formofindenture






Exhibit 4.1                                APYX MEDICAL CORPORATION INDENTURE    Dated as of    __________, 20___  





 






 ii  TABLE OF CONTENTS          Page  No.       ARTICLE I DEFINITIONS  1 Section 1.01. Definitions  2   ARTICLE II FORMS OF SECURITIES  9 Section 2.01. Terms of the Securities  9 Section 2.02. Form of Trustee’s Certificate of Authentication  9   ARTICLE III THE DEBT SECURITIES  10 Section 3.01. Amount; Issuable in Series  10 Section 3.02. Denominations  13 Section 3.03. Execution, Authentication, Delivery and Dating  13 Section 3.04. Temporary Securities  15 Section 3.05. Registrar  16 Section 3.06. Transfer and Exchange  16 Section 3.07. Mutilated, Destroyed, Lost and Stolen Securities  20 Section 3.08. Payment of Interest; Interest Rights Preserved  21 Section 3.09. Cancellation  22 Section 3.10. Computation of Interest  22 Section 3.11. Currency of Payments in Respect of Securities  22 Section 3.12. Judgments  23 Section 3.13. CUSIP Numbers  23   ARTICLE IV REDEMPTION OF SECURITIES  24 Section 4.01. Applicability of Right of Redemption  24 Section 4.02. Selection of Securities to be Redeemed  24 Section 4.03. Notice of Redemption  24 Section 4.04. Deposit of Redemption Price  25 Section 4.05. Securities Payable on Redemption Date  25 Section 4.06. Securities Redeemed in Part  26   ARTICLE V SINKING FUNDS  26 Section 5.01. Applicability of Sinking Fund.  26 Section 5.02. Mandatory Sinking Fund Obligation  26 Section 5.03. Optional Redemption at Sinking Fund Redemption Price  27 Section 5.04. Application of Sinking Fund Payment  27   ARTICLE VI PARTICULAR COVENANTS OF THE COMPANY  28 Section 6.01. Payments of Securities  28 Section 6.02. Paying Agent  28 Section 6.03. To Hold Payment in Trust  29 Section 6.04. Merger, Consolidation and Sale of Assets  30 Section 6.05. Compliance Certificate  31 Section 6.06. Conditional Waiver by Holders of Securities  31 Section 6.07. Statement by Officers as to Default  32 





 






 iii  ARTICLE VII REMEDIES OF TRUSTEE AND SECURITYHOLDERS  32 Section 7.01. Events of Default  32 Section 7.02. Acceleration; Rescission and Annulment  34 Section 7.03. Other Remedies  35 Section 7.04. Trustee as Attorney-in-Fact  36 Section 7.05. Priorities  36 Section 7.06. Control by Securityholders; Waiver of Past Defaults  37 Section 7.07. Limitation on Suits  37 Section 7.08. Undertaking for Costs  38 Section 7.09. Remedies Cumulative  38   ARTICLE VIII CONCERNING THE SECURITYHOLDERS  39 Section 8.01. Evidence of Action of Securityholders  40 Section 8.02. Proof of Execution or Holding of Securities  40 Section 8.03. Persons Deemed Owners.  41 Section 8.04. Effect of Consents  41   ARTICLE IX SECURITYHOLDERS’ MEETINGS  41 Section 9.01. Purposes of Meetings  41 Section 9.02. Call of Meetings by Trustee  42 Section 9.03. Call of Meetings by Company or Securityholders  42 Section 9.04. Qualifications for Voting  42 Section 9.05. Regulation of Meetings  42 Section 9.06. Voting  43 Section 9.07. No Delay of Rights by Meeting  43   ARTICLE X REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’  LISTS  43 Section 10.01. Reports by Trustee.  43 Section 10.02. Reports by the Company  43 Section 10.03. Securityholders’ Lists  43   ARTICLE XI CONCERNING THE TRUSTEE  44 Section 11.01. Rights of Trustees; Compensation and Indemnity  44 Section 11.02. Duties of Trustee  46 Section 11.03. Notice of Defaults  48 Section 11.04. Eligibility; Disqualification.  48 Section 11.05. Registration and Notice; Removal  48 Section 11.06. Successor Trustee by Appointment.  49 Section 11.07. Successor Trustee by Merger  51 Section 11.08. Right to Rely on Officer’s Certificate  51 Section 11.09. Appointment of Authenticating Agent  51 Section 11.10. Communications by Securityholders with Other Securityholders  52   ARTICLE XII SATISFACTION AND DISCHARGE; DEFEASANCE  53 Section 12.01. Applicability of Article  53 Section 12.02. Satisfaction and Discharge of Indenture  53 Section 12.03. Defeasance upon Deposit of Moneys or U.S Government Obligations  54 Section 12.04. Repayment to Company  55 Section 12.05. Indemnity for U.S Government Obligations  55 Section 12.06. Application of Trust Money  55 Section 12.07. Deposits of Non-U.S  56   ARTICLE XIII IMMUNITY OF CERTAIN PERSONS  56 Section 13.01. No Personal Liability  56 





 






 iv ARTICLE XIV SUPPLEMENTAL INDENTURES  56 Section 14.01. Without Consent of Securityholders  56 Section 14.02. With Consent of Securityholders; Limitations.  58 Section 14.03. Trustee Protected  59 Section 14.04. Effect of Execution of Supplemental Indenture  61 Section 14.05. Notation on or Exchange of Securities  60 Section 14.06. Conformity with TIA  60   ARTICLE XV SUBORDINATION OF SECURITIES  60 Section 15.01. Agreement to Subordinate  60 Section 15.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities  61 Section 15.03. No Payment on Securities in Event of Default on Senior Indebtedness  62 Section 15.04. Payments on Securities Permitted  62 Section 15.05. Authorization of Securityholders to Trustee to Effect Subordination  63 Section 15.06. Notices to Trustee  63 Section 15.07. Trustee as Holder of Senior Indebtedness  64 Section 15.08. Modifications of Terms of Senior Indebtedness  64 Section 15.09. Reliance on Judicial Order or Certificate of Liquidating Agent  64 Section 15.10. Satisfaction and Discharge; Defeasance and Covenant Defeasance  64 Section 15.11. Trustee Not Fiduciary for Holders of Senior Indebtedness  64   ARTICLE XVI MISCELLANEOUS PROVISIONS  65 Section 16.01. Certificates and Opinions as to Conditions Precedent  65 Section 16.02. Trust Indenture Act Controls  66 Section 16.03. Notices to the Company and Trustee  66 Section 16.04. Notices to Securityholders; Waiver  66 Section 16.05. Legal Holiday  67 Section 16.06. Effects of Headings and Table of Contents  67 Section 16.07. Successors and Assigns  67 Section 16.08. Severability Clause  67 Section 16.09. Benefits of Indenture  67 Section 16.10. Counterparts Originals  68 Section 16.11. Governing Law; Waiver of Trial by Jury  68   





 






  APYX MEDICAL CORPORATION    INDENTURE    Dated as of    __________, 20___    DEBT SECURITIES  Trustee      INDENTURE dated as of _______________, 20___, among Apyx Medical Corporation, a  Delaware corporation (the “Company”), and ____________, as trustee (the “Trustee”).     WITNESSETH:    WHEREAS, the Company has duly authorized the execution and delivery of this  Indenture to provide for the issuance of debentures, notes, bonds or other evidences of  indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from  time to time in one or more series as provided in this Indenture; and     WHEREAS, all things necessary to make this Indenture a valid and legally binding  agreement of the Company, in accordance with its terms, have been done.     NOW, THEREFORE, THIS INDENTURE WITNESSETH:     That, in consideration of the premises and the purchase of the Securities by the Holders  thereof for the equal and proportionate benefit of all of the present and future Holders of the  Securities, each party agrees and covenants as follows:     ARTICLE I  DEFINITIONS    For all purposes of this Indenture, except as otherwise expressly provided or unless the  context otherwise requires:     (a) the terms defined in this Article have the meanings assigned to them in this Article  and include the plural as well as the singular;     (b) all terms used herein without definition which are defined in the Trust Indenture Act,  either directly or by reference therein, have the meanings assigned to them therein;     (c) 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    





 






 2 (d) References to “Article” or “Section” or other subdivision herein are references to an  Article, Section or other subdivision of the Indenture, unless the context otherwise requires.     Section 1.01. Definitions.     (a) Unless otherwise defined in this Indenture or the context otherwise requires, all terms  used herein shall have the meanings assigned to them in the Trust Indenture Act.     (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall  for all purposes of this Indenture have the meanings hereinafter set forth, the following  definitions to be equally applicable to both the singular and the plural forms of any of the terms  herein defined:     "Affiliate" with respect to any specified Person shall mean 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" shall have the meaning assigned to it in Section 11.09.     "Board of Directors" shall mean either the board of directors of the Company or the  executive or any other committee of that board duly authorized to act in respect hereof.     "Board Resolution" shall mean a copy of a resolution or resolutions certified by the  Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of  Directors (or by a committee of the Board of Directors to the extent that any such other  committee has been authorized by the Board of Directors to establish or approve the matters  contemplated) 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 or any other particular  location referred to in this Indenture or in the Securities, shall mean each Monday, Tuesday,  Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place  of Payment or other location are authorized or obligated by law or executive order to close.     "Capital Stock” shall mean:     (a) in the case of a corporation, corporate stock;     (b) in the case of an association or business entity, any and all shares, interests,  participations, rights or other equivalents (however designated) of corporate stock;     (c) in the case of a partnership or limited liability company, partnership interests (whether  general or limited) or membership interests; and   





 






 3   (d) any other interest or participation that confers on a Person the right to receive a share  of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from  all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt  securities include any right of participation with Capital Stock.     "Code" shall mean the Internal Revenue Code of 1986 as in effect on the date hereof.     "Company" shall mean 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 Order" shall mean a written order signed in the name of the Company by the  Chairman, Chief Executive Officer, President, Chief Financial Officer, any Vice President,  Treasurer, any Assistant Treasurer, Controller, Assistant Controller, Secretary or any Assistant  Secretary of the Company, and delivered to the Trustee.     "Corporate Trust Office" or other similar term, shall mean the principal office of the  Trustee at which at any particular time its corporate trust business shall be administered, which  office at the date hereof is located at _________, or such other address as the Trustee may  designate from time to time by notice to the Holders and the Company, or the principal corporate  trust officer of any successor Trustee (or such other address as such successor Trustee may  designate from time to time by notice to the Holders and the Company).     "Currency" shall mean U.S. Dollars or Foreign Currency.     "Default" shall have the meaning assigned to it in Section 11.03.     "Defaulted Interest" shall have the same meaning assigned to it in Section 3.08(b).     "Depositary" shall mean, with respect to the Securities of any series issuable in whole or  in part in the form of one or more Global Securities, the Person designated as Depositary by the  Company pursuant to Section 3.01 until a successor Depositary shall have become such pursuant  to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include  each Person who is then a Depositary hereunder, and if at any time there is more than one such  Person, “Depositary” as used with respect to the Securities of any such series shall mean the  Depositary with respect to the Securities of that series.     "Designated Currency" shall have the same meaning assigned to it in Section 3.12.     “Discharged” shall have the meaning assigned to it in Section 12.03.     "Event of Default" shall have the meaning specified in Section 7.01.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.     





 






 4 "Exchange Rate" shall have the meaning assigned to it in Section 7.01.     "Floating Rate Security" shall mean a Security that provides for the payment of interest  at a variable rate determined periodically by reference to an interest rate index specified pursuant  to Section 3.01.     "Foreign Currency": The term “Foreign Currency” shall mean a currency issued by the  government of any country other than the United States or a composite currency, the value of  which is determined by reference to the values of the currencies of any group of countries.     "GAAP" shall mean generally accepted accounting principles in the United States as in  effect from time to time, including, without limitation, those set forth in the opinions and  pronouncements of the Accounting Principles Board of the American Institute of Certified Public  Accountants and statements and pronouncements of the Financial Accounting Standards Board  or in such other statements by such other entity as approved by a significant segment of the  accounting profession.     "Global Security" shall mean any Security that evidences all or part of a series of  Securities, issued in fully-registered certificated form to the Depositary for such series in  accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).     "Holder” or “Holder of Securities" are defined under “Security holder” or “Holder of  Securities” or “Holder.”     "Indebtedness" shall mean any and all obligations of a Person for money borrowed  which, in accordance with GAAP, would be reflected on the balance sheet of such Person as a  liability on the date as of which Indebtedness is to be determined.     "Indenture" shall mean this instrument and all indentures supplemental hereto.     "Interest" shall mean, with respect to an Original Issue Discount Security that by its  terms bears interest only after Maturity, interest payable after Maturity.     "Interest Payment Date" shall mean, with respect to any Security, the Stated Maturity of  an installment of interest on such Security.     "Mandatory Sinking Fund Payment" shall have the meaning assigned to it in Section  5.01.     "Maturity" shall mean the date on which the principal of such Security shall become due  and payable as therein and herein provided, whether by declaration, call for redemption or  otherwise.     "Members" shall have the meaning assigned to it in Section 3.03(i).     





 






 5 "Officer’s Certificate" shall mean a certificate signed by any of the Chairman of the  Board of Directors, Chief Executive Officer, President, Chief Financial Officer, any Vice  President, Treasurer, any Assistant Treasurer, Controller, Assistant Controller, Secretary or any  Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall  include the statements provided for in Section 16.01 if and to the extent required by the  provisions of such Section.     "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who  may be an employee of or of counsel to the Company, or may be other counsel that meets the  requirements provided for in Section 16.01.     "Optional Sinking Fund Payment" shall have the meaning assigned to it in Section  5.01.     "Original Issue Discount Security" shall mean any Security that is issued with “original  issue discount” within the meaning of Section 1273(a) of the Code and the regulations  thereunder and any other Security designated by the Company as issued with original issue  discount for United States federal income tax purposes.     "Outstanding" when used with respect to Securities means, as of the date of  determination, all Securities theretofore authenticated and delivered under this Indenture, except:     (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for  cancellation;     (b) Securities or portions thereof for which 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 or Securities as to which the  Company’s obligations have been Discharged; provided, however, that if such Securities or  portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to  this Indenture or provision therefor satisfactory to the Trustee has been made; and     (c) Securities that have been paid pursuant to Section 3.07(b) 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 a Responsible  Officer of 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 Securities  of a series Outstanding have performed any action hereunder, Securities owned by the Company  or any other obligor upon the Securities of such series 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 action, only Securities of such  series that a Responsible Officer of the Trustee actually knows to be so owned shall be so  disregarded. Securities so owned that have been pledged in good faith may be regarded as  Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act  





 






 6 with respect to such Securities and that the pledgee is not the Company or any other obligor upon  such Securities or any Affiliate of the Company or of such other obligor. In determining whether  the Holders of the requisite principal amount of Outstanding Securities of a series have  performed any action hereunder, the principal amount of an Original Issue Discount Security that  shall be deemed to be Outstanding for such purpose shall be the amount of the principal thereof  that would be due and payable as of the date of such determination upon a declaration of  acceleration of the Maturity thereof pursuant to Section 7.02 and the principal amount of a  Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such  purpose shall be the amount calculated pursuant to Section 3.11(b).     "Paying Agent" shall have the meaning assigned to it in Section 6.02(a).     "Person" shall mean an individual, a corporation, a limited liability company, a  partnership, an association, a joint stock company, a trust, an unincorporated organization or a  government or an agency or political subdivision thereof.     "Place of Payment" shall mean, when used with respect to the Securities of any series,  the place or places where the principal of and premium, if any, and interest on the Securities of  that series are payable as specified pursuant to Section 3.01.     "Predecessor Security" shall mean, with respect to any Security, every previous Security  evidencing all or a portion of the same debt as that evidenced by such particular Security, and,  for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in  lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,  destroyed or stolen Security.     "Record Date" shall mean, with respect to any interest payable on any Security on any  Interest Payment Date, the close of business on any date specified in such Security for the  payment of interest pursuant to Section 3.01.     "Redemption Date" shall mean, when used with respect to any Security to be redeemed,  in whole or in part, the date fixed for such redemption by or pursuant to this Indenture and the  terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified  pursuant to Section 3.01, shall be an Interest Payment Date only.     "Redemption Price" when used with respect to any Security to be redeemed, in whole or  in part, shall mean the price at which it is to be redeemed pursuant to the terms of the Security  and this Indenture.     "Register" shall have the meaning assigned to it in Section 3.05(a).     "Registrar" shall have the meaning assigned to it in Section 3.05(a).     "Responsible Officers" when used with respect to the Trustee hereunder shall mean any  Vice President, any Assistant Vice President, any Trust Officer, any Assistant Trust Officer or  any other officer associated with the corporate trust department of the Trustee customarily  





 






 7 performing functions similar to those performed by any of the above designated officers, and  also means, with respect to a particular corporate trust matter, any other officer of the Trustee to  whom such matter is referred because of such person’s knowledge of and familiarity with the  particular subject and who shall have direct responsibility for the administration of this  Indenture.     "SEC" shall mean the U.S. Securities and Exchange Commission, as constituted from  time to time.     "Securities Act" shall mean the Securities Act of 1933, as amended.     "Security" or “Securities” shall have the meaning stated in the recitals and shall more  particularly mean one or more of the Securities duly authenticated by the Trustee and delivered  pursuant to the provisions of this Indenture.     “Security Custodian” shall mean the custodian with respect to any Global Security  appointed by the Depositary, or any successor Person thereto, and shall initially be the Paying  Agent.     "Securityholder” or “Holder of Securities” or “Holder" shall mean the Person in whose  name Securities shall be registered in the Register kept for that purpose hereunder.     "Senior Indebtedness" means the principal of (and premium, if any) and unpaid interest  on (x) Indebtedness of the Company, whether outstanding on the date hereof or thereafter  created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of  the Company which when incurred, and without respect to any election under Section 1111(b) of  the Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the  Company to any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any  liability for taxes, (e) Trade Payables and (f) any Indebtedness of the Company which is  expressly subordinate in right of payment to any other Indebtedness of the Company, and (y)  renewals, extensions, modifications and refundings of any such Indebtedness. For purposes of  the foregoing and the definition of “Senior Indebtedness,” the phrase “subordinated in right of  payment” means debt subordination only and not lien subordination, and accordingly, (i)  unsecured indebtedness shall not be deemed to be subordinated in right of payment to secured  indebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens  and other contractual arrangements that provide for priorities among Holders of the same or  different issues of indebtedness with respect to any collateral or the proceeds of collateral shall  not constitute subordination in right of payment. This definition may be modified or superseded  by a supplemental indenture.     "Special Record Date" shall have the meaning assigned to it in Section 3.08(b)(i).     "Stated Maturity" when used with respect to any Security or any installment of interest  thereon, shall mean the date specified in such Security as the fixed date on which the principal  (or any portion thereof) of or premium, if any, on such Security or such installment of interest is  due and payable.   





