global Securities, any Person 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 U.S. 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 204 (or such legend as may be specified as contemplated
by Section 301 for such Securities).


 


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


 


3

















 


“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, exercise of a Holder’s option to require the Company to purchase or
repay the Security or otherwise.


 


“Notice of Default” means a written notice
of the kind specified in Section 502.


 


“Officer’s Certificate” means a certificate
signed by any one of the president, any vice-president (whether or not
designated by a number or a word or words added before or after the title
“vice-president”), the treasurer, any assistant treasurer, the secretary or any
assistant secretary, and any other natural person designated as an officer of
the Company by by-law or by Board Resolution and delivered to the Trustee. The
officer 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 a written opinion
of counsel, who may be internal or external counsel for the Company, and who
shall be acceptable to the Trustee.


 


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


 


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


 


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


 


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


 


(3)                                  Securities as
to which Defeasance has been effected pursuant to Section 1402; 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 protected 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, 


 


4

















 


direction,
notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security that 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 payable at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more
currencies or currency units other than U.S. dollars 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 knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.


 


“Paying Agent” means any Person authorized
by the Company to pay the principal of or any premium or interest on any
Securities on behalf of the Company and may be the Company in such capacity.


 


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


 


“Place of Payment”, when used with respect
to the Securities of any series, means the place or places where the principal
of and any premium and interest on the Securities of that series are payable as
contemplated by Section 301, and as determined by the Trustee and the
Company.


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
debt 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.


 


“Record Date” means any Regular Record Date
or Special Record Date.


 


“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.


 


5

















 


“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.


 


“Repayment Date”, when used with respect to
Securities of any series, the terms of which provide each Holder an option to
require the Company to purchase or repay the Securities held by such Holder,
means the date, if any, fixed for such purchase or repayment pursuant to this Indenture.


 


“Repayment Price”, when used with respect to
Securities of any series, the terms of which provide each Holder an option to
require the Company to purchase or repay the Securities held by such Holder,
means the price, if any, at which such purchase or repayment is to occur
pursuant to this Indenture.


 


“Responsible Officer” when used with respect
to the Trustee, means any officer of the Trustee with direct responsibility for
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such person’s knowledge of and familiarity with the particular
subject.


 


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


 


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


 


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


 


“Senior Indebtedness” means all of the indebtedness of, or
indebtedness guaranteed by, the Company for borrowed money (including the
principal of, premium, if any, or interest on any such borrowed money and any
commitment fees for unborrowed amounts which, if borrowed, would constitute
Senior Indebtedness), whether currently outstanding or hereafter incurred,
unless, under the instrument evidencing the same or under which the same is
outstanding, it is expressly provided that such indebtedness is subordinate to
other indebtedness and obligations of 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 interest thereon, means
the date specified in such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and payable.


 


“Subordinated Indebtedness” shall mean the Securities and all
other indebtedness of, or guaranteed by, the Company whether or not outstanding
as of the date of this Indenture, which is by its terms made subordinate and
junior in right of payment to all Senior Indebtedness.


 


6

















 


“Trust Indenture Act” means the U.S. Trust
Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture
Act of 1939 is amended after such date, “Trust Indenture Act” means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.


 


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


 


“U.S. Government Obligation” has the meaning
specified in Section 1404.


 


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
an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


 


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


 


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


 


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


 


(3)                                  a statement
that, in the opinion of each such individual, such individual has 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
complied with; and


 


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


 


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


 


7

















 


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


 


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


 


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


 


For
the purposes of this Indenture, 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, 


 


8

















 


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


 


9

















 


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; provided that the Expiration Date shall
not be later than the 180th day after such record date.


 


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


 


Section 105.                                Notices, Etc.,
to Trustee and Company. 
Except as otherwise specifically provided herein, 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 to or with the Trustee at its
Corporate Trust Office, 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, or by overnight courier or facsimile or other
electronic transmission, to the Company addressed to it at the address of its
principal executive offices or at any other address previously furnished in
writing to the Trustee by the Company.


 


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


 


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


 


10














 


In
the case of Global Securities, notices or communications to be given to Holders
shall be given to the Depository, in accordance with its applicable policies
from time to time.


 


Section 107.                                Conflict with
Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture 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.  All agreements of
the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind their respective successors and assigns.


 


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, and a Holder shall have no claim
therefor against any party hereto.


 


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 and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 112.                                Governing Law.  This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York,
as applied to contracts made and performed within the State of New York without
regard to principles of conflicts of laws.


 


Section 113.                                Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment 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) 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,
Redemption Date, Repayment Date, or at the Stated Maturity; provided, however,
that no interest shall accrue on such amount for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, or Stated Maturity, as
the case may be, to the date of such payment.


 


11

















 


ARTICLE TWO


 


SECURITY FORMS


 


Section 201.                                Forms Generally.  The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution, other appropriate
Company authorization or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution or other appropriate
Company authorization, 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. If all of the Securities of any series established by action taken
pursuant to a Board Resolution or other appropriate Company authorization are
not to be issued at one time, it shall not be necessary to deliver a record of
such action at the time of issuance of each Security of such series, but an
appropriate record of such action shall be delivered at or before the time of
issuance of the first Security of such series.


 


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


 


Section 202.                                Form of
Face of Security.


 


[Insert any legend required by Section 204]


 


[Insert any legend required by the Internal Revenue
Code of 1986, as amended from time to time.]


 


TAL International Group, Inc.




[Insert title of Securities]


 


	
  No.

  	
  CUSIP
  No.

  
	
   

  	
   

  
	
  Issue
  Date

  	
  Stated
  Maturity:

  



 


12

















 


TAL
International Group, Inc., a Delaware corporation (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 that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand].
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the                   or
                        
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.]


 


[If the
Security is not to bear interest prior to Maturity, insert—              The
principal of this Security shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of       % per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand.]


 


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


 


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


 


13

















 


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


 


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


 


Dated:


 


	
   

  	
  TAL
  International Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  



 


Section 203.                                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                          
, 2010 (herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), among the Company and U.S. Bank National
Association (the “Trustee,” which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee 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 — , [initially] limited in aggregate principal amount to
$                                 ,
provided that the Company may,
without the consent of any Holder, at any time and from time to time, increase
the initial principal amount.]


 


[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— on or after
                                    ,
      ],
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 also redeemable as set forth hereinafter.)]


