Exhibit 4.1


 


HSBC USA INC.

Issuer


 


TO


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS

Trustee


 


INDENTURE


 


Dated as of March 31, 2006


 


SENIOR DEBT SECURITIES


 

















 


Reconciliation and tie between
Trust Indenture Act of 1939

and Indenture, dated as of March 31, 2006


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  ss.310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not
  Applicable

  
	
  (a)(4)

  	
   

  	
  Not
  Applicable

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608

  
	
   

  	
   

  	
  610

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  ss.311 (a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  ss.312(a)

  	
   

  	
  701

  
	
   

  	
   

  	
  702(a)

  
	
  (b)

  	
   

  	
  702(b)

  
	
  (c)

  	
   

  	
  702(c)

  
	
  ss.313 (a)

  	
   

  	
  703

  
	
  (b)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  ss.314(a)

  	
   

  	
  704

  
	
  (b)

  	
   

  	
  Not
  Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not
  Applicable

  
	
  (d)

  	
   

  	
  Not
  Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  ss.315(a)

  	
   

  	
  601(a)

  
	
   

  	
   

  	
  601(c)

  
	
  (b)

  	
   

  	
  602

  
	
   

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  601(b)

  
	
  (d)

  	
   

  	
  601(c)

  
	
  (d)(1)

  	
   

  	
  601(a)

  
	
  (d)(2)

  	
   

  	
  601(c)(2)

  
	
  (d)(3)

  	
   

  	
  601(c)(3)

  
	
  (e)

  	
   

  	
  514

  
	
  ss.316(a)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502

  
	
   

  	
   

  	
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  Not
  Applicable

  
	
  (b)

  	
   

  	
  508

  



 

















 


	
  (c)

  	
   

  	
  512

  
	
  ss.317 (a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1204

  
	
  ss.318(a)

  	
   

  	
  106

  



 






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


 


ii

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS

  
	
   

  
	
  OF GENERAL
  APPLICATION

  
	
   

  
	
  Section 101

  	
  Definitions

  	
  1

  
	
  Section 102

  	
  Compliance Certificates and Opinions

  	
  8

  
	
  Section 103

  	
  Form of Documents Delivered to Trustee

  	
  8

  
	
  Section 104

  	
  Notices, etc. to Trustee and Company

  	
  9

  
	
  Section 105

  	
  Notice to Holders; Waiver

  	
  9

  
	
  Section 106

  	
  Conflict with Trust Indenture Act

  	
  10

  
	
  Section 107

  	
  Effect of Headings and Table of Contents

  	
  10

  
	
  Section 108

  	
  Successors and Assigns

  	
  10

  
	
  Section 109

  	
  Separability Clause

  	
  10

  
	
  Section 110

  	
  Benefits of Indenture

  	
  10

  
	
  Section 111

  	
  Governing Law

  	
  10

  
	
  Section 112

  	
  Legal Holidays

  	
  10

  
	
  Section 113

  	
  No Security Interest Created

  	
  11

  
	
  Section 114

  	
  Limitation of Individual Liability

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  DEBT
  SECURITY FORMS

  
	
   

  
	
  Section 201

  	
  Forms Generally

  	
  11

  
	
  Section 202

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  12

  
	
  Section 203

  	
  Form of Trustee’s Certificate of Authentication
  by an Authenticating Agent

  	
  12

  
	
  Section 204

  	
  Securities Issuable in Global Form

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  THE DEBT
  SECURITIES

  
	
   

  
	
  Section 301

  	
  Amount Unlimited; Issuable in Series

  	
  13

  
	
  Section 302

  	
  Denominations

  	
  17

  
	
  Section 303

  	
  Execution, Authentication, Delivery and
  Dating

  	
  17

  
	
  Section 304

  	
  Temporary Debt Securities

  	
  19

  
	
  Section 305

  	
  Registration, Transfer and Exchange

  	
  20

  
	
  Section 306

  	
  Mutilated, Destroyed, Lost and Stolen Debt
  Securities

  	
  22

  
	
  Section 307

  	
  Payment of Interest; Interest Rights
  Preserved

  	
  23

  



 


iii

















 


	
  Section 308

  	
  Cancellation

  	
  24

  
	
  Section 309

  	
  Computation of Interest

  	
  25

  
	
  Section 310

  	
  CUSIP Numbers

  	
  25

  
	
  Section 311

  	
  Persons Deemed Owners

  	
  25

  
	
  Section 312

  	
  Currency of Payments in Respect of
  Securities

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  
	
  Section 401

  	
  Satisfaction and Discharge of Indenture

  	
  26

  
	
  Section 402

  	
  Application of Trust Money

  	
  27

  
	
  Section 403

  	
  Indemnity

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  REMEDIES

  
	