 






 8   "Subsidiary"  when used with respect to any Person, shall mean:      (a) any corporation, limited liability company, association or other business entity of  which more than 50% of the total voting power of shares of Capital Stock entitled (without  regard to the occurrence of any contingency and after giving effect to any voting agreement or  stockholders’ agreement that effectively transfers voting power) to vote in the election of  directors, managers or trustees of the corporation, association or other business entity is at the  time owned or controlled, directly or indirectly, by that Person or one or more of the other  Subsidiaries of that Person (or a combination thereof); and      (b) any partnership (i) the sole general partner or the managing general partner of  which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are  that Person or one or more Subsidiaries of that Person (or any combination thereof).     "Successor Company" shall have the meaning assigned to it in Section 3.06(i).     "Trade Payables" means accounts payable or any other Indebtedness or monetary  obligations to trade creditors created or assumed by the Company or any Subsidiary of the  Company in the ordinary course of business (including guarantees thereof or instruments  evidencing such liabilities).     "Trust Indenture Act” or “TIA" shall mean the Trust Indenture Act of 1939, as  amended.     "Trustee" shall mean the Person named as the “Trustee” in the first paragraph of this  Indenture until a successor Trustee shall have become such with respect to one or more series of  Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall  mean or include each Person who is then a Trustee hereunder, and if at any time there is more  than one such Person, “Trustee” as used with respect to the Securities of any series shall mean  the Trustee with respect to Securities of that series.     “U.S. Dollars” shall mean such currency of the United States as at the time of payment  shall be legal tender for the payment of public and private debts.     “U.S. Government Obligations” means securities that are (i) direct obligations of the  United States for the payment of which its full faith and credit is pledged or (ii) obligations of a  Person controlled or supervised by and acting as an agency or instrumentality of the United  States the timely of payment of which is unconditionally guaranteed as a full faith and credit  obligation by the United States, that, in either case under clauses (i) or (ii) are not callable or  redeemable at the action of the issuer thereof, and shall also include a depositary receipt issued  by a bank or trust company as custodian with respect to any such U.S. Government Obligation or  a specific payment of interest on or principal of any such U.S. Government Obligation held by  such custodian for the account of the holder of a depositary receipt; provided that (except as  required by law) such custodian is not authorized to make any deduction from the amount  payable to the holder of such depositary receipt from any amount received by the custodian in  





 






 9 respect of the U.S. Government Obligation or the specific payment of interest on or principal of  the U.S. Government Obligation evidenced by such depositary receipt.     “United States” shall mean the United States of America (including the States and the  District of Columbia), its territories and its possessions and other areas subject to its jurisdiction.     ARTICLE II  FORMS OF SECURITIES    Section 2.01. Terms of the Securities.     (a) The Securities of each series shall be substantially in the form set forth in a Board  Resolution or Company Order or in one or more indentures supplemental hereto, and shall have  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  or designation and such legends or endorsements placed thereon as the Company may deem  appropriate and as are not inconsistent with the provisions of this Indenture, or as may be  required to comply with any law or with any rule or regulation made pursuant thereto or with any  rule or regulation of any securities exchange on which any series of the Securities may be listed  or of any automated quotation system on which any such series may be quoted, or to conform to  usage, all as determined by the officers executing such Securities as conclusively evidenced by  their execution of such Securities.     (b) The terms and provisions of the Securities shall constitute, and are hereby expressly  made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by  their execution and delivery of this Indenture expressly agree to such terms and provisions and to  be bound thereby.     Section 2.02. Form of Trustee’s Certificate of Authentication.     (a) Only such of the Securities as shall bear thereon a certificate substantially in the form  of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by  manual signature, shall be valid or become obligatory for any purpose or entitle the Holder  thereof to any right or benefit under this Indenture.     (b) Each Security shall be dated the date of its authentication, except that any Global  Security shall be dated as of the date specified as contemplated in Section 3.01.     (c) The form of the Trustee’s certificate of authentication to be borne by the Securities  shall be substantially as follows:               





 






 10 TRUSTEE’S CERTIFICATE OF AUTHENTICATION    This is one of the Securities of the series designated therein referred to in the within-mentioned  Indenture.    Date of Authentication: ____________________________ ____________________, as Trustee            By: ___________________________________        Authorized Signatory    Section 2.03. Form of Trustee’s Certificate of Authentication by an Authenticating  Agent. If at any time there shall be an Authenticating Agent appointed with respect to any series  of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be  borne by Securities of each such series shall be substantially as follows:    TRUSTEE’S CERTIFICATE OF AUTHENTICATION    This is one of the Securities of the Series designated herein referred to in the within-mentioned  Indenture.    Date of Authentication: ____________________________ ____________________, as Trustee         By: _________________________________        Authenticating Agent       By: _________________________________        Authorized Signatory        ARTICLE III  THE DEBT SECURITIES    Section 3.01. Amount; Issuable in Series. The aggregate principal amount of Securities  that may be authenticated and delivered under this Indenture is unlimited. The Securities may be  issued in one or more series. There shall be set forth in a Company Order or Board Resolution in  one or more indentures supplemental hereto, prior to the issuance of Securities of any series:    (a) the title of the Securities of the series (which shall distinguish the Securities of such  series from the Securities of all other series, except to the extent that additional Securities of an  existing series are being issued);  





 






 11   (b) whether the Securities will be secured or unsecured, and the terms of any secured  debt;    (c) the terms of the subordination of any series of subordinated Securities;    (d) any limit upon the aggregate principal amount of the Securities of the series that may  be authenticated and delivered under this Indenture (except for Securities authenticated and  delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series  pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05);    (e) the dates on which or periods during which the Securities of the series may be issued,  and the dates on, or the range of dates within, which the principal of and premium, if any, on the  Securities of such series are or may be payable or the method by which such date or dates shall  be determined or extended;    (f) the rate or rates at which the Securities of the series shall bear interest, if any, or the  method by which such rate or rates shall be determined, the date or dates from which such  interest shall accrue, or the method by which such date or dates shall be determined, the Interest  Payment Dates on which any such interest shall be payable, and the Record Dates for the  determination of Holders to whom interest is payable on such Interest Payment Dates or the  method by which such date or dates shall be determined, the right, if any, to extend or defer  interest payments and the duration of such extension or deferral;    (g) if other than U.S. Dollars, the Currency in which Securities of the series shall be  denominated or in which payment of the principal of, premium, if any, or interest on the  Securities of the series shall be payable and any other terms concerning such payment;    (h) if the amount of payment of principal of, premium, if any, or interest on the Securities  of the series may be determined with reference to an index, formula or other method including,  but not limited to, an index based on a Currency or Currencies other than that in which the  Securities are stated to be payable, the manner in which such amounts shall be determined;    (i) if the principal of, premium, if any, or interest on Securities of the series are to be  payable, at the election of the Company or a Holder thereof, in a Currency other than that in  which the Securities are denominated or stated to be payable without such election, the period or  periods within which, and the terms and conditions upon which, such election may be made and  the time and the manner of determining the exchange rate between the Currency in which the  Securities are denominated or payable without such election and the Currency in which the  Securities are to be paid if such election is made;    (j) the place or places, if any, in addition to or instead of the Corporate Trust Office of the  Trustee where the principal of, premium, if any, and interest on Securities of the series shall be  payable, and where Securities of any series may be presented for registration of transfer,  exchange or conversion, 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;  





 






 12   (k) the form of consideration in which principal of, premium or interest on the Securities  will be paid;    (l) the price or prices at which, the period or periods within which or the date or dates on  which, and the terms and conditions upon which Securities of the series may be redeemed, in  whole or in part, at the option of the Company, if the Company is to have that option;    (m) the obligation or right, if any, of the Company to redeem, purchase or repay  Securities of the series pursuant to any sinking fund, amortization or analogous provisions or at  the option of a Holder thereof and the price or prices at which, the period or periods within  which or the date or dates on which, the Currency or Currencies in which and the terms and  conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole  or in part, pursuant to such obligation;    (n) if other than denominations of $1,000 or any integral multiple thereof, the  denominations in which Securities of the series shall be issuable;    (o) if other than the principal amount thereof, the portion of the principal amount of the  Securities of the series which shall be payable upon declaration of acceleration of the Maturity  thereof pursuant to Section 7.02;     (p) whether the Securities of the series are to be issued as Original Issue Discount  Securities and the amount of discount with which such Securities may be issued;    (q) provisions, if any, for the defeasance of Securities of the series in whole or in part and  any addition or change in the provisions related to satisfaction and discharge;    (r) whether the Securities of the series are to be issued in whole or in part in the form of  one or more Global Securities and, in such case, the Depositary for such Global Security or  Securities and the terms and conditions, if any, upon which interests in such Global Security or  Securities may be exchanged in whole or in part for the individual Securities represented  thereby;    (s) the date as of which any Global Security of the series shall be dated if other than the  original issuance of the first Security of the series to be issued;    (t) the form of the Securities of the series;    (u) if the Securities of the series are to be convertible into or exchangeable for any  securities or property of any Person (including the Company), the terms and conditions upon  which such Securities will be so convertible or exchangeable, and any additions or changes, if  any, to permit or facilitate such conversion or exchange;    (v) whether the Securities of such series are subject to subordination and the terms of  such subordination;  





 






 13   (w) any restriction or condition on the transferability of the Securities of such series;    (x) any addition or change in the provisions related to compensation and reimbursement  of the Trustee which applies to Securities of such series;    (y) any addition or change in the provisions related to supplemental indentures set forth  in Sections 14.04 and 14.02 which applies to Securities of such series;    (z) provisions, if any, granting special rights to Holders upon the occurrence of specified  events;    (aa) 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 7.02 and any addition  or change in the provisions set forth in Article VII which applies to Securities of the series;    (bb) any addition to or change in the covenants set forth in Article VI which applies to  Securities of the series; and    (cc) any other terms of the Securities of such series (which terms shall not be inconsistent  with the provisions of this Indenture, except as permitted by Section 14.01).  All Securities of any one series shall be substantially identical, except as to denomination and  except as may otherwise be provided herein or set forth in a Company Order or in one or more  indentures supplemental hereto.    Section 3.02. Denominations. In the absence of any specification pursuant to Section 3.01  with respect to Securities of any series, the Securities of such series shall be issuable only as  Securities in denominations of any integral multiple of $1,000, and shall be payable only in U.S.  Dollars.    Section 3.03. Execution, Authentication, Delivery and Dating.    (a) The Securities shall be executed in the name and on behalf of the Company by the  manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer,  President, Chief Operating Officer, Chief Financial Officer, one of its Vice Presidents or  Treasurer. If the Person whose signature is on a Security no longer holds that office at the time  the Security is authenticated and delivered, the Security shall nevertheless be valid.    (b) 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, if required pursuant to Section 3.01, a supplemental indenture or Company Order  setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and  deliver such Securities without any further action by the Company. The Company Order shall  





 






 14 specify the amount of Securities to be authenticated and the date on which the original issue of  Securities is to be authenticated.    (c) In authenticating the first Securities of any series and accepting the additional  responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and  (subject to Section 11.02) shall be fully protected in relying upon an Officer’s Certificate and an  Opinion of Counsel, each prepared in accordance with Section 16.01 stating that the conditions  precedent, if any, provided for in the Indenture have been complied with.    (d) The Trustee shall have the right to decline to authenticate and deliver the Securities  under this Section 3.03 if the issue of the 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.    (e) Each Security shall be dated the date of its authentication, except as otherwise  provided pursuant to Section 3.01 with respect to the Securities of such series.    (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the  Securities of any series are not to be originally issued at the same time, then the documents  required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the  authentication and delivery of the first Security of such series;    (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series  are to be issued in whole or in part in the form of one or more Global Securities, then the  Company shall execute and the Trustee shall authenticate and deliver one or more Global  Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of  the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be  registered, if in registered form, in the name of the Depositary for such Global Security or  Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such  Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially  to the following effect:         “Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”      The aggregate principal amount of each Global Security may from time to time be increased or  decreased by adjustments made on the records of the Security Custodian, as provided in this  Indenture.    (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in  registered form must, at the time of its designation and at all times while it serves as such  





 






 15 Depositary, be a clearing agency registered under the Exchange Act and any other applicable  statute or regulation.    (i) Members of, or participants in, the Depositary (“Members”) shall have no rights  under this Indenture with respect to any Global Security held on their behalf by the Depositary or  by the Security Custodian under such Global Security, and the Depositary may be treated by the  Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute  owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,  nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any  of their agents from giving effect to any written certification, proxy or other authorization  furnished by the Depositary or impair, as between the Depositary and its Members, the operation  of customary practices of the Depositary governing the exercise of the rights of an owner a  beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and  otherwise authorize any Person, including Members and Persons that may hold interests through  Members, to take any action that a Holder is entitled to take under this Indenture or the  Securities.    (j) 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 one of the forms provided for herein duly executed by the Trustee or by an  Authenticating Agent by manual or facsimile signature of an authorized signatory of the Trustee,  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.    Section 3.04. Temporary Securities.    (a) 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 reproduced, in  any authorized denomination, substantially of the tenor of the definitive Securities in lieu of  which they are issued, in registered form and with such appropriate insertions, omissions,  substitutions and other variations as the officers executing such Securities may determine, as  conclusively evidenced by their execution of such Securities. Any such temporary Security may  be in global form, representing all or a portion of the Outstanding Securities of such series. Every  such temporary Security shall be executed by the Company and shall be authenticated and  delivered by the Trustee upon the same conditions and in substantially the same manner, and  with the same effect, as the definitive Security or Securities in lieu of which it is issued.    (b) If temporary Securities of any series are issued, the Company will cause definitive  Securities of such series to be prepared without unreasonable delay. After the preparation of  definitive Securities of such series, the temporary Securities of such series shall be exchangeable  for definitive Securities of such series upon surrender of such temporary Securities at the office  or agency of the Company in a Place of Payment for such 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 a like  





 






 16 principal amount of definitive Securities of the same series of authorized denominations and of  like tenor. 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.    (c) Upon any exchange of a portion of a temporary Global Security for a definitive  Global Security or for the individual Securities represented thereby pursuant to this Section 3.04  or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the  reduction of the principal amount evidenced thereby, whereupon the principal amount of such  temporary Global Security shall be reduced for all purposes by the amount so exchanged and  endorsed.    Section 3.05. Registrar.    (a) The Company will keep, at an office or agency to be maintained by it in a Place of  Payment where Securities may be presented for registration or presented and surrendered for  registration of transfer or of exchange, and where Securities of any series that are convertible or  exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”), a  security register for the registration and the registration of transfer or of exchange of the  Securities (the registers 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  “Register”), as in this Indenture provided, which Register shall at all reasonable times be open  for inspection by the Trustee. Such Register shall be in written form or in any other form capable  of being converted into written form within a reasonable time. The Company may have one or  more co-Registrars; the term “Registrar” includes any co-registrar.     (b) The Company shall enter into an appropriate agency agreement with any Registrar or  co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this  Indenture that relate to such agent. The Company shall notify the Trustee of the name and  address of each such agent. If the Company fails to maintain a Registrar for any series, the  Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to  Section 11.01. The Company or any Affiliate thereof may act as Registrar, co-Registrar or  transfer agent.    (c) The Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in  connection with the Securities and this Indenture, until such time as another Person is appointed  as such.    Section 3.06. Transfer and Exchange.    (a) Transfer.      (i) Upon surrender for registration of transfer of any Security of any series at the Registrar the Company shall execute, and the Trustee or any Authenticating Agent shall  authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series for like aggregate principal amount of any authorized denomination or denominations. The transfer of any Security shall not be valid as against  