 


[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


 


14

















 


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
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

  Operations 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— 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 3⁄4 In the event
of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]


 


[If
applicable—, insert reference to any other right of the
Company to redeem a Security of this series.]


 


[If
applicable, insert  3⁄4 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 applicable, insert
provisions with respect to the option of Holders to require purchase or
repayment of Securities of this series by the Company at the option of the
Holder and the


 


15

















 


issuance
of Securities in lieu of Securities purchased or repaid by the Company at the
option of the Holder.]


 


[If
applicable, insert provisions requiring an adjustment to the
interest rate in certain circumstances.]


 


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


 


[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 3⁄4 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 3⁄4  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 a majority in principal amount of the Securities at the time
Outstanding of each series to be affected, or in certain cases the unanimous
consent of each of such Holders. 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.


 


16

















 


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 90 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 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 $1,000 and integral multiples of $1,000 in excess 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 or the Trustee 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 that are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


17

















 


Section 204.                                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 205.                                Form of
Trustee’s Certificate of Authentication.  Subject to Section 614, 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.


 


Dated:


 


	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


18

















 


ARTICLE THREE


 


THE SECURITIES


 


Section 301.                                Amount;
Issuable in Series.


 


(a)                                  The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture may not exceed $[·].


 


(b)                                 The Securities are
subordinated and unsecured indebtedness of the Company.


 


(c)                                  The Securities may be issued
in one or more series. There shall be established in or pursuant to a Board
Resolution or other appropriate Company authorization and, subject to Section 303,
set forth, or determined in the manner provided, in an Officer’s Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,


 


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


 


(2)                                  any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 304, 305, 306, 906,
1107 or 1303 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


(3)                                  the Person to whom any
interest on a Security of the series shall be payable, if other than the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest;


 


(4)                                  the date or dates on which
the principal of any Securities of the series is payable;


 


(5)                                  the price or prices
(expressed as a percentage of the principal amount thereof) at which the
Securities of the series will be issued;


 


(6)                                  the rate or rates at which
any Securities of the series shall bear interest, if any, the date or dates
from which any such interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record Date for any such
interest payable on any Interest Payment Date;


 


(7)                                  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, any restrictions that
may be applicable to any such transfer or exchange in addition to or in lieu of
those set 


 


19

















 


forth herein, 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;


 


(8)                                  the period or periods within
which, the price or prices at which and the terms and conditions upon which any
Securities of the series may be redeemed, in whole or in part, at the option of
the Company and the manner in which any election by the Company to redeem the
Securities shall be evidenced;


 


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


 


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


 


(11)                            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, a financial or economic measure or pursuant to a
formula, the manner in which such amounts shall be determined;


 


(12)                            if other than the currency
of the United States of America, the currency, currencies or currency units 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;


 


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


 


(14)                            if other than the entire
principal amount thereof, the portion of the principal amount of any Securities
of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;


 


(15)                            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 


 


20














 


Maturity (or, in any such
case, the manner in which such amount deemed to be the principal amount shall
be determined);


 


(16)                            the manner in
which any election by the Company to defease any Securities of the series
pursuant to Section 1402 or Section 1403 shall be evidenced; whether
any Securities of the series other than Securities denominated in U.S. dollars
and bearing interest at a fixed rate are to be subject to Section 1402 or
Section 1403; or, in the case of Securities denominated in U.S. dollars
and bearing interest at a fixed rate, if applicable, that the Securities of the
series, in whole or any specified part, shall not be defeasible pursuant to
Section 1402 or Section 1403 or both such Sections;


 


(17)                            if applicable,
that any Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of
that set forth in Section 204 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
registered Securities, 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 and any other
provisions governing exchanges or transfers of any such Global Security;


 


(18)                            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;


 


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


 


(20)                            if applicable,
any conversion, exercise or exchange provisions, including the terms on which
and the period during which such conversion, exercise or exchange may occur;


 


(21)                            any additional
or different subordination terms applicable to Securities of the series;


 


(22)                            CUSIP or other
identifying numbers of the Securities; and


 


(23)                            any other terms
of the 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 in or pursuant to the
Board Resolution or other appropriate Company authorization 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. All Securities of any one series need not be
issued at one time and, unless otherwise provided in or pursuant to the Board
Resolution or other appropriate 


 


21

















 


Company
authorization 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 with respect to a series of
Securities, additional Securities of a series may be issued, at the option of
the Company, without the consent of any Holder, at any time and from time to
time.


 


If
any of the terms of the series are established by action taken pursuant to a
Board Resolution or other appropriate Company authorization, 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 setting forth the terms of the
series.


 


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
integral multiples of $1,000 in excess thereof.


 


Section 303.                                Execution,
Authentication, Delivery and Dating.  The Securities shall be executed on behalf of
the Company by any one of the president, any vice-president (whether or not
designated by a number or a word or words added before or after the title
“vice-president”), the treasurer, any assistant treasurer, the secretary or any
assistant secretary, with or without additional titles or positions (or any
Person designated by one of them in writing as authorized to execute and
deliver Securities or any Person designated by the Board of Directors as
authorized to execute and deliver Securities), and delivered to the Trustee.
The signature of any of these officers on the Securities may be manual or
facsimile.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.


 


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


 


(1)                                  if the form of
such Securities has been established by or pursuant to Board Resolution or
other appropriate Company authorization as permitted by Section 201, that
such form has been established in conformity with the provisions of this
Indenture;


 


22

















 


(2)                                  if the terms of
such Securities have been established by or pursuant to Board Resolution or
other appropriate Company authorization as permitted by Section 301, that
such terms have been established in conformity with the provisions of this
Indenture; and


 


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


 


If
such form or terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which 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, including
in the event that the size of a series of Outstanding Securities is increased
as contemplated by Section 301, it shall not be necessary to deliver the
Officer’s Certificate 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 manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. 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 Company Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers of the Company executing such Securities may determine, as evidenced
by their execution of such Securities.


 


23

















 


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 such 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 of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.


 


Section 305.                                Registration,
Registration of Transfer and Exchange.  The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office 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.


 


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 that the Holder making the exchange is entitled to
receive.


 


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


 


Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) 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 or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1303 not involving any
transfer.


 


24

















 


If
the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series
and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the 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 the unredeemed portion of any Security being redeemed
in part.