 






 17 the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at the request of his, her or its attorney duly authorized in writing.      (ii) Notwithstanding any other provision of this Section, unless and until it is exchanged  in whole or in part for the individual Securities represented thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a  nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.   (b) Exchange.      (i) At the option of the Holder, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other Securities of the same series for like aggregate principal amount of any authorized denomination or denominations, upon  surrender of the Securities to be exchanged at the Registrar.      (ii) 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.    (c) Exchange of Global Securities for Individual Securities. Except as provided below,  owners of beneficial interests in Global Securities will not be entitled to receive individual  Securities.      (i) Individual Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03(h) and, in each case, a successor Depositary is not appointed by the Company within 90 days of such notice, or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s Certificate stating that such Global Security shall be so exchangeable.    In connection with the exchange of an entire Global Security for individual Securities  pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the  Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a  Company Order for the authentication and delivery of individual Securities of such series, will  authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its  beneficial interest in such Global Security, an equal aggregate principal amount of individual  Securities of authorized denominations.       (ii) The owner of a beneficial interest in a Global Security will be entitled to receive an individual Security in exchange for such interest if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of instructions from  the Holder of a Global Security directing the Security Custodian and Registrar to (x) 





 






 18 issue one or more individual Securities in the amounts specified to the owner of a beneficial interest in such Global Security and (y) debit or cause to be debited an  equivalent amount of beneficial interest in such Global Security, subject to the rules and regulations of the Depositary:        (A) the Security Custodian and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount of such beneficial interest in such Global Security;        (B) the Company shall promptly execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series, shall authenticate and deliver to such beneficial owner individual Securities in an equivalent amount to such beneficial interest in such Global Security; and         (C) the Security Custodian and Registrar shall decrease such Global Security by such amount in accordance with the foregoing. In the event that the individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such individual Securities, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if such individual Securities had been issued.       (iii) If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security  for such series of Securities in exchange in whole or in part for individual Securities of such series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver,  without service charge,        (A) to each Person specified by such Depositary a new individual Security or Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s  beneficial interest in the Global Security; and        (B) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of individual Securities delivered to Holders thereof.       (iv) In any exchange provided for in clauses (i) through (iii), the Company will execute and the Trustee will authenticate and deliver individual Securities in registered form in authorized denominations.      (v) Upon the exchange in full of a Global Security for individual Securities, such Global 





 






 19 Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.    (d) All Securities issued upon any registration of transfer or exchange of Securities shall  be valid obligations of the Company evidencing the same debt, and entitled to the same benefits  under this Indenture, as the Securities surrendered for such registration of transfer or exchange.    (e) Every Security presented or surrendered for registration of transfer, or for exchange or  payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed, or  be accompanied by a written instrument or instruments of transfer in form satisfactory to the  Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its  attorney duly authorized in writing.    (f) No service charge will be made for any registration of transfer or exchange of  Securities. The Company may require payment of a sum sufficient to cover any tax, assessment  or other governmental charge that may be imposed in connection with any registration of transfer  or exchange of Securities, other than those expressly provided in this Indenture to be made at the  Company’s own expense or without expense or charge to the Holders.    (g) The Company shall not be required to (i) register, transfer or exchange Securities of  any series during a period beginning at the opening of business 15 days before the day of the  transmission of a notice of redemption of Securities of such series selected for redemption under  Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,  transfer or exchange any Security so selected for redemption in whole or in part, except the  unredeemed portion of any Security being redeemed in part.    (h) Prior to the due presentation for registration of transfer or exchange of any Security,  the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their  agents may deem and treat the Person in whose name a Security is registered as the absolute  owner of such Security (whether or not such Security shall be overdue and notwithstanding any  notation of ownership or other writing thereon) for all purposes whatsoever, and none of the  Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents  shall be affected by any notice to the contrary.    (i) In case a successor Company (“Successor Company”) has executed an indenture  supplemental hereto with the Trustee pursuant to Article XIV, any of the Securities authenticated  or delivered pursuant to such transaction may, from time to time, at the request of the Successor  Company, be exchanged for other Securities executed in the name of the Successor Company  with such changes in phraseology and form as may be appropriate, but otherwise identical to the  Securities surrendered for such exchange and of like principal amount; and the Trustee, upon  Company Order of the Successor Company, shall authenticate and deliver Securities as specified  in such order for the purpose of such exchange. If Securities shall at any time be authenticated  





 






 20 and delivered in any new name of a Successor Company pursuant to this Section 3.06 in  exchange or substitution for or upon registration of transfer of any Securities, such Successor  Company, at the option of the Holders but without expense to them, shall provide for the  exchange of all Securities at the time Outstanding for Securities authenticated and delivered in  such new name.     (j) Each Holder of a Security agrees to indemnify the Company and the Trustee against  any liability that may result from the transfer, exchange or assignment of such Holder’s Security  in violation of any provision of this Indenture and/or applicable United States federal or state  securities laws.     (k) The Trustee shall have no 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 other than to require delivery of  such certificates and other documentation or evidence as are expressly required by, and to do so  if and when expressly required by the terms of, this Indenture, and to examine the same to  determine substantial compliance as to form with the express requirements hereof.     (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any  actions taken or not taken by the Depositary.     Section 3.07. Mutilated, Destroyed, Lost and Stolen Securities.     (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office  or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss  or theft of any Security, and there is delivered to the Company and the Trustee security or  indemnity bond satisfactory to them to save each of them and any Paying Agent harmless, and  neither the Company nor the Trustee receives notice that such Security has been acquired by a  protected purchaser, then the Company shall execute and upon Company Order the Trustee shall  authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or  stolen Security, a new Security of the same series and of like tenor, form, terms and principal  amount, bearing a number not contemporaneously outstanding, that neither gain nor loss in  interest shall result from such exchange or substitution.     (b) 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 the amount due on such Security in accordance with its terms.     (c) 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 respect thereto and any other expenses (including the fees and expenses of the  Trustee) connected therewith.     (d) Every new Security of any series issued pursuant to this Section shall constitute an  original additional contractual obligation of the Company, whether or not the destroyed, lost or  stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits  





 






 21 of this Indenture equally and proportionately with any and all other Securities of that series duly  issued hereunder.     (e) The provisions of this Section are exclusive and shall preclude (to the extent lawful)  all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,  lost or stolen Securities.     Section 3.08. Payment of Interest; Interest Rights Preserved.     (a) Interest on any Security that is payable and is punctually paid or duly provided for on  any Interest Payment Date shall be paid to the Person in whose name such Security (or one or  more Predecessor Securities) is registered at the close of business on the Record Date for such  interest notwithstanding the cancellation of such Security upon any transfer or exchange  subsequent to the Record Date. Payment of interest on Securities shall be made at the Corporate  Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the option of the  Company, by check mailed to the address of the Person entitled thereto as such address shall  appear in the Register or, in accordance with arrangements satisfactory to the Trustee, by wire  transfer to an account designated by the Holder.     (b) Any interest on any Security that 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 Record Date by virtue of his, her or its having  been such a Holder, and such Defaulted Interest may be paid by the Company, at its election in  each case, as provided in clause (i) or (ii) below:       (i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest  (a “Special Record Date”), 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 such Security and the date of the proposed payment, and at the same time the  Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed  payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not  more than 15 calendar days and not less than 10 calendar days prior to the date of the proposed payment and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of  such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holders of such Securities  at their addresses as they appear in the Register, not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted 





 






 22 Interest shall be paid to the Persons in whose names such Securities (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 (ii).       (ii) The Company may make payment of any Defaulted Interest on Securities 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 deemed practicable by the Trustee.       (c) Subject to the provisions set forth herein relating to Record Dates, each Security  delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon  registration of transfer of, any other Security shall carry all the rights to interest accrued and  unpaid, and to accrue, which were carried by such other Security.     Section 3.09. Cancellation. Unless otherwise specified pursuant to Section 3.01 for  Securities of any series, all Securities surrendered for payment, redemption, registration of  transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any  Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly  canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Company  may at any time deliver to the Trustee for cancellation any Securities previously authenticated  and delivered hereunder that the Company may have acquired in any manner whatsoever, and all  Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be  authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,  except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled  Securities held by it in accordance with its then customary procedures and deliver a certificate of  such disposal to the Company upon its request therefor. The acquisition of any Securities by the  Company shall not operate as a redemption or satisfaction of the Indebtedness represented  thereby unless and until such Securities are surrendered to the Trustee for cancellation.     Section 3.10. Computation of Interest. Except as otherwise specified pursuant to Section  3.01 for Securities of any series, interest on the Securities of each series shall be computed on the  basis of a 360-day year of twelve 30-day months.     Section 3.11. Currency of Payments in Respect of Securities.     (a) Except as otherwise specified pursuant to Section 3.01 for Securities of any series,  payment of the principal of and premium, if any, and interest on Securities of such series will be  made in U.S. Dollars.     (b) For purposes of any provision of the Indenture in which the Holders of Outstanding  Securities may perform an action that requires that a specified percentage of the Outstanding  Securities of all series perform such action and for purposes of any decision or determination by  the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on  the Securities of all series in respect of which moneys are to be disbursed ratably, the principal of  and premium, if any, and interest on the Outstanding Securities denominated in a Foreign  





 






 23 Currency will be the amount in U.S. Dollars based upon exchange rates, determined as specified  pursuant to Section 3.01 for Securities of such series, as of the date for determining whether the  Holders entitled to perform such action have performed it or as of the date of such decision or  determination by the Trustee, as the case may be.     (c) Any decision or determination to be made regarding exchange rates shall be made by  an agent appointed by the Company; provided, that such agent shall accept such appointment in  writing and the terms of such appointment shall, in the opinion of the Company at the time of  such appointment, require such agent to make such determination by a method consistent with  the method provided pursuant to Section 3.01 for the making of such decision or determination.  All decisions and determinations of such agent regarding exchange rates shall, in the absence of  manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the  Trustee and all Holders of the Securities.     Section 3.12. Judgments. The Company may provide pursuant to Section 3.01 for  Securities of any series that (a) the obligation, if any, of the Company to pay the principal of,  premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S.  Dollars (the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the  essence and agrees that, to the fullest extent possible under applicable law, judgments in respect  of such Securities shall be given in the Designated Currency; (b) the obligation of the Company  to make payments in the Designated Currency of the principal of and premium, if any, and  interest on such Securities shall, notwithstanding any payment in any other Currency (whether  pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the  Designated Currency that the Holder receiving such payment may, in accordance with normal  banking procedures, purchase with the sum paid in such other Currency (after any premium and  cost of exchange) on the business day in the country of issue of the Designated Currency or in  the international banking community (in the case of a composite currency) immediately  following the day on which such Holder receives such payment; (c) if the amount in the  Designated Currency that may be so purchased for any reason falls short of the amount originally  due, the Company shall pay such additional amounts as may be necessary to compensate for such  shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as  a separate and independent obligation and, until discharged as provided herein, shall continue in  full force and effect.     Section 3.13. CUSIP Numbers. The Company in issuing any Securities may use CUSIP,  ISIN or other similar numbers, if then generally in use, and thereafter with respect to such series,  the Trustee may use such numbers in any notice of redemption or exchange 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 or as contained in any notice of a redemption  and that reliance may be placed only on the other identification numbers printed on the  Securities, and any such redemption shall not be affected by any defect in or omission of such  numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP,  ISIN or other similar numbers.         





 






 24 ARTICLE IV  REDEMPTION OF SECURITIES     Section 4.01. Applicability of Right of Redemption. Redemption of Securities (other than  pursuant to a sinking fund, amortization or analogous provision) permitted by the terms of any  series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for  Securities of any series) in accordance with this Article; provided, however, that if any such  terms of a series of Securities shall conflict with any provision of this Article, the terms of such  series shall govern.     Section 4.02. Selection of Securities to be Redeemed.     (a) If the Company shall at any time elect to redeem all or any portion of the Securities of  a series then Outstanding, it shall at least 30 days prior to the Redemption Date fixed by the  Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of such  Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the  Trustee shall select, by lot or in such other manner as the Trustee shall deem 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. In any case where more than one Security of such  series is registered in the same name, the Trustee may treat the aggregate principal amount so  registered as if it were represented by one Security of such series. The Trustee shall, as soon as  practicable, notify the Company in writing of the Securities and portions of Securities so  selected.     (b) 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 Security redeemed or to be  redeemed only in part, to the portion of the principal amount of such Security that has been or is  to be redeemed. If the Company shall so direct, Securities registered in the name of the  Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected  for redemption.     Section 4.03. Notice of Redemption.     (a) Notice of redemption 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; provided, however, that the  Company makes such request at least 3 days prior to the date by which such notice of  redemption must be given to Holders in accordance with this Section 4.03; provided further that,  the text of such notice shall be prepared by the Company. Any such notice shall be delivered in  the manner provided in Section 16.04 not less than 30 days before the Redemption Date unless  the Trustee consents to a shorter period, to the Holders of Securities of any series to be redeemed  in whole or in part pursuant to this Article. Any notice so given shall be conclusively presumed  to have been duly given, whether or not the Holder receives such notice. Failure to give such  notice, or any defect in such notice to the Holder of any Security of a series designated for  





 






 25 redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with  respect to the Holder of any other Security of such series.     (b) All notices of redemption shall identify the Securities to be redeemed (including  CUSIP, ISIN or other similar numbers, if available) and shall state:       (i) such election by the Company to redeem Securities of such series pursuant to provisions contained in this Indenture or the terms of the Securities of such series or a supplemental indenture establishing such series, if such be the case;       (ii) the Redemption Date;       (iii) the Redemption Price;       (iv) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the Securities of such series to be redeemed;       (v) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed, and that, if applicable, interest thereon shall cease to accrue on and after said date;       (vi) the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price;       (vii) that the redemption is for a sinking fund, if such is the case; and       (viii) that the Securities must be surrendered to the Paying Agent for payment of the  Redemption Price.     Section 4.04. Deposit of Redemption Price. On or prior to 11:00 a.m., Eastern Standard  time, on the Redemption Date for any Securities, the Company shall deposit with the Trustee or  with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in  trust as provided in Section 6.03) an amount of money in the Currency in which such Securities  are denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption  Price of such Securities or any portions thereof that are to be redeemed on that date.     Section 4.05. Securities Payable on Redemption Date. Notice of redemption having been  given as aforesaid, any Securities so to be redeemed shall, on the Redemption Date, become due  and payable at the Redemption Price and from and after such date (unless the Company shall  Default in the payment of the Redemption Price) 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; provided, however, that (unless  otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity  on or prior to the Redemption Date for such Securities shall be payable according to the terms of  such Securities and the provisions of Section 3.08.   