 


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 registered Securities, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it is unwilling or unable or no longer
permitted under applicable law to continue as Depositary for such Global
Security and the Company does not appoint another institution to act as
Depositary within 60 days, (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security, (C) the Company
so directs the Trustee by a Company Order 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, Section 304, 306, 906, 1107 or 1303 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, 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.


 


25

















 


If
there shall be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser in
good faith, 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, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.


 


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


 


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


 


Section 307.                                Payment of
Interest; Interest Rights Preserved.  Except as otherwise provided as contemplated
by Section 301 with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid to the Trustee by 10:00 a.m.
(local time at the Place of Payment) on any Interest Payment Date shall be paid
on such Interest Payment Date to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


 


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


 


(1)                                  The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities of such series (or their respective 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 


 


26

















 


the
same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given to each Holder of Securities of such
series in the manner set forth in Section 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 on which such Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this Clause, such manner of payment shall
be deemed practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section, 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.  Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 307) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


None
of the Company, the Trustee, any Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. Notwithstanding the foregoing, with respect to
any Global Security, nothing herein shall prevent the Company, the Trustee, or
any agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary, as a
Holder, with respect to such Global Security or impair, as between such
Depositary and owners of beneficial interests 


 


27

















 


in
such Global Security, the operation of customary practices governing the
exercise of the rights of such Depositary (or its nominee) as Holder of such
Global Security.


 


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


 


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 months.


 


Section 311.                                CUSIP Numbers.  The Company in issuing any series of the
Securities may use CUSIP numbers, if then generally in use, and thereafter with
respect to such series, the Trustee may use such numbers in any notice of
redemption with respect to such series, 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 of that
series 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 of
that series, and any such redemption shall not be affected by any defect in or
omission of such numbers.


 


Section 312.                                Original Issue
Discount.  If any of
the Securities is an Original Issue Discount Security, the Company shall file
with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on such Outstanding Original Issue Discount
Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


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


 


28

















 


(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 whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


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


 


(i)                                     have become due and payable,
or


 


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


 


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


 


and
the Company, in the case of subclause (B)(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


 


(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, 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.


 


Section 402.                                Application of
Trust Money.  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 


 


29

















 


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


 


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


 


(2)                                  default in the
payment of the principal of or any premium on any Security of that series when
it becomes due and payable, and such default continues for a period of five
days; or


 


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


 


(4)                                  the Company
pursuant to or within the meaning of any Bankruptcy Law:


 


(A)                              commences a voluntary case,


 


(B)                                consents to the entry of an
order for relief against it in an involuntary case,


 


(C)                                consents to the appointment
of a Custodian of it or for all or substantially all of its property, or


 


(D)                               makes a general
assignment for the benefit of its creditors; or


 


(5)                                  a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)                              is for relief against the
Company in an involuntary case;


 


30














 


(B)                                appoints a Custodian of the
Company or for all or substantially all of its property, or


 


(C)                                orders the liquidation of
the Company, and the order or decree remains unstayed and in effect for 60
days; or


 


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


 


Section 502.                                Acceleration of
Maturity; Rescission and Annulment.  Except as provided in the last sentence in
this paragraph, upon the occurrence of an Event of Default due to the Default
in payment of principal of, or any premium or interest on, any series of
Securities, or because of the Company’s default in the performance or breach of
any other covenant or agreement applicable to such series of Securities but not
applicable to all Outstanding Securities of any series, shall have occurred and
be continuing, either the Trustee or the Holders of not less than 25% in
principal amount of the Securities of such series then Outstanding may declare
the principal of all Securities of that series (or, if such Securities are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) and any premium and all
accrued and unpaid interest accrued on all such Securities 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), premium and interest shall become immediately due and
payable.  Except as provided in the last
sentence to this paragraph, upon the occurrence of an Event of Default
resulting from the Company’s default in the performance of any other of the
covenants or agreements in this Indenture applicable to all Outstanding
Securities of any series under this Indenture, either the Trustee or the
Holders of not less than 25% in principal amount of all Securities then
Outstanding (treated as one class) may declare the principal of all Securities
(or, if any Securities are Original Issue Discount Securities, such portion of
the principal amount of such Securities as may be specified by the terms
thereof) and any premium and all accrued and unpaid interest accrued on all
Securities 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), premium and interest shall become
immediately due and payable.  Upon the
occurrence of an Event of Default of the type described in clause (4) or
(5) of Section 501, the principal amount of all Securities of any
series at the time Outstanding (or, if any Securities are Original Issue
Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms thereof) and any premium and all accrued and
unpaid interest on all the Securities shall become immediately due and payable
without further action by any Person.


 


At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:


 


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


 


31

















 


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


 


(B)                                the principal of (and
premium, if any, on) any Securities of that series that 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 that 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.                                Suits for
Enforcement by Trustee.  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 most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


Section 504.                                Trustee
May File Proofs of Claim.  In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to 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 


 


32

















 


trustee
in bankruptcy or similar official and be a member of a creditors’ or other
similar committee.


 


Section 505.                                Trustee
May Enforce Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


Section 506.                                Application of
Money Collected.  Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


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


 


SECOND:
To the payment of all Senior Indebtedness if and to the extent required by
Article 15 or other subordination provisions applicable with respect to a
series of Securities;


 


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


 


FOURTH:
The balance, if any, to the Company, its successors or assigns or to whoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


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


 


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


 


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


 


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


 


33

















 


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


 


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


 


it
being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Section 508.                                Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and 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 or
repayment, on the Redemption Date or date for repayment, as the case may be)
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.


 


Section 511.                                Delay or
Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.


 


34

















 


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


 


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


 


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


 


(3)                                  the Holders
have provided the Trustee with reasonable indemnification acceptable to the
Trustee against liability and expenses arising from such action.


 


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


 


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


 


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


 


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


 


Section 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 reasonable costs 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.


 


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. The obligation of the Trustee to commence or continue any act, action or
proceeding for the purpose of enforcing any rights of the Trustee or the
Holders of Securities hereunder shall be conditional upon the Holders of
Securities furnishing, when required by notice in writing from the Trustee,
sufficient funds to commence or continue such act, action or proceeding and
indemnity reasonably satisfactory to 


 


35

















 


the Trustee to protect and hold harmless the Trustee
against the costs, charges and expenses and liabilities that may be incurred
thereby and any loss and damage it may suffer by reason thereof. None of the
provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers unless
indemnified as aforesaid.


 


Section 602.                                Notice of
Defaults.  If a
default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


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


 


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


 


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


 


(3)                                  Whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely
upon an Officer’s Certificate.


 


(4)                                  The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.


 


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


 


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


 


36

















 


attorney
during the Company’s normal business hours; provided,
however, that the Trustee shall
cause its agents and attorneys to agree in writing to hold in confidence all
such information except to the extent disclosure may be required by law and
except to the extent that the Trustee, in its sole judgment, may determine that
such disclosure is consistent with its obligations hereunder.


 


(7)                                  The Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder, and the Trustee may also
employ advisors and experts to assist in the performance of the Trustee’s
powers and duties under this Indenture.


 


(8)                                  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 its capacities hereunder including
as Securities Registrar and Paying Agent.


 


(9)                                  The Trustee
shall not be deemed to have notice of any 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 delivered to the Trustee in
accordance with an appropriate manner of delivery as set forth elsewhere in
this Indenture, and such notice references the Securities or this Indenture.


 


(10)                            None of the
Trustee or any agent shall have any responsibility or obligation to any
beneficial owner of an interest in a Global Security, a member of, or a
participant in, the depositary or other person with respect to the accuracy of
the records of the depositary or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other person (other
than the depositary) of any notice (including any notice of redemption or
repayment) or the payment of any amount or delivery of any Notes (or other
security or property) under or with respect to such Notes.  All notices and communications to be given to
the Holders and all payments to be made to Holders in respect of the Notes
shall be given or made only to or upon the order of the registered Holders
(which shall be the depositary or its nominee in the case of a Global
Security).  The rights of beneficial
owners in any Global Security shall be exercised only through the depositary
subject to the applicable rules and procedures of depositary.  The Trustee and each agent may rely and shall
be fully protected in relying upon information furnished by the depositary with
respect to its members, participants and any beneficial owners.


 


(11)                            None of the
Trustee or any agent shall have any obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among the depositary
participants, members or beneficial owners in any Global Security).


 


37

















 


(12)                            The Company
acknowledges that neither the Trustee or any Paying Agent makes any
representations as to the interpretation or characterization of the
transactions herein undertaken for tax or any other purpose, in any
jurisdiction.  The Company represents
that it has fully satisfied itself as to any tax impact of this Indenture before
agreeing to the terms herein, and is responsible for any and all federal,
state, local, income, franchise, withholding, value added, sales, use,
transfer, stamp or other taxes imposed by any jurisdiction in respect of this
Indenture.


 


(13)                            The Company agrees
to pay any and all stamp and other documentary taxes or duties which may be
payable in connection with the execution, delivery, performance and enforcement
of this Indenture.


 


(14)                            To the extent
that the consent or authorization of any regulatory authority is required for
the Company’s or the Trustee’s performance under the Notes or this Indenture,
none of the Trustee or any agent shall have any duty or obligation to determine
whether such approval, consent or authorization is required or any duty or
obligation to obtain such consent.  The
Company shall notify the Trustee and the Agents, as applicable, in writing if
the approval, consent or authorization of any regulatory authority, as
applicable, is required for the Company’s or the Trustee’s performance under
the Securities or this Indenture and whether or not such consent has been
obtained by the Company.


 


(15)                            The Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it with respect to the Securities in good faith in accordance with the
direction of the Holders of not less than a majority in aggregate principal
amount Outstanding of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.  The Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized
or within the discretion, rights or powers conferred upon it by this Indenture.


 


(16)                            Anything in
this Indenture to the contrary notwithstanding, in no event shall the Trustee
or any Agent be liable under or in connection with this Indenture for indirect,
special, incidental, punitive or consequential losses or damages of any kind
whatsoever, including but not limited to lost profits, whether or not
foreseeable, even if the Trustee or such Agent has been advised of the
possibility thereof and regardless of the form of action in which such damages
are sought.


 


(17)                            The Trustee may
at any time request, and the Company shall, deliver an Officer’s Certificate
setting forth the specimen signatures and the names of individuals and/or
titles of Officers authorized at such time to take specified actions pursuant
to this Indenture, which Officer’s Certificate may be signed by any Person
authorized to sign an Officer’s Certificate, including any Person specified as
so authorized in any such certificate previously delivered and not superseded.


 


(18)                            Notwithstanding
any provision herein to the contrary, in no event shall the Trustee be liable
for any failure or delay in the performance of its obligations under this 


 


38

















 


Indenture
because of circumstances beyond its control, including, but not limited to,
acts of God, flood, war (whether declared or undeclared), terrorism, fire,
riot, strikes or work stoppages for any reason, embargo, government
action, including any laws, ordinances, regulations or the like which restrict
or prohibit the providing of the services contemplated by this Indenture,
inability to obtain material, equipment, or communications or computer
facilities, or the failure of equipment or interruption of communications or
computer facilities, and other causes beyond its control whether or not of the
same class or kind as specifically named above.


 


Section 604.                                Not Responsible
for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities, except for the Trustee’s certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture, of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.


 


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


 


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


 


Section 607.                                Compensation
and Reimbursement.  The Company
agrees:


 


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


 


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


 


(3)                                  to indemnify
and save harmless the Trustee and its officers, directors, employees and agents
from and against any and all liabilities, losses, costs, claims, actions,
damages, expenses, including, without limitation, the fees and expenses of its
advisors and legal counsel, or demands whatsoever which may be brought against
the Trustee or which it may suffer or incur as a result or arising out of the
performance of its duties and obligations under this Indenture, the exercise of
its rights hereunder and the 


 


39

















 


administration
of this Indenture, save only in the event of negligence or willful misconduct
of the Trustee. It is understood and agreed that this indemnification shall
survive the termination or the discharge of this Indenture, payment of the
Securities or the resignation or removal of the Trustee.


 


(4)                                  when the Trustee
incurs any expenses or renders any services in connection with an Event of
Default specified in Section 501(4) or Section 501(5), such
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under the Bankruptcy Law;


 


(5)                                  in connection
with the payment obligations of the Company in this Section 607, the
parties hereto hereby recognize that the Trustee shall have a claim prior to
the Securities on all money or property held by the Trustee in connection with
this Indenture, except sums that are held in trust to pay principal and
interest on particular Securities; and


 


(6)                                  the provisions
of this Section shall survive the termination of this Indenture, payment
of the Securities or the resignation or removal of the Trustee.