 






 26   If any Security called for redemption shall not be so paid upon surrender thereof for  redemption, the principal thereof and premium, if any, thereon shall, until paid, bear interest  from the Redemption Date at the rate prescribed therefor in the Security.     Section 4.06. Securities Redeemed in Part. Any Security that is to be redeemed only in  part shall be surrendered at the Corporate Trust Office or such other office or agency of the  Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the  Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory  to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his, her or  its 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 like tenor and form, 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; except that if a Global  Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and  deliver to the Depositary for such Global Security, without service charge, a new Global Security  in a denomination equal to and in exchange for the unredeemed portion of the principal of the  Global Security so surrendered. In the case of a Security providing appropriate space for such  notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or  Securities as aforesaid, may make a notation on such Security of the payment of the redeemed  portion thereof.     ARTICLE V  SINKING FUNDS    Section 5.01. Applicability of Sinking Fund.     (a) Redemption of Securities permitted or required pursuant to a sinking fund for the  retirement of Securities of a series by the terms of such series of Securities shall be made in  accordance with such terms of such series of Securities and this Article, except as otherwise  specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any  such terms of a series of Securities shall conflict with any provision of this Article, the terms of  such series shall govern.     (b) The minimum amount of any sinking fund payment provided for by the terms of  Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any  payment in excess of such minimum amount provided for by the terms of Securities of any series  is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of  Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be  subject to reduction as provided in Section 5.02.     Section 5.02. Mandatory Sinking Fund Obligation. The Company may, at its option,  satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a  particular series of Securities by (a) delivering to the Trustee Securities of such series in  transferable form theretofore purchased or otherwise acquired by the Company or redeemed at  





 






 27 the election of the Company pursuant to Section 4.03 or (b) receiving credit for Securities of  such series (not previously so credited) acquired by the Company and theretofore delivered to the  Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an  amount equal to the Redemption Price specified in such Securities for redemption through  operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be  reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking Fund  Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant  sinking fund payment date a written notice signed on behalf of the Company by its Chairman of  the Board of Directors, Chief Executive Officer, President, Chief Operating Officer, Chief  Financial Officer, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers,  which shall designate the Securities (and portions thereof, if any) so delivered or credited and  which shall be accompanied by such Securities (to the extent not theretofore delivered) in  transferable form. In case of the failure of the Company, at or before the time so required, to give  such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall be  paid entirely in moneys.     Section 5.03. Optional Redemption at Sinking Fund Redemption Price. In addition to the  sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a  particular series of Securities, the Company may, at its option, make an Optional Sinking Fund  Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the  extent that the right of the Company to make such Optional Sinking Fund Payment shall not be  exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and  (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund  Payment obligation as to Securities of the same series. If the Company intends to exercise its  right to make such optional payment in any year it shall deliver to the Trustee not less than 45  days prior to the relevant sinking fund payment date a certificate signed by its Chairman of the  Board of Directors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial  Officer, one of its Vice Presidents, Treasurer or one of its Assistant Treasurers stating that the  Company will exercise such optional right, and specifying the amount which the Company will  pay on or before the next succeeding sinking fund payment date. Such certificate shall also state  that no Event of Default has occurred and is continuing.     Section 5.04. Application of Sinking Fund Payment.     (a) If the sinking fund payment or payments made in funds pursuant to either Section  5.02 or 5.03 with respect to a particular series of Securities plus any unused balance of any  preceding sinking fund payments made in funds with respect to such series shall exceed $50,000  (or a lesser sum if the Company shall so request, or such equivalent sum for Securities  denominated other than in U.S. Dollars), it shall be applied by the Trustee on the sinking fund  payment date next following the date of such payment, unless the date of such payment shall be a  sinking fund payment date, in which case such payment shall be applied on such sinking fund  payment date, to the redemption of Securities of such series at the redemption price specified  pursuant to Section 4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for  redemption on such sinking fund payment date, a sufficient principal amount of Securities of  such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of  the Company, thereupon cause notice of redemption of the Securities to be given in substantially  





 






 28 the manner provided in Section 4.03(a) for the redemption of Securities in part at the option of  the Company, except that the notice of redemption shall also state that the Securities are being  redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the  redemption of Securities of such series shall be added to the next sinking fund payment received  in funds by the Trustee and, together with such payment, shall be applied in accordance with the  provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last  sinking fund payment date with respect to Securities of such series, and not held for the payment  or redemption of particular Securities of such series, shall be applied by the Trustee to the  payment of the principal of the Securities of such series at Maturity.     (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee  a sum equal to all interest accrued to but not including the date fixed for redemption on  Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.     (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or  mail any notice of redemption of Securities of such series by operation of the sinking fund during  the continuance of a Default in payment of interest on any Securities of such series or of any  Event of Default (other than an Event of Default occurring as a consequence of this paragraph)  of which the Trustee has actual knowledge, except that if the notice of redemption of any  Securities of such series shall theretofore have been mailed in accordance with the provisions  hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be  deposited with the Trustee in accordance with the terms of this Article. Except as aforesaid, any  moneys in the sinking fund at the time any such Default or Event of Default shall occur and any  moneys thereafter paid into the sinking fund shall, during the continuance of such Default or  Event of Default, be held as security for the payment of all the Securities of such series;  provided, however, that in case such Default or Event of Default shall have been cured or waived  as provided herein, such moneys shall thereafter be applied on the next sinking fund payment  date on which such moneys are required to be applied pursuant to the provisions of this Section  5.04.     ARTICLE VI  PARTICULAR COVENANTS OF THE COMPANY    The Company hereby covenants and agrees as follows:     Section 6.01. Payments of Securities. The Company will duly and punctually pay the  principal of and premium, if any, on each series of Securities, and the interest which shall have  accrued thereon, at the dates and place and in the manner provided in the Securities and in this  Indenture.     Section 6.02. Paying Agent.     (a) The Company will maintain in each Place of Payment for any series of Securities, if  any, an office or agency where Securities may be presented or surrendered for payment, where  Securities of such 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 and this Indenture may  





 






 29 be served (the “Paying Agent”). The Company will give prompt written notice to the Trustee of  the location, and any change in the location, of such office or agency. If at any time the  Company shall fail to maintain any such required office or agency or shall fail to furnish the  Trustee with the address thereof, such presentations, surrenders, notices and demands may be  made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints  the Trustee as Paying Agent to receive all presentations, surrenders, notices and demands.     (b) The Company may also from time to time designate different or additional offices or  agencies where the Securities of any series may be presented or surrendered for any or all such  purposes (in or outside of such Place of Payment), and may from time to time rescind any such  designations; provided, however, that no such designation or rescission shall in any manner  relieve the Company of its obligations described in the preceding paragraph. The Company will  give prompt written notice to the Trustee of any such additional designation or rescission of  designation and of any change in the location of any such different or additional office or  agency. The Company shall enter into an appropriate agency agreement with any Paying Agent  not a party to this Indenture. The agreement shall implement the provisions of this Indenture that  relate to such agent. The Company shall notify the Trustee of the name and address of each such  agent. The Company or any Affiliate thereof may act as Paying Agent.     Section 6.03. To Hold Payment in Trust.     (a) If the Company or an Affiliate thereof shall at any time act as Paying Agent with  respect to any series of Securities, then, on or before the date on which the principal of and  premium, if any, or interest on any of the Securities of that series by their terms or as a result of  the calling thereof for redemption shall become payable, the Company or such Affiliate will  segregate and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum  sufficient to pay such principal and premium, if any, or interest which shall have so become  payable until such sums shall be paid to such Holders or otherwise disposed of as herein  provided, and will notify the Trustee of its action or failure to act in that regard. Upon any  proceeding under any federal bankruptcy laws with respect to the Company or any Affiliate  thereof, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall replace  the Company or such Affiliate as Paying Agent.     (b) If the Company shall appoint, and at the time have, a Paying Agent for the payment of  the principal of and premium, if any, or interest on any series of Securities, then prior to 11:00  a.m., Eastern Standard Time, on the date on which the principal of and premium, if any, or  interest on any of the Securities of that series shall become payable as aforesaid, whether by their  terms or as a result of the calling thereof for redemption, the Company will deposit with such  Paying Agent a sum sufficient to pay such principal and premium, if any, or interest, such sum to  be held in trust for the benefit of the Holders of such Securities or the Trustee, and (unless such  Paying Agent is the Trustee), the Company or any other obligor of such Securities will promptly  notify the Trustee of its payment or failure to make such payment.     (c) If the Paying Agent shall be other than the Trustee, the Company will cause such  Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent  





 






 30 shall agree with the Trustee, subject to the provisions of this Section 6.03, that such Paying  Agent shall:       (i) hold all moneys held by it for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein provided;       (ii) give to the Trustee notice of any Default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series; and       (iii) at any time during the continuance of any such Default, upon the written request of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent.     (d) Anything in this Section 6.03 to the contrary notwithstanding, the Company may at  any time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for  any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or  by any Paying Agent other than the Trustee as required by this Section 6.03, such sums to be  held by the Trustee upon the same trusts as those upon which such sums were held by the  Company or such Paying Agent.     (e) Subject to any applicable abandoned property law, any money deposited with the  Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the  principal of and premium, if any, or interest on any Security of any series and remaining  unclaimed for two years after such principal and premium, if any, or interest has become due and  payable shall be paid to the Company upon Company Order or (if then held by the Company)  shall be discharged from such trust, and the Holder of such Security shall thereafter, as an  unsecured general creditor, look only to the Company for payment of such amounts without  interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust  money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,  however, that the Trustee or such Paying Agent before being required to make any such  repayment, may at the expense of the Company cause to be published once, in a newspaper  published in the English language, customarily published on each Business Day and of general  circulation in the County of Pinellas, State of Florida, notice that such money remains unclaimed  and that, after a date specified therein, which shall not be less than 30 days from the date of such  publication, any unclaimed balance of such money then remaining will be repaid to the  Company.     Section 6.04. Merger, Consolidation and Sale of Assets. Except as otherwise provided as  contemplated by Section 3.01 with respect to any series of Securities:     (a) The Company will not consolidate with any other entity or accept a merger of any  other entity into the Company or permit the Company to be merged into any other entity, or sell  other than for cash or lease all or substantially all its assets to another entity, or purchase all or  substantially all the assets of another entity, unless (i) either the Company shall be the continuing  





 






 31 entity, or (ii) the successor, transferee or lessee entity (if other than the Company) shall expressly  assume, by indenture supplemental hereto, executed and delivered by such entity prior to or  simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of  the principal of and interest and premium, if any, on all the Securities, according to their tenor,  and the due and punctual performance and observance of all other obligations to the Holders and  the Trustee under this Indenture or under the Securities to be performed or observed by the  Company. A purchase by a Subsidiary of all or substantially all of the assets of another entity  shall not be deemed to be a purchase of such assets by the Company.     (b) Upon any consolidation with or merger into any other entity, or any sale other than  for cash, or any conveyance or lease of all or substantially all of the assets of the Company in  accordance with this Section 6.04, the successor entity formed by such consolidation or into or  with which the Company is merged or to which the Company is sold or to which such  conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise  every right and power of, the Company under this Indenture with the same effect as if such  successor entity had been named as the Company herein, and thereafter, except in the case of a  lease, the predecessor Company shall be relieved of all obligations and covenants under this  Indenture and the Securities, and from time to time such entity may exercise each and every right  and power of the Company under this Indenture, in the name of the Company, or in its own  name; and any act or proceeding by any provision of this Indenture required or permitted to be  done by the Board of Directors or any officer of the Company may be done with like force and  effect by the like board or officer of any entity that shall at the time be the successor of the  Company hereunder. In the event of any such sale or conveyance, but not any such lease, the  Company (or any successor entity which shall theretofore have become such in the manner  described in this Section 6.04) shall be discharged from all obligations and covenants under this  Indenture and the Securities and may thereupon be dissolved and liquidated.     Section 6.05. Compliance Certificate. Except as otherwise provided as contemplated by  Section 3.01 with respect to any series of Securities, the Company shall furnish to the Trustee  annually, within 120 days after the end of each fiscal year, a brief certificate from the Chief  Executive Officer, President, Chief Operating Officer, Principal Financial Officer, Principal  Accounting Officer, any Vice President or Treasurer as to his or her knowledge of the  Company’s compliance with all conditions and covenants under this Indenture (which  compliance shall be determined without regard to any period of grace or requirement of notice  provided under this Indenture) and, in the event of any Default, specifying each such Default and  the nature and status thereof of which such person may have knowledge. Such certificates need  not comply with Section 16.01 of this Indenture.     Section 6.06. Conditional Waiver by Holders of Securities. Anything in this Indenture to  the contrary notwithstanding, the Company may fail or omit in any particular instance to comply  with a covenant or condition set forth herein with respect to any series of Securities if the  Company shall have obtained and filed with the Trustee, prior to the time of such failure or  omission, evidence (as provided in Article VIII) of the consent of the Holders of a majority in  aggregate principal amount of the Securities of such series at the time Outstanding, either  waiving such compliance in such instance or generally waiving compliance with such covenant  or condition, but no such waiver shall extend to or affect such covenant or condition except to  





 






 32 the extent so expressly waived, or impair any right consequent thereon and, until such waiver  shall have become effective, the obligations of the Company and the duties of the Trustee in  respect of any such covenant or condition shall remain in full force and effect.     Section 6.07. Statement by Officers as to Default. The Company shall deliver to the  Trustee as soon as possible and in any event within 30 days after the Company becomes aware of  the occurrence of any Event of Default or an event which, with the giving of notice or the lapse  of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the  details of such Event of Default or Default and the action which the Company proposes to take  with respect thereto.     ARTICLE VII  REMEDIES OF TRUSTEE AND SECURITYHOLDERS    Section 7.01. Events of Default. Except where otherwise indicated by the context or  where the term is otherwise defined for a specific purpose, the term “Event of Default” as used  in this Indenture with respect to Securities of any series shall mean one of the following  described events unless it is either inapplicable to a particular series or it is specifically deleted or  modified in the manner contemplated in Section 3.01:     (a) the failure of the Company to pay any installment of interest on any Security of such  series when and as the same shall become payable, which failure shall have continued  unremedied for a period of 30 days; provided, however, that a valid extension of an interest  payment period by the Company in accordance with the terms of any indenture supplemental  hereto shall not constitute a default in the payment of interest for this purpose;     (b) the failure of the Company to pay the principal of (and premium, if any, on) any  Security of such series, when and as the same shall become payable, whether at Maturity as  therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by  declaration as authorized by this Indenture or otherwise, which failure shall have continued  unremedied for a period of 30 days;     (c) the failure of the Company to pay a sinking fund installment, if any, when and as the  same shall become payable by the terms of a Security of such series, which failure shall have  continued unremedied for a period of 30 days;     (d) the failure of the Company, subject to the provisions of Section 6.06, to perform any  covenants or agreements contained in this Indenture (including any indenture supplemental  hereto pursuant to which the Securities of such series were issued as contemplated by Section  3.01) (other than a covenant or agreement which has been expressly included in this Indenture  solely for the benefit of a series of Securities other than that series and other than a covenant or  agreement a default in the performance of which is elsewhere in this Section 7.01 specifically  addressed), which failure shall not have been remedied, or without provision deemed to be  adequate for the remedying thereof having been made, for a period of 60 days after written  notice shall have been given to the Company by the Trustee or shall have been given to the  Company and the Trustee by Holders of not less than a majority in aggregate principal amount of  





 






 33 the Securities of such series then Outstanding, specifying such failure, requiring the Company to  remedy the same and stating that such notice is a “Notice of Default” hereunder;     (e) the entry by a court having jurisdiction in the premises of a decree or order for relief  in respect of the Company in an involuntary case under the federal bankruptcy laws, as now or  hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other  similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,  trustee or sequestrator (or similar official) of the Company or of substantially all the property of  the Company or ordering the winding-up or liquidation of its affairs and such decree or order  shall remain unstayed and in effect for a period of 90 consecutive days;     (f) the commencement by the Company of a voluntary case under the federal bankruptcy  laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy,  insolvency or other similar law now or hereafter in effect, or the consent by the Company to the  entry of an order for relief in an involuntary case under any such law, or the consent by the  Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,  custodian or sequestrator (or similar official) of the Company or of substantially all the property  of the Company or the making by it of an assignment for the benefit of creditors or the admission  by it in writing of its inability to pay its debts generally as they become due, or the taking of  corporate action by the Company in furtherance of any action; or     (g) the occurrence of any other Event of Default with respect to Securities of such series  as provided in Section 3.01; provided, however, that no event described in clause (d) or (other  than with respect to a payment default) (g) above shall constitute an Event of Default hereunder  until a Responsible Officer assigned to and working in the Trustee’s corporate trust department  has actual knowledge thereof or until a written notice of any such event is received by the  Trustee at the Corporate Trust Office, and such notice refers to the facts underlying such event,  the Securities generally, the Company and the Indenture. Notwithstanding the foregoing  provisions of this Section 7.01, if the principal or any premium or interest on any Security is  payable in a Currency other than the Currency of the United States and such Currency is not  available to the Company for making payment thereof due to the imposition of exchange controls  or other circumstances beyond the control of the Company, the Company will be entitled to  satisfy its obligations to Holders of the Securities by making such payment in the Currency of the  United States in an amount equal to the Currency of the United States equivalent of the amount  payable in such other Currency, as determined by the Company by reference to the noon buying  rate in for cable transfers for such Currency (“Exchange Rate”), as such Exchange Rate is  reported or otherwise made available by the Federal Reserve Bank of New York on the date of  such payment, or, if such rate is not then available, on the basis of the most recently available  Exchange Rate. Notwithstanding the foregoing provisions of this Section 7.01, any payment  made under such circumstances in the Currency of the United States where the required payment  is in a Currency other than the Currency of the United States will not constitute an Event of  Default under this Indenture.           





 






 34 Section 7.02. Acceleration; Rescission and Annulment.     (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any  series of Securities, if any one or more of the above-described Events of Default (other than an  Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to Securities  of any series at the time Outstanding, then, and in each and every such case, during the  continuance of any such Event of Default, the Trustee or the Holders of not less than a majority  in principal amount of the Securities of such series then Outstanding may declare the principal  (or, if the Securities of that series are Original Issue Discount Securities, such portion of the  principal amount as may be specified in the terms of that series) of and all accrued but unpaid  interest on all the Securities of such series then Outstanding to be due and payable immediately  by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any  such declaration such principal amount (or specified amount) shall become immediately due and  payable. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs and is continuing,  then in every such case, the principal amount of all of the Securities of that series then  Outstanding shall automatically, and without any declaration or any other action on the part of  the Trustee or any Holder, become due and payable immediately. Upon payment of such  amounts in the Currency in which such Securities are denominated (subject to Section 7.01 and  except as otherwise provided pursuant to Section 3.01), all obligations of the Company in respect  of the payment of principal of and interest on the Securities of such series shall terminate.     (b) The provisions of Section 7.02(a), however, are subject to the condition that, at any  time after the principal of all the Securities of such series, to which any one or more of the  above-described Events of Default is applicable, shall have been so declared to be due and  payable, and before a judgment or decree for payment of the money due has been obtained by the  Trustee as hereinafter provided in this Article, the Event of Default giving rise to such  declaration of acceleration shall, without further act, be deemed to have been waived, and such  declaration and its consequences shall, without further act, be deemed to have been rescinded  and annulled, if:       (i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay           (A) all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however, that all sums payable under this clause shall be paid in U.S. Dollars);           (B) all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates  prescribed therefor in such Securities);           (C) the principal of and premium, if any, on any Securities of such series that have become due otherwise than by such declaration of acceleration and interest thereon; and   





 






 35        (ii) every other Default and Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, has been cured or waived as provided in Section 7.06.     (c) No such rescission shall affect any subsequent default or impair any right consequent  thereon.     (d) For all purposes under this Indenture, if a portion of the principal of any Original  Issue Discount Securities shall have been accelerated and declared due and payable pursuant to  the provisions hereof, then, from and after such declaration, unless such declaration has been  rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be  deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due  and payable as a result of such acceleration, and payment of such portion of the principal thereof  as shall be due and payable as a result of such acceleration, together with interest, if any, thereon  and all other amounts owing thereunder, shall constitute payment in full of such Original Issue  Discount Securities.     Section 7.03. Other Remedies. If the Company shall fail for a period of 30 days to pay  any installment of interest on the Securities of any series or shall fail to pay the principal of and  premium, if any, on any of the Securities of such series when and as the same shall become due  and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking  fund), by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30  days to make any required sinking fund payment as to a series of Securities, then, upon demand  of the Trustee, the Company will pay to the Paying Agent for the benefit of the Holders of  Securities of such series then Outstanding the whole amount which then shall have become due  and payable on all the Securities of such series, with interest on the overdue principal and  premium, if any, and (so far as the same may be legally enforceable) on the overdue installments  of interest at the rate borne by the Securities of such series, and all amounts owing the Trustee  and any predecessor trustee hereunder under Section 11.01(a).     In case the Company shall fail forthwith to pay such amounts upon such demand, the  Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to  institute any action or proceeding at law or in equity for the collection of the sums so due and  unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may  enforce any such judgment or final decree against the Company or any other obligor upon the  Securities of such series, and collect the moneys adjudged or decreed to be payable out of the  property of the Company or any other obligor upon the Securities of such series, wherever  situated, in the manner provided by law. Every recovery of judgment in any such action or other  proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any  predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the  Holders of such series of Securities which shall be the subject of such action or proceeding. All  rights of action upon or under any of the Securities or this Indenture may be enforced by the  Trustee without the possession of any of the Securities and without the production of any thereof  at any trial or any proceeding relative thereto.   





 






 36   Section 7.04. Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each and  every Holder of the Securities, by receiving and holding the same, shall be conclusively deemed  to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority  to make or file (whether or not the Company shall be in Default in respect of the payment of the  principal of, or interest on, any of the Securities), in its own name and as trustee of an express  trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,  bankruptcy, reorganization or other judicial proceeding relative to the Company or any other  obligor upon the Securities or to their respective creditors or property, any and all claims, proofs  of claim, proofs of debt, petitions, consents, other papers and documents and amendments of any  thereof, as may be necessary or advisable in order to have the claims of the Trustee and any  predecessor trustee hereunder and of the Holders of the Securities allowed in any such  proceeding and to collect and receive any moneys or other property payable or deliverable on  any such claim, and to execute and deliver any and all other papers and documents and to do and  perform any and all other acts and things, as it may deem necessary or advisable in order to  enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee  hereunder and of any of such Holders in respect of any of the Securities; and any receiver,  assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and  every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively  deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any  such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any  amount due it and any predecessor trustee hereunder under Section 11.01(a); provided, however,  that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to  or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or  readjustment affecting the Securities or the rights of any Holder thereof, or to authorize or  empower the Trustee to vote in respect of the claim of any Holder of any Securities in any such  proceeding.     Section 7.05. Priorities. Any moneys or properties collected by the Trustee with respect  to a series of Securities under this Article VII shall be applied in the order following, at the date  or dates fixed by the Trustee for the distribution of such moneys or properties and, in the case of  the distribution of such moneys or properties on account of the Securities of any series, upon  presentation of the Securities of such series, and stamping thereon the payment, if only partially  paid, and upon surrender thereof, if fully paid:     First: To the payment of all amounts due to the Trustee and any predecessor trustee  hereunder under Section 11.01(a).     Second: In case the principal of the Outstanding Securities of such series shall not have  become due and be unpaid, to the payment of interest on the Securities of such series, in the  chronological order of the Maturity of the installments of such interest, with interest (to the  extent that such interest has been collected by the Trustee) upon the overdue installments of  interest at the rate borne by such Securities, such payments to be made ratably to the Persons  entitled thereto.     





 






 37 Third: In case the principal of the Outstanding Securities of such series shall have  become due, by declaration or otherwise, to the payment of the whole amount then owing and  unpaid upon the Securities of such series for principal and premium, if any, and interest, with  interest on the overdue principal and premium, if any, and (to the extent that such interest has  been collected by the Trustee) upon overdue installments of interest at the rate borne by the  Securities of such series, and in case such moneys shall be insufficient to pay in full the whole  amounts so due and unpaid upon the Securities of such series, then to the payment of such  principal and premium, if any, and interest without preference or priority of principal and  premium, if any, over interest, or of interest over principal and premium, if any, or of any  installment of interest any other Security of such series, ratably to the aggregate of such principal  and premium, if any, and accrued and unpaid interest.     Any surplus then remaining shall be paid to the Company or as directed by a court of  competent jurisdiction.     Section 7.06. Control by Securityholders; Waiver of Past Defaults. The Holders of a  majority in principal amount of the Securities of any series at the time outstanding may direct the  time, method and place of conducting any proceeding for any remedy available to the Trustee  hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to  the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01  and 11.02, the Trustee shall have the right to decline to follow any such direction if the Trustee  being advised by counsel determines in good faith that the action so directed may not lawfully be  taken or would be unduly prejudicial to Holders not joining in such direction or would involve  the Trustee in personal liability. Prior to any declaration accelerating the Maturity of the  Securities of any series, the Holders of a majority in aggregate principal amount of such series of  Securities at the time Outstanding may on behalf of the Holders of all of the Securities of such  series waive any past Default or Event of Default hereunder and its consequences except a  Default in the payment of interest or any premium on or the principal of the Securities of such  series. Upon any such waiver the Company, the Trustee and the Holders of the Securities of such  series shall be restored to their former positions and rights hereunder, respectively; but no such  waiver shall extend to any subsequent or other Default or Event of Default or impair any right  consequent thereon. Whenever any Default or Event of Default hereunder shall have been  waived as permitted by this Section 7.06, said Default or Event of Default shall for all purposes  of the Securities of such series and this Indenture be deemed to have been cured and to be not  continuing.     Section 7.07. Limitation on Suits. No Holder of any Security of any series shall have any  right to institute any action, suit or proceeding at law or in equity for the execution of any trust  hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case  with respect to an Event of Default with respect to such series of Securities, unless such Holder  previously shall have given to the Trustee written notice of one or more of the Events of Default  herein specified with respect to such series of Securities, and unless also the Holders of not less  than a majority in principal amount of the Securities of such series then Outstanding shall have  requested the Trustee in writing to take action in respect of the matter complained of, and unless  also there shall have been offered to the Trustee security and indemnity satisfactory to it against  the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days  





 






 38 after receipt of such notification, request and offer of indemnity, shall have neglected or refused  to institute any such action, suit or proceeding; and such notification, request and offer of  indemnity are hereby declared in every such case to be conditions precedent to any such action,  suit or proceeding by any Holder of any Security of such series; it being understood and intended  that no one or more of the Holders of Securities of such series shall have any right in any manner  whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner  herein provided, and that every action, suit or proceeding at law or in equity shall be instituted,  had and maintained in the manner herein provided and for the equal benefit of all Holders of the  Outstanding Securities of such series; provided, however, that nothing in this Indenture or in the  Securities of such series shall affect or impair the obligation of the Company, which is absolute  and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such  series to the respective Holders of such Securities at the respective due dates in such Securities  stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to  institute suit to enforce the payment thereof.     Section 7.08. Undertaking for Costs. All parties to this Indenture and each Holder of any  Security, by such Holder’s acceptance thereof, shall be deemed to have agreed that any court  may in its discretion require, in any action, suit or proceeding for the enforcement of any right or  remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any  action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or  proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such  court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and  expenses, against any party litigant in such action, suit or proceeding, having due regard to the  merits and good faith of the claims or defenses made by such party litigant; provided, however,  that the provisions of this Section 7.08 shall not apply to any action, suit or proceeding instituted  by the Trustee, to any action, suit or proceeding instituted by any one or more Holders of  Securities holding in the aggregate more than 10% in principal amount of the Securities of any  series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of  any series for the enforcement of the payment of the principal of or premium, if any, or the  interest on, any of the Securities of such series, on or after the respective due dates expressed in  such Securities.     Section 7.09. Remedies Cumulative. No remedy herein conferred upon or reserved to the  Trustee or to the Holders of Securities of any series is intended to be exclusive of any other  remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to  every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.  No delay or omission of the Trustee or of any Holder of the Securities of any series to exercise  any right or power accruing upon any Default or Event of Default shall impair any such right or  power or shall be construed to be a waiver of any such Default or Event of Default or an  acquiescence therein; and every power and remedy given by this Article VII to the Trustee and to  the Holders of Securities of any series, respectively, may be exercised from time to time and as  often as may be deemed expedient by the Trustee or by the Holders of Securities of such series,  as the case may be. In case the Trustee or any Holder of Securities of any series shall have  proceeded to enforce any right under this Indenture and the proceedings for the enforcement  thereof shall have been discontinued or abandoned because of waiver or for any other reason or  shall have been adjudicated adversely to the Trustee or to such Holder of Securities, then and in  





 






 39 every such case the Company, the Trustee and the Holders of the Securities of such series shall  severally and respectively be restored to their former positions and rights hereunder, and  thereafter all rights, remedies and powers of the Trustee and the Holders of the Securities of such  series shall continue as though no such proceedings had been taken, except as to any matters so  waived or adjudicated.     ARTICLE VIII  CONCERNING THE SECURITYHOLDERS    Section 8.01. Evidence of Action of Securityholders. Whenever in this Indenture it is  provided that the Holders of a specified percentage or a majority in aggregate principal amount  of the Securities or of any series of Securities may take any action (including the making of any  demand or request, the giving of any notice, consent or waiver or the taking of any other action),  the fact that at the time of taking any such action the Holders of such specified percentage or  majority have joined therein may be evidenced by (a) any instrument or any number of  instruments of similar tenor executed by Securityholders in person, an agent or by a proxy  appointed in writing, including through an electronic system for tabulating consents operated by  the Depositary for such series or otherwise (such action becoming effective, except as herein  otherwise expressly provided, when such instruments or evidence of electronic consents are  delivered to the Trustee and, where it is hereby expressly required, to the Company), or by the  record of the Holders of Securities voting in favor thereof at any meeting of Securityholders duly  called and held in accordance with the provisions of Article IX, or (c) by a combination of such  instrument or instruments and any such record of such a meeting of Securityholders.    Section 8.02. Proof of Execution or Holding of Securities. Proof of the execution of any  instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by any  Person of any of the Securities shall be sufficient if made in the following manner:    (a) The fact and date of the execution by any Person of any such instrument may be  proved (i) by the certificate of any notary public or other officer in any jurisdiction who, by the  laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such  jurisdiction, that the Person who signed such instrument did acknowledge before such notary  public or other officer the execution thereof, (ii) by the affidavit of a witness of such execution  sworn to before any such notary or other officer or (iii) in such other reasonable manner  acceptable to the Trustee. Where such execution is by a Person acting in other than his or her  individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her  authority.    (b) The ownership of Securities of any series shall be proved by the Register of such  Securities or by a certificate of the Registrar for such series.     (c) The record of any Holders’ meeting shall be proved in the manner provided in Section  9.06.    (d) The Trustee may require such additional proof of any matter referred to in this  Section 8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable one.  





 






 40   (e) If the Company shall solicit from the Holders of Securities of any series any action,  the Company may, at its option fix in advance a record date for the determination of Holders of  Securities entitled to take such action, but the Company shall have no obligation to do so. Any  such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such  action may be sought or given before or after the record date, but only the Holders of Securities  of record at the close of business on such record date shall be deemed to be Holders of Securities  for the purpose of determining whether Holders of the requisite proportion of Outstanding  Securities of such series have authorized or agreed or consented to such action, and for that  purpose the Outstanding Securities of such series shall be computed as of such record date.    Section 8.03. Persons Deemed Owners.    (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the  Person in whose name any Security is registered as the owner of such Security for the purpose of  receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest, if  any, 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. All payments made to any Holder, or upon his, her or  its order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and  discharge the liability for moneys payable upon such Security.    (b) None of the Company, the Trustee, any Paying Agent or the 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.    Section 8.04. Effect of Consents. After an amendment, supplement, waiver or other  action becomes effective as to any series of Securities, a consent to it by a Holder of such series  of Securities is a continuing consent conclusive and binding upon such Holder and every  subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the  transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not  made on any such Security. An amendment, supplement or waiver becomes effective in  accordance with its terms and thereafter binds every Holder.    ARTICLE IX  SECURITYHOLDERS’ MEETINGS    Section 9.01. Purposes of Meetings. A meeting of Securityholders of any or all series  may be called at any time and from time to time pursuant to the provisions of this Article IX for  any of the following purposes:    (a) to give any notice to the Company or to the Trustee, or to give any directions to the  Trustee, or to consent to the waiving of any Default or Event of Default hereunder and its  consequences, or to take any other action authorized to be taken by Securityholders pursuant to  any of the provisions of Article VIII;  





 






 41   (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of  Article XI;    (c) to consent to the execution of an Indenture or of indentures supplemental hereto  pursuant to the provisions of Section 14.02; or    (d) to take any other action authorized to be taken by or on behalf of the Holders of any  specified aggregate principal amount of the Securities of any one or more or all series, as the  case may be, under any other provision of this Indenture or under applicable law.    Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of  all Securityholders of all series that may be affected by the action proposed to be taken, to take  any action specified in Section 9.01, to be held at such time and at such place in the County of  Pinellas in the State of Florida. Notice of every meeting of the Securityholders of a series, setting  forth the time and the place of such meeting and in general terms the action proposed to be taken  at such meeting, shall be mailed to Holders of Securities of such series at their addresses as they  shall appear on the Register of the Company. Such notice shall be mailed not less than 20 nor  more than 180 days prior to the date fixed for the meeting.    Section 9.03. Call of Meetings by Company or Securityholders. In case at any time the  Company or the Holders of at least 10% in aggregate principal amount of the Securities of a  series (or of all series, as the case may be) then Outstanding that may be affected by the action  proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of  such series (or of all series), by written request setting forth in reasonable detail the action  proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such  meeting within 20 days after receipt of such request, then the Company or such Securityholders  may determine the time and the place for such meeting and may call such meeting to take any  action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02.    Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of  Securityholders, a Person shall (a) be a Holder of one or more Securities affected by the action  proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as  proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be  present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such  meeting and their counsel and any representatives of the Trustee and its counsel and any  representatives of the Company and its counsel.    Section 9.05. Regulation of Meetings.    (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such  reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to  proof of the holding of Securities and of the appointment of proxies, and in regard to the  appointment and duties of inspectors of votes, the submission and examination of proxies,  certificates and other evidence of the right to vote, and such other matters concerning the conduct  of the meeting as it shall deem fit.  