 


The
obligations of the Company under this Section 607 shall not be
subordinated to the payment of Senior Indebtedness.


 


Section 608.                                Conflicting
Interests.  If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Trust Indenture Act, the Trustee shall not be deemed to have
a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series or the senior debt indenture,
dated the date hereof, between the Company and the Trustee as amended or
supplemented.


 


Section 609.                                Corporate
Trustee Required; Eligibility.  There shall at all times be a 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 shall have 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 and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


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


 


40














 


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


 


The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


If
at any time:


 


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


 


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


 


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


 


then,
in any such case, (A) the Company by a Board Resolution or other
appropriate Company authorization may remove the Trustee with respect to all
Securities, or (B) subject to Section 514, any Holder may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee.


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Trustee for any cause, with respect to
the Securities of one or more series, the Company shall promptly appoint a
successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the 


 


41

















 


successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


 


The
Company shall give notice of each resignation and each removal of a 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 611.                                Acceptance of
Appointment by Successor.  In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


 


In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and that (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; 


 


42

















 


but,
on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.


 


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


 


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


 


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


 


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


 


Section 614.                                Appointment of
Authenticating Agent.  The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
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, the combined
capital and surplus of 


 


43

















 


such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


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


 


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


 


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


 


Dated:


 


	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


44

















 


Section 615.                                Not Bound to
Act.  The Trustee shall retain the
right not to act and shall not be liable for refusing to act if, due to a lack
of information or for any other reason whatsoever, the Trustee, in its sole
judgment, determines that such act might cause it to be in non-compliance with
any applicable anti-money laundering or anti-terrorist legislation, regulation
or guideline. Further, should the Trustee, in its sole judgment, determine at
any time that its acting under this Indenture has resulted in its being in
non-compliance with any applicable anti-money laundering or anti-terrorist
legislation, regulation or guideline, then it shall have the right to resign on
10 days written notice to the Company, provided that (i) the Trustee’s
written notice shall describe the circumstances of such non-compliance; and
(ii) if such circumstances are rectified to the Trustee’s satisfaction
within such 10 day period, then such resignation shall not be effective.


 


ARTICLE SEVEN


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.                                Preservation of
Information; Communications to Holders.  The Trustee shall preserve, in as current a
form as is reasonably practicable, the most recent list available to it of the
names and addresses of Holders of each series of Securities. If the Trustee is
not the Securities Registrar, the Company shall furnish to the Trustee as of
each regular record date for the payment of interest on the Securities of a
series and before each related Interest Payment Date, and at such other times
as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Holders of
each series of Securities.


 


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


 


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


 


Section 702.                                Reports by
Trustee.  The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.


 


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


 


Section 703.                                Reports by
Company.  The Company shall file with
the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports as may be required by the Trust Indenture Act; provided that any such information,
documents or reports filed electronically with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act 


 


45

















 


shall be deemed filed with, and delivered to, the
Trustee at the same time as filed with the Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and shall not constitute a representation or warranty as to the
accuracy or completeness of the reports, information or documents. The
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to conclusively rely exclusively on
Officer’s Certificates).


 


ARTICLE EIGHT


 


CONSOLIDATION, AMALGAMATION,
MERGER,

CONVEYANCE, TRANSFER OR LEASE


 


Section 801.                                Company
May Consolidate, Etc., Only on Certain Terms.  The Company shall not merge, consolidate or
otherwise combine with another Person or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the Company’s assets to
another Person, unless:


 


(1)                                  (i) the
Company is the surviving Person, or (ii) the Person formed by or surviving
any such merger, consolidation or combination (if other than the Company) or to
which such sale, assignment, transfer, conveyance or disposition shall have
been made (a) is a corporation, organized and existing under the laws of
the United States of America or any state thereof and (b) assumes all of
the Company’s obligations hereunder and under all Securities Outstanding
pursuant to a supplemental indenture reasonably satisfactory to the Trustee;


 


(2)                                  any such
merger, consolidation or other combination, or sale, assignment, transfer,
conveyance or other disposition would not result in an Event of Default, nor
any event which, after any requirement for the giving of notice or lapse of
time, become an Event of Default; and


 


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


 


Section 802.                                Successor
Substituted.  Upon any
consolidation or amalgamation 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 or resulting from such
consolidation or amalgamation 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, 


 


46

















 


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.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


Section 901.                                Supplemental
Indentures Without Consent of Holders.  Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one
or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:


 


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


 


(2)                                  to add to the
covenants of the Company for the benefit of some or all of the Holders of all
or any series of Securities or of particular Securities within a series (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 such particular Securities) or to surrender any right or
power herein conferred upon the Company; provided, however, that in respect of
any such additional covenant, such supplemental indenture may provide for a
particular period of grace after default in the performance of such covenant
(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


 


(3)                                  to add any
additional Events of Default for the benefit of some or all of the Holders of
all or any series of Securities or of particular Securities within a series
(and if such additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series or such
particular Securities); 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 (A) shall neither (i) apply
to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no Security described in
clause (i) Outstanding; or


 


(6)                                  to secure the
Securities; or


 


47

















 


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


 


(8)                                  to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any 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 611; or


 


(9)                                  to comply with
the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; or


 


(10)                            to provide for
the issuance of additional Securities in accordance with this Indenture; or


 


(11)                            to conform this
Indenture or any supplemental indenture relating to the Securities of any
series to any provision of the “Description of Debt Securities” section of the
base prospectus which is part of the registration statement on Form S-3
filed with the Commission to which this Indenture is filed as an exhibit, or in
any similar section in any prospectus supplement accompanying such base
prospectus describing the terms of any series of Securities to the extent such
provision is intended to be a verbatim recitation hereof; or


 


(12)                            to cure any
ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other change to
this Indenture, provided that
such action pursuant to this Clause (12) shall not adversely affect the legal
rights of the Holders of Securities of any series in any material respect.