 






 42   (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the  meeting, unless the meeting shall have been called by the Company or by Securityholders as  provided in Section 9.03, in which case the Company or the Securityholders calling the meeting,  as the case may be, shall in like manner appoint a temporary chair. A permanent chairman and a  permanent secretary of the meeting shall be elected by majority vote of the meeting.    (c) At any meeting of Securityholders of a series, each Securityholder of such series of  such Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of  Securities of such series Outstanding held or represented by him; provided, however, that no vote  shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding  and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting  shall have no right to vote other than by virtue of Securities of such series held by him or her or  instruments in writing as aforesaid duly designating him or her as the Person to vote on behalf of  other Securityholders. At any meeting of the Securityholders duly called pursuant to the  provisions of Section 9.02 or 9.03 the presence of Persons holding or representing Securities in  an aggregate principal amount sufficient to take action upon the business for the transaction of  which such meeting was called shall be necessary to constitute a quorum, and any such meeting  may be adjourned from time to time by a majority of those present, whether or not constituting a  quorum, and the meeting may be held as so adjourned without further notice. In the absence of a  quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if  convened at the request of holders of Securities of such series, be dissolved. In any other case,  the meeting may be adjourned for a period determined by the chairman of the meeting prior to  the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting,  such adjourned meeting may be further adjourned for a period determined by the chairman of the  meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any  adjourned meeting shall be given as provided in Section 9.02 hereof, except that such notice  need be given only once and not less than five days prior to the date on which the meeting is  scheduled to be reconvened.    Section 9.06. Voting. The vote upon any resolution submitted to any meeting of  Securityholders of a series shall be by written ballots on which shall be subscribed the signatures  of the Holders of Securities of such series or of their representatives by proxy and the principal  amounts of the Securities of such series held or represented by them. The permanent chairman of  the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for  or against any resolution and who shall make and file with the secretary of the meeting their  verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the  proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting  and there shall be attached to said record the original reports of the inspectors of votes on any  vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts  setting forth a copy of the notice of the meeting and showing that said notice was mailed as  provided in Section 9.02. The record shall show the principal amounts of the Securities voting in  favor of or against any resolution. The record shall be signed and verified by the affidavits of the  permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to  the Company and the other to the Trustee to be preserved by the Trustee.    





 






 43 Any record so signed and verified shall be conclusive evidence of the matters therein  stated.    Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article IX shall  be deemed or construed to authorize or permit, by reason of any call of a meeting of  Securityholders of any series or any rights expressly or impliedly conferred hereunder to make  such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved  to the Trustee or to the Securityholders of such series under any of the provisions of this  Indenture or of the Securities of such series.    ARTICLE X  REPORTS BY THE COMPANY AND THE TRUSTEE  AND SECURITYHOLDERS’ LISTS    Section 10.01. Reports by Trustee.    (a) So long as any Securities are outstanding, 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 therein.    (b) The Trustee shall, at the time of the transmission to the Holders of Securities of any  report pursuant to the provisions of this Section 10.01, file a copy of such report with each stock  exchange upon which the Securities are listed, if any, and also with the SEC in respect of a  Security listed and registered on a national securities exchange, if any. The Company agrees to  notify the Trustee when, as and if the Securities become listed on any stock exchange.    The Company will reimburse the Trustee for all expenses incurred in the preparation and  transmission of any report pursuant to the provisions of this Section 10.01 and of Section 10.02.    Section 10.02. Reports by the Company. The Company shall file with the Trustee and the  SEC, and transmit to Holders, such information, documents and other reports, and such  summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the  manner provided in the Trust Indenture Act; provided that, unless available on EDGAR, any  such information, documents or reports required to be filed with the SEC pursuant to Section 13  or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same is filed  with the SEC; and provided further, that the filing of the reports specified in Section 13 or 15(d)  of the Exchange Act by an entity that is the direct or indirect parent of the Company will satisfy  the requirements of this Section 10.02 so long as such entity is an obligor or guarantor on the  Securities; and provided further that the reports of such entity will not be required to include  condensed consolidating financial information for the Company in a footnote to the financial  statements of such entity. Notwithstanding the foregoing, the Company shall not be required to  deliver to the Trustee any information or documents for which the Company has requested and  received confidential treatment by the SEC.    Section 10.03. Securityholders’ Lists. The Company covenants and agrees that it will  furnish or cause to be furnished to the Trustee:  





 






 44   (a) semi-annually, within 15 days after each Record Date, but in any event not less  frequently than semi-annually, a list in such form as the Trustee may reasonably require of the  names and addresses of the Holders of Securities to which such Record Date applies, as of such  Record Date, and    (b) at such other times as the Trustee may request in writing, within 30 days after receipt  by the Company of any such request, a list of similar form and content as of a date not more than  15 days prior to the time such list is furnished; provided, however, that so long as the Trustee  shall be the Registrar, such lists shall not be required to be furnished.    ARTICLE XI  CONCERNING THE TRUSTEE    Section 11.01. Rights of Trustees; Compensation and Indemnity. The Trustee accepts the  trusts created by this Indenture upon the terms and conditions hereof, including the following, to  all of which the parties hereto and the Holders from time to time of the Securities agree:    (a) The Trustee shall be entitled to such compensation as the Company and the Trustee  shall from time to time agree in writing for all services rendered by it hereunder (including in  any agent capacity in which it acts). The compensation of the Trustee shall not be limited by any  provision of law in regard to the compensation of a trustee of an express trust. The Company  shall reimburse the Trustee promptly upon its request for all reasonable out-of-pocket expenses,  disbursements and advances incurred or made by the Trustee (including the reasonable expenses  and disbursements of its agents and counsel), except any such expense, disbursement or advance  as may be attributable to its negligence, bad faith or willful misconduct.    The Company also agrees to indemnify each of the Trustee and any predecessor Trustee  hereunder for, and to hold it harmless against, any and all loss, liability, damage, claim, or  expense incurred without its own negligence, bad faith or willful misconduct, arising out of or in  connection with the acceptance or administration of the trust or trusts hereunder and the  performance of its duties (including in any agent capacity in which it acts), as well as the costs  and expenses of defending itself against any claim or liability in connection with the exercise or  performance of any of its powers or duties hereunder, except those attributable to its negligence,  willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for  which it may seek indemnity. The Company shall defend the claim and the Trustee shall  cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay  the reasonable fees and expenses of such counsel. The Company need not pay for any settlement  made without its consent, which consent shall not be unreasonably withheld.    As security for the performance of the obligations of the Company under this Section  11.01(a), the Trustee shall have a lien upon all property and funds held or collected by the  Trustee as such, except funds held in trust by the Trustee to pay principal of and interest on any  Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligations of  the Company to compensate and indemnify the Trustee under this Section 11.01(a) shall survive  the resignation or removal of the Trustee and any satisfaction and discharge under Article XII.  





 






 45 When the Trustee incurs expenses or renders services after an Event of Default specified in  clause (e) or (f) of Section 7.01 occurs, the expenses and compensation for the services are  intended to constitute expenses of administration under any applicable federal or state  bankruptcy, insolvency or similar laws.    (b) The Trustee may execute any of the trusts or powers hereof and perform any duty  hereunder either directly or by its agents and attorneys and shall not be responsible for any  misconduct or negligence on the part of any agent or attorney appointed with due care by it  hereunder.    (c) The Trustee shall not be responsible in any manner whatsoever for the correctness of  the recitals herein or in the Securities (except its certificates of authentication thereon) contained,  all of which are made solely by the Company; and the Trustee shall not be responsible or  accountable in any manner whatsoever for or with respect to the validity or execution or  sufficiency of this Indenture or of the Securities (except its certificates of authentication thereon),  and the Trustee makes no representation with respect thereto, except that the Trustee represents  that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and  perform its obligations hereunder and that the statements made by it in a Statement of Eligibility  on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set  forth therein. The Trustee shall not be accountable for the use or application by the Company of  any Securities, or the proceeds of any Securities, authenticated and delivered by the Trustee in  conformity with the provisions of this Indenture.    (d) The Trustee may consult with counsel of its selection, and, to the extent permitted by  Section 11.02, any Opinion of Counsel shall be full and complete authorization and protection in  respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance  with such Opinion of Counsel.    (e) The Trustee, to the extent permitted by Section 11.02, may rely upon the certificate of  the Secretary or one of the Assistant Secretaries of the Company as to the adoption of any Board  Resolution or resolution of the stockholders of the Company, and any request, direction, order or  demand of the Company mentioned herein shall be sufficiently evidenced by, and 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 may rely  upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein  specifically prescribed).    (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or  any other capacity, may become the owner or pledgee of Securities and, subject to Sections  310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same  rights it would have had if it were not the Trustee or such agent.    (g) Money held by the Trustee in trust hereunder need not be segregated from other funds  except to the extent required by law. The Trustee shall be under no liability for interest on any  money received by it hereunder except as otherwise agreed in writing with the Company.    





 






 46 (h) Any action taken by the Trustee pursuant to any provision hereof at the request or  with the consent of any Person who at the time is the Holder of any Security shall be conclusive  and binding in respect of such Security upon all future Holders thereof or of any Security or  Securities which may be issued for or in lieu thereof in whole or in part, whether or not such  Security shall have noted thereon the fact that such request or consent had been made or given.    (i) Subject to the provisions of Section 11.02, 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, consent, order, approval, bond, debenture or other  paper or document believed by it to be genuine and to have been signed or presented by the  proper party or parties.    (j) Subject to the provisions of Section 11.02, the Trustee shall not be under any  obligation to exercise any of the rights or powers vested in it by this Indenture at the request,  order or direction of any of the Holders of the Securities, pursuant to any provision of this  Indenture, unless one or more of the Holders of the Securities shall have offered to the Trustee  security or indemnity satisfactory to it against the costs, expenses and liabilities which may be  incurred by it therein or thereby.    (k) Subject to the provisions of Section 11.02, 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 its  discretion or within the rights or powers conferred upon it by this Indenture.    (l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have  knowledge or notice of any Default or Event of Default unless a Responsible Officer of the  Trustee has actual knowledge thereof or unless the Holders of not less than 25% of the  Outstanding Securities notify the Trustee thereof.    (m) Subject to the provisions of the first paragraph of Section 11.02, 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, may, but shall  not be required to, make further inquiry or investigation into such facts or matters as it may see  fit.    (n) The rights, privileges, protections, immunities and benefits given to the Trustee,  including, without limitation, its right to be indemnified, are extended to, and shall be  enforceable by, the Trustee in each of its capacities hereunder.    Section 11.02. Duties of Trustee.    (a) If one or more of the Events of Default specified in Section 7.01 with respect to the  Securities of any series shall have happened, then, during the continuance thereof, the Trustee  shall, with respect to such Securities, exercise such of the rights and powers vested in it by this  Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person  would exercise or use under the circumstances in the conduct of such person’s own affairs.  





 






 47   (b) None of the provisions of this Indenture shall be construed as relieving the Trustee  from liability for its own negligent action, negligent failure to act, or its own willful misconduct,  except that, anything in this Indenture contained to the contrary notwithstanding,        (i) unless and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall have happened which at the time is continuing,        (A) the Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined solely by the express provisions of this Indenture; and        (B) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions of this         Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein);       (ii) the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and       (iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by this Indenture.    (c) None of the provisions of this Indenture shall require the Trustee to expend or risk its  own funds or otherwise to incur any financial liability in the performance of any of its duties  hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for  believing that repayment of such funds or adequate indemnity against such risk or liability is not  reasonably assured to it.    (d) Whether or not therein expressly so provided, every provision of this Indenture  relating to the conduct or affecting the liability of or affording protection to the Trustee shall be  subject to the provisions of this Section 11.02.  





 






 48 Section 11.03. Notice of Defaults. Within 90 days after the occurrence thereof, and if  known to the Trustee, the Trustee shall give to the Holders of the Securities of a series notice of  each Default or Event of Default with respect to the Securities of such series known to the  Trustee, by transmitting such notice to Holders at their addresses as the same shall then appear  on the Register of the Company, unless such Default shall have been cured or waived before the  giving of such notice (the term “Default” being hereby defined to be the events specified in  Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default  as defined in said Section). Except in the case of a Default or Event of Default in payment of the  principal of, premium, if any, or interest on any of the Securities of such series when and as the  same shall become payable, or to make any sinking fund payment as to Securities of the same  series, the Trustee shall be protected in withholding such notice, if and so long as a Responsible  Officer or Responsible Officers of the Trustee in good faith determines that the withholding of  such notice is in the interests of the Holders of the Securities of such series.     Section 11.04. Eligibility; Disqualification.    (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The  Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most  recent published annual report of condition, and shall have a Corporate Trust Office. If at any  time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04,  it shall resign immediately in the manner and with the effect hereinafter specified in this Article.    (b) The Trustee shall comply with TIA Section 310(b); provided, however, that there  shall be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under  which other securities or certificates of interest or participation in other securities of the  Company are outstanding if the requirements for such exclusion set forth in TIA Section  310(b)(i) are met. If the Trustee has or shall acquire a conflicting interest within the meaning of  Section 310(b) 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. If Section 310(b) of the Trust Indenture Act is amended any  time after the date of this Indenture to change the circumstances under which a Trustee shall be  deemed to have a conflicting interest with respect to the Securities of any series or to change any  of the definitions in connection therewith, this Section 11.04 shall be automatically amended to  incorporate such changes.    Section 11.05. Registration and Notice; Removal. The Trustee, or any successor to it  hereafter appointed, may at any time resign and be discharged of the trusts hereby created with  respect to any one or more or all series of Securities by giving to the Company notice in writing.  Such resignation shall take effect upon the appointment of a successor Trustee and the  acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be  removed with respect to any series of Securities at any time by the filing with such Trustee and  the delivery to the Company of an instrument or instruments in writing signed by the Holders of  a majority in principal amount of the Securities of such series then Outstanding, specifying such  removal and the date when it shall become effective.       





 






 49 If at any time:    (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) 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 11.04 and shall fail to resign 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    (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or  insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer  shall take charge or control of the Trustee or of its property or affairs for the purpose of  rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by written  notice to the Trustee may remove the Trustee and appoint a successor Trustee with respect to all  Securities, or (ii) subject to TIA Section 315(e), any Securityholder who has been a bona fide  Holder of a Security for at least six months may, on behalf of himself and all others similarly  situated, petition any court of competent jurisdiction for the removal of the Trustee with respect  to all Securities and the appointment of a successor Trustee or Trustees.     Upon its resignation or removal, any Trustee shall be entitled to the payment of  reasonable compensation for the services rendered hereunder by such Trustee and to the payment  of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The  Trustee’s rights to indemnification provided in Section 11.01(a) shall survive its resignation or  removal.    Section 11.06. Successor Trustee by Appointment.    (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee  shall be removed as provided in Section 11.04(b), in which event the vacancy shall be filled as  provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt  or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with respect to the Securities of one or more series, 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 series) may be appointed by the Holders of a majority in principal amount of the  Securities of that or those series then Outstanding, by an instrument or instruments in writing  signed in duplicate by such Holders and filed, one original thereof with the Company and the  other with the successor Trustee; but, until a successor Trustee shall have been so appointed by  the Holders of Securities of that or those series as herein authorized, the Company, or, in case all  or substantially all the assets of the Company shall be in the possession of one or more  custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization  proceedings (including a trustee or trustees appointed under the provisions of the federal  bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors,  





 






 50 such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing,  shall appoint a successor Trustee with respect to the Securities of such series. Subject to the  provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee  with respect to the Securities of any series, the Trustee with respect to the Securities of such  series shall cease to be Trustee hereunder. After any such appointment other than by the Holders  of Securities of that or those series, the Person making such appointment shall forthwith cause  notice thereof to be mailed to the Holders of Securities of such series at their addresses as the  same shall then appear on the Register of the Company but any successor Trustee with respect to  the Securities of such series so appointed shall, immediately and without further act, be  superseded by a successor Trustee appointed by the Holders of Securities of such series in the  manner above prescribed, if such appointment be made prior to the expiration of one year from  the date of the mailing of such notice by the Company, or by such receivers, trustees or  assignees.    (b) If any Trustee with respect to the Securities of one or more series shall resign or be  removed and a successor Trustee shall not have been appointed by the Company or by the  Holders of the Securities of such series or, if any successor Trustee so appointed shall not have  accepted its appointment within 30 days after such appointment shall have been made, the  resigning Trustee at the expense of the Company may apply to any court of competent  jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee  shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three  months after such appointment might have been made hereunder, the Holder of any Security of  the applicable series or any retiring Trustee at the expense of the Company may apply to any  court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any  such case, after such notice, if any, as such court may deem proper and prescribe, appoint a  successor Trustee.    (c) Any successor Trustee appointed hereunder with respect to the Securities of one or  more series shall execute, acknowledge and deliver to its predecessor Trustee and to the  Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an  instrument accepting such appointment hereunder, and thereupon such successor Trustee,  without any further act, deed or conveyance, shall become vested with all the authority, rights,  powers, trusts, immunities, duties and obligations with respect to such series of such predecessor  Trustee with like effect as if originally named as Trustee hereunder, and such predecessor  Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become  obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and  properties held by such predecessor Trustee as Trustee hereunder, subject nevertheless to its lien  provided for in Section 11.01(a). Nevertheless, on the written request of the Company or of the  successor Trustee or of the Holders of at least 10% in principal amount of the Securities of such  series then Outstanding, such predecessor Trustee, upon payment of its said charges and  disbursements, shall execute and deliver an instrument transferring to such successor Trustee  upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and  shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such  predecessor Trustee, subject nevertheless to its lien provided for in Section 11.01(a); and, upon  request of any such successor Trustee and the Company shall make, execute, acknowledge and  deliver any and all instruments in writing for more fully and effectually vesting in and  