 


Section 902.                                Supplemental
Indentures With Consent of Holders.  With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company 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 if the supplemental indenture shall expressly provide that any provision
to be changed or eliminated shall apply to fewer than all the Outstanding
Securities hereunder or under a particular series under this Indenture, then,
to the extent not inconsistent with the Trust Indenture Act, any such consent
may be given by Holders of not less than a majority in principal amount of the
Outstanding Securities hereunder or under such series to which such change or
elimination shall apply; provided,
further, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby (whether or not such affected Securities
comprise all Securities under this Indenture or under a particular series),


 


(1)                                  change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate 


 


48

















 


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 coin or currency in which, any Security or any premium or
interest thereon is payable, or impair a Holder’s right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date); or


 


(2)                                  if any Security
provides that the Holder may require the Company to repurchase such Security,
impair such Holder’s right to require repurchase of such Security on the terms
provided therein; or


 


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


 


(4)                                  modify the
provisions of this Indenture with respect to the subordination of any
Securities in a manner adverse to Holders of such Securities; or


 


(5)                                  modify any of
the provisions of this Section, Section 513 or Section 1006, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided,
however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section and
Section 1006, or the deletion of this proviso, in accordance with the
requirements of Sections 611 and 901(8).


 


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


 


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


 


Section 903.                                Execution of
Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, in
addition to the documents required by Section 102, and (subject to Section 601)
shall 


 


49

















 


be fully protected in relying upon, an Opinion of
Counsel and an Officer’s Certificate 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 such 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, 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 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 may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


ARTICLE 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.  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 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 such location as determined by the
Company and the Trustee.


 


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 


 


50














 


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.  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 10:00 a.m. (local time at the Place of Payment) on each due date of
the principal of or any premium or interest on any of the Securities of that
series, deposit in an account established for the purpose of providing 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, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held by the Company or
such Paying Agent, such sums to be held by the Trustee in trust for the benefit
of the Persons entitled thereto; 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 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 shall be paid to the Company on Company Request; 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, 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 or newspapers published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not 


 


51

















 


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.                          Existence.  Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.


 


Section 1005.                          Statement as to
Compliance.  The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company ending after the date hereof, an Officers’ Certificate which
complies with Trust Indenture Act Section 314(a)(4) and need not
comply with Section 102, stating as to each signer thereof that:


 


(1)                                  a review of the
activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and


 


(2)                                  as of the end
of such year and at the date of the certificate to the best of his knowledge,
based on such review, (a) the Company is not in default in the fulfillment
of any of its obligations under this Indenture, or specifying each such default
known to him and the nature and status thereof and (b) no event has
occurred and is continuing which is or after notice or lapse of time or both
would become an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.


 


Section 1006.                          Waiver of
Certain Covenants.  Subject to
Section 502 and Section 902, and 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(c)(18), 901(2) or 901(7) for
the benefit of the Holders of such series or in Section 1005 if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101.                          Applicability
of Article.  Subject to
any law restricting the redemption of the Securities, Securities of any series
that 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.


 


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 the Securities of any series (including any such redemption affecting only a



 


52

















 


single Security), the Company shall, at least 45
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.  If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such 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 (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities 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.


 


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


 


For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities that has been or is to be redeemed.


 


Section 1104.                          Notice of
Redemption.  Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 45 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.


 


All
notices of redemption shall state:


 


(1)                                  the Redemption
Date;


 


(2)                                  the Redemption
Price;


 


53

















 


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


 


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


 


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


 


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


 


(7)                                  if applicable,
the CUSIP or other identifying numbers of the Securities of that series.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and, unless otherwise specified or
contemplated by Section 301, shall be irrevocable.


 


Section 1105.                          Deposit of
Redemption Price.  Prior to
10:00 a.m. (local time at the Place of Payment) on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, deposit in an account established
for the purpose 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 or the Securities of the series provide otherwise) accrued
interest on, all the Securities which are to be redeemed on that date.


 


Section 1106.                          Securities
Payable on Redemption Date.  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, if applicable, with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant 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.


 


54

















 


Section 1107.                          Securities
Redeemed in Part.  Any
Security that is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


 


ARTICLE TWELVE


 


PURCHASE OR
REPAYMENT OF SECURITIES BY THE COMPANY

AT THE OPTION OF THE HOLDER


 


Section 1201.                          Applicability
of Article.  Subject to
any applicable law restricting the purchase or repayment of the Securities by
the Company at the option of the Holder, Securities of any series the terms of
which provide to each Holder the option to require the Company to purchase or
repay such Securities in certain circumstances shall, upon exercise of such
option, be repayable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.


 


Section 1202.                          Notice of
Repayment Date.  Notice of
any Repayment Date with respect to Securities of any series shall, unless
otherwise specified by the terms of the Securities of such series, be given by
the Company not less than 30 nor more than 90 days prior to such Repayment Date
to each Holder of Securities of such series in accordance with Section 106.


 


Such
notice shall state:


 


(a)                                  the Repayment
Date;


 


(b)                                 the Repayment
Price;


 


(c)                                  the place or
places where, and the date by which, such Securities are to be surrendered for
payment of the Repayment Price;


 


(d)                                 a description
of the procedures which a Holder must follow to exercise the purchase or
repayment option;


 


(e)                                  that exercise
of the purchase or repayment option to elect repayment is irrevocable; and


 


(f)                                    such other
information as the Company may consider appropriate for inclusion.


 


No
failure of the Company to give the foregoing notice shall limit any Holder’s
right to exercise a repayment right.


 


55

















 


Section 1203.                          Deposit of
Repayment Price.  Prior to
10:00 a.m. (local time at the Place of Payment) on the Repayment Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, deposit in an account established
for the purpose provided in Section 1003) an amount of money sufficient to
pay the Repayment Price of and (unless the Repayment Date shall be an Interest
Payment Date) accrued and unpaid interest, if any, on all of the Securities of
such series that are to be repaid on that date.


 


Section 1204.                          Securities
Payable on Repayment Date. 
Holders having duly exercised the option to require purchase or
repayment by the Company on any Repayment Date as specified in the form of
Security for such series as provided in Section 203, the Securities of
such series so to be purchased or repaid shall, on the Repayment Date, become
due and payable at the Repayment Price applicable thereto and from and after
such date (unless the Company shall default in the payment of the Repayment
Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for purchase or repayment in accordance with the
terms of such Security, provided the option has been duly exercised and the Security
duly surrendered as specified in the form of such Security, such Security shall
be paid by the Company at the Repayment Price together with accrued interest to
the Repayment Date; provided, however, that installments of interest
whose Stated Maturity is on or prior to such Repayment Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


 


If
any Security shall not be paid upon due exercise of the option and surrender
thereof for purchase or repayment, the Repayment Price shall, until paid, bear
interest from the Repayment Date at the rate prescribed therefor in such
Security.


 


Section 1205.                          Securities
Repaid in Part.  Any
Security that by its terms may be purchased or repaid by the Company in part at
the option of the Holder and that is to be purchased or repaid only in part by
the Company shall be surrendered at any office or agency of the Company
designated for that purpose pursuant to Section 1002 (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, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unpurchased or
unrepaid portion of the principal of the Security so surrendered.


 


ARTICLE THIRTEEN


 


SINKING FUNDS


 


Section 1301.                          Applicability
of Article.  The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.


 


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The
minimum amount of any sinking fund payment provided for by the terms of any
series of Securities is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any series of Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1302. Each sinking fund payment shall be applied to the redemption
of Securities of the series as provided for by the terms of such Securities.


 


Section 1302.                          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 (a) 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 series or (b) have been
purchased or repaid by the Company through the exercise of an option by the
Holder as provided for in 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 1303.                          Redemption of
Securities for Sinking Fund.  Not less than 60 days prior to each sinking
fund payment date for any 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 1302 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 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 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 FOURTEEN


 


DEFEASANCE AND COVENANT
DEFEASANCE


 


Section 1401.                          Company’s
Option to Effect Defeasance or Covenant Defeasance.  Unless otherwise provided as contemplated by
Section 301, Sections 1402 and 1403 shall apply to any Securities or any
series of Securities, as the case may be, in either case, denominated in U.S.
dollars and bearing interest at a fixed rate, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article; and the Company may elect, at its
option at any time, to have Sections 1402 and 1403 applied to any Securities or
any series of Securities, as the case may be, designated pursuant to 


 


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Section 301 as being defeasible pursuant to
such Section 1402 or 1403, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions
set forth below in this Article. Any such election to have or not to have
Sections 1402 and 1403 apply, as the case may be, shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.


 


Section 1402.                          Defeasance and
Discharge.  Upon the
Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, or if this
Section shall otherwise apply 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 1404
are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, 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 1404 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, indemnities
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to the Securities of any series notwithstanding
the prior exercise of its option (if any) to have Section 1403 applied to
such Securities.


 


Section 1403.                          Covenant
Defeasance.  Upon the
Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, or if this
Section shall otherwise apply to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from its
obligations under Section 1005 and any covenants provided pursuant to
Section 301(c)(18), Section 901(2) or Section 901(7) for
the benefit of the Holders of such Securities and (2) the occurrence of
any event specified in Section 501(5) shall be deemed not to be or
result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


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


 


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(1)                                  The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee that satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations that 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, “U.S. Government Obligation” means (x) any
security that 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 Company (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to
any U.S. Government Obligation which is specified in clause (x) above and
held by such Company for the account of the holder of such depositary receipt,
or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.


 


(2)                                  In the event of
an election to have Section 1402 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 U.S.
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 U.S. 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 U.S. federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.


 


(3)                                  In the event of
an election to have Section 1403 apply to any Securities 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 U.S. federal income tax purposes as a result of
the deposit and 


 


59

















 


Covenant
Defeasance to be effected with respect to such Securities and will be subject
to U.S. federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were
not to occur.


 


(4)                                  No event that
is, or after notice or lapse of time or both would become, an Event of Default
with respect to such Securities or any other Securities shall have occurred and
be continuing at the time of the deposit referred to in clause (1) or,
with regard to any such event specified in Section 501(4), at any time on
or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


 


(5)                                  Such Defeasance
or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of the Trust Indenture Act).


 


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


 


(7)                                  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.


 


(8)                                  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 (in each case,
subject to the satisfaction of the condition in clause (4)).


 


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


 


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


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S.
Government 


 


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Obligations
held by it as provided in Section 1404 with respect to any Securities
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.


 


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


 


ARTICLE FIFTEEN


 


SUBORDINATION


 


Section 1501.                          Securities
Subordinated to Senior Indebtedness.  The Company covenants and agrees, and each
Holder of Securities by his acceptance thereof, likewise covenants and agrees,
that the indebtedness evidenced by the Securities and the payment of the principal
of (and premium, if any) and interest on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of Senior Indebtedness.


 


Anything in this Indenture or in the Securities to
the contrary notwithstanding, the indebtedness evidenced by the Securities
shall be subordinate and junior in right of payment, to the extent and in the
manner hereinafter set forth, to all Senior Indebtedness. Senior Indebtedness
shall continue to be Senior Indebtedness and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver
of any term of Senior Indebtedness or extension or renewal of Senior
Indebtedness.


 


(1)                                  (a)                                  In the event
the Company shall default in the payment of any Senior Indebtedness when the
same becomes due and payable, whether at maturity or on a date fixed for
prepayment or by declaration or otherwise, then, unless and until such default
shall have been cured or waived or shall have ceased to exist, no direct or
indirect payment (in cash, property or securities or by set-off or otherwise)
shall be made or agreed to be made on account of the principal of, premium, if
any, or interest on the Securities, or as a sinking fund for the Securities, or
in respect of any redemption, retirement, purchase or other acquisition of any
of the Securities.


 


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(b)                                 Upon the
happening of an event of default with respect to any Senior Indebtedness,
permitting the holders thereof to accelerate the maturity thereof (other than
under circumstances when the terms of Section 1501(1)(a) are
applicable), then, unless and until such event of default shall have been cured
or waived or shall have ceased to exist, no direct or indirect payment (in
cash, property or securities or by set-off or otherwise) shall be made or
agreed to be made on account of the principal of, or premium, if any, or
interest on the Securities, or as a sinking fund for the Securities, or in
respect of any redemption, retirement, purchase or other acquisition of any of
the Securities, during any period:


 


(i)                                     of 90 days
after written notice of such default shall have been given to the Company by
any holder of Senior Indebtedness; or


 


(ii)                                  in which any
judicial proceeding shall be pending in respect of such default and a notice of
acceleration of the maturity of such Senior Indebtedness shall have been
transmitted to the Company in respect of such default.