 






 51 confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties  and obligations.    Section 11.07. Successor Trustee by Merger. Any Person into which the Trustee or any  successor to it in the trusts created by this Indenture shall be merged or converted, or any Person  with which it or any successor to it shall be consolidated, or any Person resulting from any  merger, conversion or consolidation to which the Trustee or any such successor to it shall be a  party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer all  or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee  under this Indenture without the execution or filing of any paper or any further act on the part of  any of the parties hereto; provided that such Person shall be otherwise qualified and eligible  under this Article. In case at the time such successor to the Trustee shall succeed to the trusts  created by this Indenture with respect to one or more series of Securities, any of such Securities  shall have been authenticated but not delivered by the Trustee then in office, any successor to  such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver  such Securities so authenticated; and in case at that time any of the Securities shall not have been  authenticated, any successor to the Trustee may authenticate such Securities either in the name of  any predecessor hereunder or in the name of the successor Trustee; and in all such cases such  certificates shall have the full force which it is anywhere in the Securities or in this Indenture  provided that the certificate of the Trustee shall have; provided, however, that the right to adopt  the certificate of authentication of any predecessor Trustee or authenticate Securities in the name  of any predecessor Trustee shall apply only to its successor or successors by merger, conversion  or consolidation.    Section 11.08. Right to Rely on Officer’s Certificate. Subject to Section 11.02, and  subject to the provisions of Section 16.01 with respect to the certificates required thereby,  whenever in the administration of the provisions of this Indenture the Trustee shall deem it  necessary or desirable that a matter be proved or established prior to taking or suffering any  action hereunder, such matter (unless other evidence in respect thereof be herein specifically  prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the  Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate with  respect thereto delivered to the Trustee, and such Officer’s Certificate, in the absence of  negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the  Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon  the faith thereof.    Section 11.09. Appointment of Authenticating Agent. The Trustee may appoint an agent  (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the  Securities, and the Trustee shall give written notice of such appointment to all Holders of  Securities of the series with respect to which such Authenticating Agent will serve. Unless  limited by the terms of such appointment, any such Authenticating Agent may authenticate  Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by  the Trustee includes authentication by the Authenticating Agent. 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.    





 






 52 Each Authenticating Agent shall at all times be a corporation organized and doing  business and in good standing under the laws of the United States, any State thereof or the  District of Columbia, authorized under such laws to act as Authenticating Agent, having a  combined capital and surplus of not less than $50,000,000 and subject to supervision or  examination by Federal or State authority. If such corporation 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 Article XI, the combined capital and surplus of such corporation  shall be deemed to be its combined capital and surplus as set forth in its most recent report of  condition so published. If at any time an Authenticating Agent shall cease to be eligible in  accordance with the provisions of this Article XI, it shall resign immediately in the manner and  with the effect specified in this Article XI.     Any corporation into which an Authenticating Agent may be merged or converted or with  which it may be consolidated, or any corporation resulting from any merger, conversion or  consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding  to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to  be an Authenticating Agent, provided such corporation shall be otherwise eligible under this  Article XI, 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 11.09, the Trustee may appoint a successor  Authenticating Agent which shall be acceptable to the Company and shall give written notice of  such appointment 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 11.09.    The Trustee agrees to pay to each Authenticating Agent from time to time reasonable  compensation for its services under this Section 11.09, and the Trustee shall be entitled to be  reimbursed for such payments, subject to the provisions of Section 11.01.    Section 11.10. Communications by Securityholders with Other Securityholders. Holders  of Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other  Holders with respect to their rights under this Indenture or the Securities. The Company, the  Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust  Indenture Act with respect to such communications.            





 






 53 ARTICLE XII  SATISFACTION AND DISCHARGE; DEFEASANCE    Section 12.01. Applicability of Article. If, pursuant to Section 3.01, provision is made for  the defeasance of Securities of a series and if the Securities of such series are denominated and  payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then the provisions of  this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for  Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign  Currency may be specified pursuant to Section 3.01.     Section 12.02. Satisfaction and Discharge of Indenture. This Indenture, with respect to  the Securities of any series (if all series issued under this Indenture are not to be affected), shall,  upon Company Order, cease to be of further effect (except as to any surviving rights of  registration of transfer or exchange of such Securities herein expressly provided for and rights to  receive payments of principal of and premium, if any, and interest on such Securities) and the  Trustee, at the expense of the Company, shall execute proper instruments acknowledging  satisfaction and discharge of this Indenture, when,        (a) either:        (i) all Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen and that have been replaced or paid as  provided in Section 3.07 and (B) 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 6.03) have been delivered to the Trustee for cancellation; or      (ii) all Securities of such series not theretofore delivered to the Trustee for cancellation,          (A) have become due and payable, or          (B) will become due and payable at their Stated Maturity within one year, or          (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company, and the Company,     and in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee  or Paying Agent as trust funds in trust for the purpose an amount in the Currency in which such  Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to  pay and discharge the entire Indebtedness on such Securities for principal and premium, if any,  and interest to the date of such deposit (in the case of Securities that have become due and  payable) or to the Stated Maturity or Redemption Date, as the case may be; provided, however,  in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or  any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with  





 






 54 respect to the Company within 91 days after the deposit and the Trustee is required to return the  moneys then on deposit with the Trustee to the Company, the obligations of the Company under  this Indenture with respect to such Securities shall not be deemed terminated or discharged;     (b) the Company has paid or caused to be paid all other sums payable hereunder by the  Company; and     (c) 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 with respect to such series have been complied with.  Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company  to the Trustee under Section 11.01 and, if money shall have been deposited with the Trustee  pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the Trustee under  Section 12.06 and the last paragraph of Section 6.03(e) shall survive.     Section 12.03. Defeasance upon Deposit of Moneys or U.S Government Obligations. At  the Company’s option, either (a) the Company shall be deemed to have been Discharged (as  defined below) from its obligations with respect to Securities of any series on the first day after  the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be  under any obligation to comply with any term, provision or condition set forth in Section 6.04  with respect to Securities of any series (and, if so specified pursuant to Section 3.01, any other  restrictive covenant added for the benefit of such series pursuant to Section 3.01) at any time  after the applicable conditions set forth below have been satisfied:     (a) The Company shall have deposited or caused to be deposited irrevocably with the  Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the  benefit of the Holders of the Securities of such series money in an amount, or (ii) U.S.  Government Obligations (as defined below) that through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient to pay  and discharge each installment of principal (including any mandatory sinking fund payments) of  and premium, if any, and interest on, the Outstanding Securities of such series on the dates such  installments of interest or principal and premium are due;     (b) No Default with respect to the Securities of such series shall have occurred and be  continuing on the date of such deposit (other than a Default resulting from the borrowing of  funds and the grant of any related liens to be applied to such deposit); and     (c) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect  that Holders of the Securities of such series will not recognize income, gain or loss for U.S.  federal income tax purposes as a result of the Company’s exercise of its option under this Section  and will be subject to federal income tax on the same amounts and in the same manner and at the  same times as would have been the case if such action had not been exercised and, in the case of  the Securities of such series being Discharged accompanied by a ruling to that effect received  from or published by the Internal Revenue Service.     





 






 55 “Discharged” means that the Company shall be deemed to have paid and discharged the  entire Indebtedness represented by, and obligations under, the Securities of such series and to  have satisfied all the obligations under this Indenture relating to the Securities of such series (and  the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the  same), except the rights of Holders of Securities of such series to receive, from the trust fund  described in clause (a) above, payment of the principal of and premium, if any, and interest on  such Securities when such payments are due, the Company’s obligations with respect to  Securities of such series under Sections 3.04, 3.06, 3.07, 6.03 and 12.06 and the rights, powers,  trusts, duties and immunities of the Trustee hereunder.    Section 12.04. Repayment to Company. The Trustee and any Paying Agent shall  promptly pay to the Company (or to its designee) upon Company Order any excess moneys or  U.S. Government Obligations held by them at any time. The provisions of the last paragraph of  Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article  that remains unclaimed for two years after the Maturity of any series of Securities for which  money or U.S. Government Obligations have been deposited pursuant to Section 12.03.     Section 12.05. Indemnity for U.S Government Obligations. The Company shall pay and  shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against  the deposited U.S. Government Obligations or the principal or interest received on such U.S.  Government Obligations.     Section 12.06. Application of Trust Money.     (a) Subject to any applicable abandoned property law, neither the Trustee nor any other  paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions  of this Indenture, except such as it shall agree with the Company in writing to pay thereon. Any  moneys so deposited for the payment of the principal of, or premium, if any, or interest on the  Securities of any series and remaining unclaimed for two years after the date of the maturity of  the Securities of such series or the date fixed for the redemption of all the Securities of such  series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other  paying agent to the Company upon its written request and thereafter, anything in this Indenture  to the contrary notwithstanding, any rights of the Holders of Securities of such series in respect  of which such moneys shall have been deposited shall be enforceable only against the Company,  and all liability of the Trustee or such other paying agent with respect to such moneys shall  thereafter cease.     (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time  shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for  the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall  be and are hereby assigned, transferred and set over to the Trustee or such other paying agent in  trust for the respective Holders of the Securities for the purpose for which such moneys shall  have been deposited; but such moneys need not be segregated from other funds except to the  extent required by law.     





 






 56 Section 12.07. Deposits of Non-U.S. Currencies. Notwithstanding the foregoing  provisions of this Article, if the Securities of any series are payable in a Currency other than U.S.  Dollars, the Currency or the nature of the government obligations to be deposited with the  Trustee or paying agent under the foregoing provisions of this Article shall be as set forth in the  Officer’s Certificate or established in the supplemental indenture under which the Securities of  such series are issued.     ARTICLE XIII  IMMUNITY OF CERTAIN PERSONS    Section 13.01. No Personal Liability. No recourse shall be had for the payment of the  principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or  otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation,  covenant or agreement of this Indenture, against any incorporator, stockholder, officer or  director, as such, past, present or future, of the Company or of any successor corporation, either  directly or through the Company or any successor corporation, whether by virtue of any  constitutional provision, statute or rule of law, or by the enforcement of any assessment or  penalty or otherwise; it being expressly agreed and understood that this Indenture and the  Securities are solely corporate obligations, and that no personal liability whatsoever shall attach  to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or  future, of the Company or of any successor corporation, either directly or through the Company  or any successor corporation, because of the incurring of the Indebtedness hereby authorized or  under or by reason of any of the obligations, covenants, promises or agreements contained in this  Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all liability,  if any, of that character against every such incorporator, stockholder, officer and director is, by  the acceptance of the Securities and as a condition of, and as part of the consideration for, the  execution of this Indenture and the issue of the Securities, expressly waived and released.       ARTICLE XIV  SUPPLEMENTAL INDENTURES    Section 14.01. Without Consent of Securityholders. Except as otherwise provided as  contemplated by Section 3.01 with respect to any series of Securities, 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 one or more of or all the following purposes:     (a) to add to the covenants and agreements of the Company, to be observed thereafter and  during the period, if any, in such supplemental indenture or indentures expressed, and to add  Events of Default, in each case for the protection or benefit of the Holders of all or any series of  the Securities (and if such covenants, agreements and Events of Default are to be for the benefit  of fewer than all series of Securities, stating that such covenants, agreements and Events of  Default are expressly being included for the benefit of such series as shall be identified therein),  or to surrender any right or power herein conferred upon the Company;     





 






 57 (b) to delete or modify any Events of Default with respect to all or any series of the  Securities, the form and terms of which are being established pursuant to such supplemental  indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer  than all such series of the Securities, specifying the series to which such Event of Default is  applicable), and to specify the rights and remedies of the Trustee and the Holders of such  Securities in connection therewith;     (c) to add to or change any of the provisions of this Indenture to provide, change or  eliminate any restrictions on the payment of principal of or premium, if any, on Securities;  provided that any such action shall not adversely affect the interests of the Holders of Securities  of any series in any material respect;     (d) to change or eliminate any of the provisions of this Indenture; provided that any such  change or elimination shall become effective only when there is no Outstanding Security of any  series created prior to the execution of such supplemental indenture that is entitled to the benefit  of such provision and as to which such supplemental indenture would apply;     (e) to evidence the succession of another corporation to the Company, or successive  successions, and the assumption by such successor of the covenants and obligations of the  Company contained in the Securities of one or more series and in this Indenture or any  supplemental indenture;     (f) to evidence and provide for the acceptance of appointment hereunder by a successor  Trustee with respect to one or more series of Securities and to add to or change any of the  provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts  hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);     (g) to secure any series of Securities;     (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07  hereof as permitted by the terms thereof;     (i) to cure or reform any ambiguity mistake, manifest error, omission, defect or  inconsistency, or to conform the text of any provision herein or in any indenture supplemental  hereto to any description thereof in the applicable section of a prospectus, prospectus supplement  or other offering document that was intended to be a verbatim recitation of a provision of this  Indenture of any indenture supplemental hereto;     (j) to add to or change or eliminate any provision of this Indenture as shall be necessary  or desirable in accordance with any amendments to the Trust Indenture Act;     (k) to add guarantors or co-obligors with respect to any series of Securities;     (l) to make any change in any series of Securities that does not adversely affect in any  material respect the interests of the Holders of such Securities;     





 






 58 (m) to provide for uncertificated securities in addition to certificated securities;     (n) to supplement any of the provisions of this Indenture to such extent as shall be  necessary to permit or facilitate the defeasance and discharge of any series of Securities;  provided that any such action shall not adversely affect the interests of the Holders of Securities  of such series or any other series of Securities;     (o) to prohibit the authentication and delivery of additional series of Securities; or     (p) to establish the form and terms of Securities of any series as permitted in Section  3.01, or to authorize the issuance of additional Securities of a series previously authorized or to  add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of  issue, authentication or delivery of the Securities of any series, as herein set forth, or other  conditions, limitations or restrictions thereafter to be observed.     Subject to the provisions of Section 14.03, the Trustee is authorized to join with the  Company in the execution of any such supplemental indenture, to make the further agreements  and stipulations which may be therein contained and to accept the conveyance, transfer,  assignment, mortgage or pledge of any property or assets thereunder.     Any supplemental indenture authorized by the provisions of this Section 14.01 may be  executed by the Company and the Trustee without the consent of the Holders of any of the  Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02.     Section 14.02. With Consent of Securityholders; Limitations.    (a) With the consent of the Holders (evidenced as provided in Article VIII) of at least a  majority in aggregate principal amount of the Outstanding Securities of each series affected by  such supplemental indenture voting separately, the Company and the Trustee may, from time to  time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of  adding any provisions to or changing in any manner or eliminating any provisions of this  Indenture or of modifying in any manner the rights of the Holders of the Securities of such series  to be affected; provided, however, that no such supplemental indenture shall, without the consent  of the Holder of each Outstanding Security of each such series affected thereby,       (i) extend the Stated Maturity of the principal of, or any installment of interest on, any  Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the Currency in which the principal of and premium, if any, or interest on such Security is  denominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02, or impair the right to institute suit for the  enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely affect the economic terms of any right to convert or exchange any Security as may be provided  pursuant to Section 3.01; or   





 






 59     (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any 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       (iii) modify any of the provisions of this Section, Section 6.06 or Section 7.06, 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 6.06, or the deletion of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or       (iv) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.     (b) A supplemental indenture that changes or eliminates any provision of this Indenture  which has expressly been included solely for the benefit of one or more particular series of  Securities or which modifies the rights of the Holders of Securities of such series with respect to  such covenant or other provision, shall be deemed not to affect the rights under this Indenture of  the Holders of Securities of any other series.     (c) It shall not be necessary for the consent of the Securityholders under this Section  14.02 to approve the particular form of any proposed supplemental indenture, but it shall be  sufficient if such consent shall approve the substance thereof.     (d) The Company may set a record date for purposes of determining the identity of the  Holders of each series of Securities entitled to give a written consent or waive compliance by the  Company as authorized or permitted by this Section. Such record date shall not be more than 30  days prior to the first solicitation of such consent or waiver or the date of the most recent list of  Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust  Indenture Act.     (e) Promptly after the execution by the Company and the Trustee of any supplemental  indenture pursuant to the provisions of this Section 14.02, the Company shall mail a notice,  setting forth in general terms the substance of such supplemental indenture, to the Holders of  Securities at their addresses as the same shall then appear in the Register of the Company. Any  failure of the Company to mail such notice, or any defect therein, shall not, however, in any way  impair or affect the validity of any such supplemental indenture.     Section 14.03. Trustee Protected. Upon the request of the Company, accompanied by the  Officer’s Certificate and Opinion of Counsel required by Section 16.01 stating that the execution  of such supplemental indenture is authorized or permitted by this Indenture, and evidence  reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is  