 


(2)                                  In the event
of:


 


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


 


(b)                                 any proceeding
for the liquidation, dissolution or other winding-up of the Company, voluntary
or involuntary, whether or not involving insolvency or bankruptcy proceedings,


 


(c)                                  any assignment
by the Company for the benefit of creditors, or


 


(d)                                 any other
marshalling of the assets of the Company,


 


all Senior Indebtedness (including any interest
accruing after the commencement of such proceedings) shall first be paid in
full before any payment or distribution, whether in cash, securities or other
property, shall be made to any Holder of Securities on account of the
Securities. 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 of reorganization or readjustment the payment of which
is subordinate, at least to the extent provided in this Article with
respect to the Securities, to the payment of all Senior Indebtedness 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 the
provisions of this Article) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after
the commencement of any such proceedings) shall have been paid in full.


 


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(3)                                  In the event
that any Security shall be declared due and payable as the result of the
occurrence of any one or more defaults in respect thereof, under circumstances
when the terms of Section 1501(2) are not applicable, no payment
shall be made in respect of any Securities unless and until all Senior Indebtedness
shall have been paid in full or such declaration and its consequences shall
have been rescinded and all such defaults shall have been remedied or waived.


 


(4)                                  If any payment
or distribution of any character or any security, whether in cash, securities
or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
provisions of this Article with respect to the Securities, to the payment
of all Senior Indebtedness at the time outstanding and to any securities issued
in respect thereof under any such plan or reorganization or readjustment),
shall be received by any Holder of Securities in contravention of any terms
hereof and before all the Senior Indebtedness shall have been paid in full,
such payment or distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred to, the holders
of the Senior Indebtedness at the time outstanding, in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Indebtedness remaining unpaid, or, if applicable, to any trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company, to the extent
necessary to pay all such Senior Indebtedness in full. In the event of the
failure of any Holder of Securities to endorse or assign any such payment,
distribution or security, each holder of Senior Indebtedness is hereby
irrevocably authorized to endorse or assign the same.


 


(5)                                  Nothing
contained herein shall impair, as between the Company and the Holder of any
Securities, the obligation of the Company to pay to the Holder thereof the
principal thereof and interest thereon as and when the same shall become due
and payable in accordance with the terms of such Security, or prevent the
Holder of any Securities from exercising all rights, powers and remedies
otherwise permitted by applicable law or pursuant to the terms of this
Indenture and the Security, upon a default or Event of Default under this
Indenture, all subject to the rights of the holders of the Senior Indebtedness
to receive cash, securities or other property otherwise payable or deliverable
to the Holders of the Securities.


 


(6)                                  Senior
Indebtedness shall not be deemed to have been paid in full unless the holders
thereof shall have received cash equal to the amount of such Senior Indebtedness
then outstanding. Upon the payment in full of all Senior Indebtedness, the
Holders of Securities shall be subrogated to all rights of any holders of
Senior Indebtedness to receive any further payments or distributions applicable
to the Senior Indebtedness until all amounts owing on the Securities shall have
been paid in full, and such payments or distributions received by the holders
of the Securities by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the Holders 


 


63

















 


of Securities, on the other
hand, be deemed to be a payment by the Company on account of Senior
Indebtedness and not on account of Securities.


 


The Company shall give prompt written notice to the
Trustee of any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Company
within the meaning of this Section. Upon any payment or distribution of assets
of the Company referred to in this Article, the Trustee, subject to the
provisions of Section 601, and the Holders of Securities shall be entitled
to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for
the benefit of creditors or other liquidating agent making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the person entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article.


 


In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any
person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Section, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such person, as to the extent to which such
person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the rights of such person under this Section, 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.


 


Section 1502.                          Effectuation of
Subordination by Trustee.  Each
Holder of Securities, by his acceptance thereof, authorizes and directs the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate, as between the Holders of the Securities and the holders of Senior
Indebtedness, the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.


 


Section 1503.                          Knowledge of
Trustee.


 


Nothing contained in this Article or elsewhere
in this Indenture, shall (a) prevent the Company from setting aside in
trust or depositing with the Trustee or any Paying Agent, at any time, except
during the pendency of any of the proceedings or upon the happening or
continuance of any of the events referred to in Section 1501, moneys for
the payment of principal of, or premium, if any, or interest on, the
Securities, or (b) prevent the application by the Trustee or Paying Agent
of any moneys deposited with it hereunder by or on behalf of the Company to the
payment of or on account of the principal of, or the premium, if any, or
interest on the Securities, if the Trustee or the Paying Agent, as the case may
be, did not have written notice of any event prohibiting such application by
the close of business on the Business Day immediately prior to the date of such
application.


 


Notwithstanding the provisions of this Article or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any Senior Indebtedness or of any default or
event of default with respect to any Senior Indebtedness or any fact or facts
which would prohibit the making of any payment of moneys to or by the Trustee,
or the taking of 


 


64

















 


any
other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, any Holder of Securities, any paying
or conversion agent of the Company or the holder or representative of any class
of Senior Indebtedness who shall have been certified by the Company or
otherwise established to the reasonable satisfaction of the Trustee to be such
holder or representative or by the trustee under any indenture pursuant to
which Senior Indebtedness shall be outstanding.


 


Section 1504.                          Trustee’s
Relation to Senior Indebtedness.  The Trustee shall be entitled to all rights
set forth in this Article with respect to any Senior Indebtedness at the
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 613 or elsewhere in this Indenture shall deprive
the Trustee of any of its rights as such holder.  Nothing in this Article shall
subordinate to Senior Indebtedness the claims of, or payments to, the Trustee
under or pursuant to Section 607.


 


With respect to the holders of Senior Indebtedness,
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 Senior Indebtedness
shall be read into this Indenture against the Trustee and the Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to Holders, the Company or any other Person monies or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.


 


Section 1505.                          Rights of
Holders of Senior Indebtedness Not Impaired.  No right of any present or future holder of
any Senior Indebtedness to enforce the subordination herein shall at any time
or in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any non-compliance 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.


 


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


 


ARTICLE SIXTEEN


 


MISCELLANEOUS PROVISIONS


 


Section 1601.                          Indenture and
Securities Solely Corporate Obligations.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, any supplemental indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as 


 


65

















 


such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or any of the Securities or implied therefrom; and
that any and all such personal liability, either at common law or in equity or
by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Securities.


 


Section 1602.                          Execution in
Counterparts.  This instrument
may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


Section 1603.                          Waiver of Jury
Trial.  EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


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


 


	
   

  	
  TAL
  International Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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