 






 60 to be executed pursuant to Section 14.02, the Trustee shall join with the Company in the  execution of said supplemental indenture unless said supplemental indenture affects the  Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the  Trustee may in its discretion, but shall not be obligated to, enter into said supplemental  indenture. The Trustee shall be fully protected in relying upon such Officer’s Certificate and an  Opinion of Counsel.     Section 14.04. Effect of Execution of Supplemental Indenture. Upon the execution of any  supplemental indenture pursuant to the provisions of this Article XIV, this Indenture shall be  deemed to be modified and amended in accordance therewith and, except as herein otherwise  expressly provided, the respective rights, limitations of rights, obligations, duties and immunities  under this Indenture of the Trustee, the Company and the Holders of all of the Securities or of  the Securities of any series affected, as the case may be, shall thereafter be determined, exercised  and enforced hereunder subject in all respects to such modifications and amendments, and all the  terms and conditions of any such supplemental indenture shall be and be deemed to be part of the  terms and conditions of this Indenture for any and all purposes.     Section 14.05. Notation on or Exchange of Securities. Securities of any series  authenticated and delivered after the execution of any supplemental indenture pursuant to the  provisions of this Article may bear a notation in the form approved by the Trustee as to any  matter provided for in such supplemental indenture. If the Company or the Trustee shall so  determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board  of Directors of the Company, to any modification of this Indenture contained in any such  supplemental indenture may be prepared and executed by the Company and authenticated and  delivered by the Trustee in exchange for the Securities then Outstanding in equal aggregate  principal amounts, and such exchange shall be made without cost to the Holders of the  Securities.     Section 14.06. Conformity with TIA. Every supplemental indenture executed pursuant to  the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then  in effect.     ARTICLE XV  SUBORDINATION OF SECURITIES     Section 15.01. Agreement to Subordinate. In the event a series of Securities is designated  as subordinated pursuant to Section 3.01, and except as otherwise provided in a Company Order  or in one or more indentures supplemental hereto, the Company, for itself, its successors and  assigns, covenants and agrees, and each Holder of Securities of such series by his, her or its  acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and  premium, if any) and interest, if any, on each and all of the Securities of such series 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 all Senior Indebtedness. In the event a series of Securities is not  designated as subordinated pursuant to Section 3.01(c), this Article XV shall have no effect upon  the Securities.     





 






 61 Section 15.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation  of Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any  dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,  insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of  creditors or any other marshalling of the assets and liabilities of the Company or otherwise  (subject to the power of a court of competent jurisdiction to make other equitable provision  reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders  thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization  under applicable bankruptcy law):     (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of  the principal thereof (and premium, if any) and interest due thereon before the Holders of the  Securities are entitled to receive any payment upon the principal (or premium, if any) or interest,  if any, on Indebtedness evidenced by the Securities; and     (b) any payment or distribution of assets of the Company of any kind or character,  whether in cash, property or securities, to which the Holders of the Securities or the Trustee  would be entitled except for the provisions of this Article XV shall be paid by the liquidation  trustee or agent or other Person making such payment or distribution, whether a trustee in  bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior  Indebtedness or their representative or representatives or to the trustee or trustees under any  indenture under which any instruments evidencing any of such Senior Indebtedness may have  been issued, ratably according to the aggregate amounts remaining unpaid on account of the  principal of (and premium, if any) and interest on the Senior Indebtedness held or represented by  each, to the extent necessary to make payment in full of all Senior Indebtedness remaining  unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior  Indebtedness; and     (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets  of the Company of any kind or character, whether in cash, property or securities prohibited by  the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior  Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice  to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or  its representative or representatives or to the trustee or trustees under any indenture under which  any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as  aforesaid, as calculated by the Company, for application to payment of all Senior Indebtedness  remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving  effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.     (d) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities  shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent that  distributions otherwise payable to such holder have been applied to the payment of Senior  Indebtedness) to receive payments or distributions of cash, property or securities of the Company  applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any,  on the Securities shall be paid in full and no such payments or distributions to the Holders of the  Securities of cash, property or securities otherwise distributable to the holders of Senior  





 






 62 Indebtedness shall, as between the Company, its creditors other than the holders of Senior  Indebtedness, and the Holders of the Securities be deemed to be a payment by the Company to or  on account of the Securities. It is understood that the provisions of this Article XV are and are  intended solely for the purpose of defining the relative rights of the Holders of the Securities, on  the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained  in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall  impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and  the Holders of the Securities, the obligation of the Company, which is unconditional and  absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and  interest, if any, on the Securities as and when the same shall become due and payable in  accordance with their terms, or to affect the relative rights of the Holders of the Securities and  creditors of the Company other than the holders of Senior Indebtedness, nor shall anything  herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all  remedies otherwise permitted by applicable law upon default under this Indenture, subject to the  rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash,  property or securities of the Company received upon the exercise of any such remedy. Upon any  payment or distribution of assets of the Company referred to in this Article XV, the Trustee,  subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate  of the liquidating trustee or agent or other person making any distribution to the Trustee for the  purpose of ascertaining the Persons entitled to participate in such distribution, the holders of  Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable  thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or  to this Article XV.     Section 15.03. No Payment on Securities in Event of Default on Senior Indebtedness.  Subject to Section 15.01, no payment by the Company on account of principal (or premium, if  any), sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default  on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate  its maturity and (ii) the default is the subject of judicial proceedings or the Company has  received notice of such default. The Company may resume payments on the Securities when full  payment of amounts then due for principal (premium, if any), sinking funds and interest on  Senior Indebtedness has been made or duly provided for in money or money’s worth.     In the event that, notwithstanding the foregoing, any payment shall be received by the  Trustee when such payment is prohibited by the preceding paragraph of this Section 15.03, such  payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the  holders of such Senior Indebtedness or their respective representatives, or to the trustee or  trustees under any indenture pursuant to which any of such Senior Indebtedness may have been  issued, as their respective interests may appear, as calculated by the Company, but only to the  extent that the holders of such Senior Indebtedness (or their representative or representatives or a  trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due  and owing on such Senior Indebtedness and only the amounts specified in such notice to the  Trustee shall be paid to the holders of such Senior Indebtedness.     Section 15.04. Payments on Securities Permitted. Subject to Section 15.01, nothing  contained in this Indenture or in any of the Securities shall (a) affect the obligation of the  





 






 63 Company to make, or prevent the Company from making, at any time except as provided in  Sections 15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the  Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it  hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if  any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its  Corporate Trust Office written notice of any fact prohibiting the making of such payment from  the Company or from the holder of any Senior Indebtedness or from the trustee for any such  holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or  of the authority of such trustee more than two Business Days prior to the date fixed for such  payment.     Section 15.05. Authorization of Securityholders to Trustee to Effect Subordination.  Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and  directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate  to effectuate the subordination as provided in this Article XV and appoints the Trustee his  attorney-in-fact for any and all such purposes.     Section 15.06. Notices to Trustee. The Company shall give prompt written notice to a  Responsible Officer of the Trustee of any fact known to the Company that would prohibit the  making of any payment of monies or assets to or by the Trustee in respect of the Securities of  any series pursuant to the provisions of this Article XV. Subject to Section 15.01,  notwithstanding the provisions of this Article XV or any other provisions of this Indenture,  neither the Trustee nor any Paying Agent (other than the Company) shall be charged with  knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the  making of any payment of moneys or assets to or by the Trustee or such Paying Agent, unless  and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the  case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written  notice thereof from the Company or from the holder of any Senior Indebtedness from the trustee  for any such holder, together with proof satisfactory to the Trustee of such holding of Senior  Indebtedness or of the authority of such trustee and, prior to the receipt of any such written  notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts  exist; provided, however, that if at least two Business Days prior to the date upon which by the  terms hereof any such moneys or assets may become payable for any purpose (including, without  limitation, the payment of either the principal (or premium, if any) or interest, if any, on any  Security) a Responsible Officer of the Trustee shall not have received with respect to such  moneys or assets the notice provided for in this Section 15.06, then, anything herein contained to  the contrary notwithstanding, the Trustee shall have full power and authority to receive such  moneys or assets and to apply the same to the purpose for which they were received, and shall  not be affected by any notice to the contrary which may be received by it within two Business  Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written  notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on  behalf of such holder) to establish that such a notice has been given by a holder of Senior  Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in  good faith that further evidence is required with respect to the right of any Person as a holder of  Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the  Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee  





 






 64 as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is  entitled to participate in such payment or distribution and any other facts pertinent to the rights of  such Person under this Article XV 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 15.07. Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the  Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in  respect of any Senior Indebtedness at any time held by it to the same extent as any other holder  of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of  any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments  to, the Trustee under or pursuant to Sections 7.05 or 11.01.     Section 15.08. Modifications of Terms of Senior Indebtedness. Subject to Section 15.01,  any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by  the holders of Senior Indebtedness of any of their rights under any instrument creating or  evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,  may be made or done all without notice to or assent from the Holders of the Securities or the  Trustee. No compromise, alteration, amendment, modification, extension, renewal or other  change of, or waiver, consent or other action in respect of, any liability or obligation under or in  respect of, or of any of the terms, covenants or conditions of any indenture or other instrument  under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or  not such release is in accordance with the provisions of any applicable document, shall in any  way alter or affect any of the provisions of this Article XV or of the Securities relating to the  subordination thereof.     Section 15.09. Reliance on Judicial Order or Certificate of Liquidating Agent. Subject to  Section 15.01, upon any payment or distribution of assets of the Company referred to in this  Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely  upon any order or decree entered by any court of competent jurisdiction in which such  insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or  similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating  trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making  such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the  purpose of ascertaining the Persons entitled to participate in such payment or distribution, the  holders of 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 XV.     Section 15.10. Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject  to Section 15.01, amounts and U.S. Government Obligations deposited in trust with the Trustee  pursuant to and in accordance with Article XII and not, at the time of such deposit, prohibited to  be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.     Section 15.11. Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness.  With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe  





 






 65 only such of its covenants and obligations as are specifically set forth in this Article XV, and no  implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read  into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary  duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it  shall pay over or distribute to or on behalf of Holders of Securities or the Company, or any other  Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue  of this Article XV or otherwise.     ARTICLE XVI  MISCELLANEOUS PROVISIONS     Section 16.01. Certificates and Opinions as to Conditions Precedent.    (a) Upon any request or application by the Company to the Trustee to take any action  under any of the provisions of this Indenture, the Company shall furnish to the Trustee an  Officer’s 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 have been complied with, except  that in the case of any such application or demand as to which the furnishing of such document is  specifically required by any provision of this Indenture relating to such particular application or  demand, no additional certificate or opinion need be furnished.     (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee  with respect to compliance with a condition or covenant provided for in this Indenture (other  than the certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a  statement that the Person giving such certificate or opinion has read such covenant or condition;  (ii) 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; (iii) a statement  that, in the view or opinion of such Person, he or she has made such examination or investigation  as is necessary to enable such Person to express an informed view or opinion as to whether or not  such covenant or condition has been complied with; and (iv) a statement as to whether or not, in  the view or opinion of such Person, such condition or covenant has been complied with.     (c) Any certificate, statement 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 or her  certificate, statement or opinion is based are erroneous. Any certificate, statement or opinion of  counsel may be based, insofar as it relates to factual matters, upon a certificate, statement 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, statement  or opinion or representations with respect to such matters are erroneous.     (d) Any certificate, statement or opinion of an officer of the Company or of counsel to the  Company may be based, insofar as it relates to accounting matters, upon a certificate or opinion  





 






 66 of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as  the case may be, knows, or in the exercise of reasonable care should know, that the certificate or  opinion or representations with respect to the accounting matters upon which his or her  certificate, statement or opinion may be based are erroneous. Any certificate or opinion of any  firm of independent registered public accountants filed with the Trustee shall contain a statement  that such firm is independent.     (e) 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.     (f) 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 16.02. Trust Indenture Act Controls. If and to the extent that any provision of this  Indenture limits, qualifies or conflicts with the duties imposed by, or another provision included  in this Indenture which is required to be included in this Indenture by any of the provisions of  Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated  provision shall control.     Section 16.03. Notices to the Company and Trustee. Any notice or demand authorized by  this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee  shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed,  delivered or telefaxed to:     (a) the Company, at 5115 Ulmerton Road, Clearwater, Florida 33760 Attention: Chief  Executive Officer, or at such other address as may have been furnished in writing to the Trustee  by the Company.     (b) the Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust  Administrator.     Any such notice, demand or other document shall be in the English language.     Section 16.04. Notices to Securityholders; Waiver. Any notice required or permitted to be  given to Securityholders shall be sufficiently given (unless otherwise herein expressly provided),     (a) if to Holders, if given in writing by first class mail, postage prepaid, to such Holders  at their addresses as the same shall appear on the Register of the Company.     





 






 67 (b) In the event of suspension of regular mail service or by reason of any other cause it  shall be impracticable to give notice by mail, then such notification as shall be given with the  approval of the Trustee shall constitute sufficient notice for every purpose hereunder.     (c) 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 on such waiver. 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, and any  notice that is mailed in the manner herein provided shall be conclusively presumed to have been  duly given. In any case where notice to Holders is given by publication, any defect in any notice  so published as to any particular Holder shall not affect the sufficiency of such notice with  respect to other Holders, and any notice that is published in the manner herein provided shall be  conclusively presumed to have been duly given.     Section 16.05. Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in any  case where any Interest Payment Date, Redemption Date or Maturity of any Security of any  series shall not be a Business Day at any Place of Payment for the Securities of that series, then  payment of principal and premium, if any, or interest 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 such Interest Payment Date, Redemption Date or  Maturity and no interest shall accrue on such payment for the period from and after such Interest  Payment Date, Redemption Date or Maturity, as the case may be, to such Business Day if such  payment is made or duly provided for on such Business Day.     Section 16.06. Effects 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 16.07. Successors and Assigns. All covenants and agreements in this Indenture  by the parties hereto shall bind their respective successors and assigns and inure to the benefit of  their permitted successors and assigns, whether so expressed or not.     Section 16.08. Severability Clause. In case any provision in this Indenture or in the  Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the  remaining provisions shall not in any way be affected or impaired thereby.     Section 16.09. Benefits of Indenture. Nothing in this Indenture expressed and nothing  that may be implied from any of the provisions hereof is intended, or shall be construed, to  confer upon, or to give to, any Person or corporation other than the parties hereto and their  successors and the Holders of the Securities any benefit or any right, remedy or claim under or  by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof,  and all covenants, conditions, stipulations, promises and agreements in this Indenture contained  





 






 68 shall be for the sole and exclusive benefit of the parties hereto and their successors and of the  Holders of the Securities.     Section 16.10. Counterparts Originals. This Indenture 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 16.11. Governing Law; Waiver of Trial by Jury. This Indenture and the Securities  shall be deemed to be contracts made under the law of the State of Florida and for all purposes  shall be governed by and construed in accordance with the law of said State.     EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY  ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED  BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT  OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN  CONNECTION WITH THIS INDENTURE.     [Signature page follows.]    





 






 69 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as  of the date first written above.        APYX MEDICAL CORPORATION   as Issuer      By: _______________________________   Name:   Title:   __________________________________,   as Trustee      By: _______________________________   Name:   Title:    





 






 70   CROSS-REFERENCE TABLE (1)    Section of Trust Indenture Act of 1939, as Amended Section of Indenture      310(a) 11.04(a)  310(b) 11.04(b)  310(c) Inapplicable  311(a) 11.01(f)  311(b) 11.01(f)  311(c) Inapplicable  312(a) 10.03(a)   10.03(b)  312(b) 11.10  312(c) 11.10  313(a) 10.01(a)  313(b) 10.01(a)  313(c) 10.01(a)  313(d) 10.01(b)  314(a) 6.05   10.02  314(b) Inapplicable  314(c) 16.01(a)   16.01(d)  314(d) Inapplicable  314(e) 16.01(b)  314(f) Inapplicable  315(a) 11.02(b)  315(b) 11.03  315(c) 11.02(a)  315(d) 11.02(b)(i)   11.02(b)(ii)  315(e) 7.08  316(a) 7.06  316(b) 7.07  316(c) 8.02(e)  317(a) 7.03  317(b) 6.03  318(a) 16.02    (1) This Cross-Reference Table does not constitute part of the Indenture and shall not have any  bearing on the interpretation of any of its terms or provisions.