   

  
	
  Section 501

  	
  Events of Default

  	
  28

  
	
  Section 502

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  29

  
	
  Section 503

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  31

  
	
  Section 504

  	
  Trustee May File Proofs of Claim

  	
  31

  
	
  Section 505

  	
  Trustee May Enforce Claims Without
  Possession of Debt Securities

  	
  32

  
	
  Section 506

  	
  Application of Money Collected

  	
  32

  
	
  Section 507

  	
  Limitation on Suits

  	
  33

  
	
  Section 508

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  33

  
	
  Section 509

  	
  Restoration of Rights and Remedies

  	
  34

  
	
  Section 510

  	
  Right and Remedies Cumulative

  	
  34

  
	
  Section 511

  	
  Delay or Omission Not Waiver

  	
  34

  
	
  Section 512

  	
  Control by Holders

  	
  34

  
	
  Section 513

  	
  Waiver of Past Defaults

  	
  35

  
	
  Section 514

  	
  Undertaking for Costs

  	
  35

  
	
  Section 515

  	
  Waiver of Stay or Extension Laws

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  THE TRUSTEE

  
	
   

  
	
  Section 601

  	
  Certain Duties and Responsibilities

  	
  36

  
	
  Section 602

  	
  Notice of Defaults

  	
  37

  
	
  Section 603

  	
  Certain Rights of Trustee

  	
  37

  
	
  Section 604

  	
  Not Responsible for Recitals or Issuance of
  Debt Securities

  	
  38

  
	
  Section 605

  	
  May Hold Debt Securities

  	
  38

  
	
  Section 606

  	
  Money Held in Trust

  	
  39

  



 


iv

















 


	
  Section 607

  	
  Compensation and Reimbursement

  	
  39

  
	
  Section 608

  	
  Disqualification, Conflicting Interests

  	
  40

  
	
  Section 609

  	
  Corporate Trustee Required, Eligibility

  	
  40

  
	
  Section 610

  	
  Resignation and Removal, Appointment of
  Successor

  	
  40

  
	
  Section 611

  	
  Acceptance of Appointment by Successor

  	
  42

  
	
  Section 612

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  43

  
	
  Section 613

  	
  Preferential Collection of Claims Against
  Company

  	
  43

  
	
  Section 614

  	
  Appointment of Authenticating Agent

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  
	
  Section 701

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
  45

  
	
  Section 702

  	
  Preservation of Information; Communication
  to Holders

  	
  45

  
	
  Section 703

  	
  Reports by Trustee

  	
  46

  
	
  Section 704

  	
  Reports by Company

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  CONCERNING
  THE HOLDERS

  
	
   

  
	
  Section 801

  	
  Acts of Holders

  	
  47

  
	
  Section 802

  	
  Proof of Ownership; Proof of Execution of
  Instruments by Holders

  	
  48

  
	
  Section 803

  	
  Revocation of Consents; Future Holders
  Bound

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  HOLDERS’
  MEETINGS

  
	
   

  
	
  Section 901

  	
  Purposes of Meetings

  	
  49

  
	
  Section 902

  	
  Call of Meetings by Trustee

  	
  49

  
	
  Section 903

  	
  Call of Meetings by Company or Holders

  	
  50

  
	
  Section 904

  	
  Qualifications for Voting

  	
  50

  
	
  Section 905

  	
  Regulations

  	
  50

  
	
  Section 906

  	
  Voting

  	
  51

  
	
  Section 907

  	
  No Delay of Rights by Meeting

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  
	
  Section 1001

  	
  Company May Consolidate, etc., Only on
  Certain Terms

  	
  51

  
	
  Section 1002

  	
  Successor Corporation Substituted

  	
  52

  
	
  Section 1003

  	
  Opinion of Counsel

  	
  52

  



 


v

















 


	
  ARTICLE XI

  
	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  
	
  Section 1101

  	
  Supplemental Indentures Without Consent of
  Holders

  	
  53

  
	
  Section 1102

  	
  Supplemental Indentures With Consent of
  Holders

  	
  54

  
	
  Section 1103

  	
  Execution of Supplemental Indentures

  	
  55

  
	
  Section 1104

  	
  Effect of Supplemental Indentures

  	
  55

  
	
  Section 1105

  	
  Conformity with Trust Indenture Act

  	
  55

  
	
  Section 1106

  	
  Reference in Debt Securities to
  Supplemental Indentures

  	
  55

  
	
  Section 1107

  	
  Notice of Supplemental Indenture

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  COVENANTS

  
	
   

  
	
  Section 1201

  	
  Payment of Principal, Premium and Interest

  	
  56

  
	
  Section 1202

  	
  Maintenance of Office or Agency

  	
  56

  
	
  Section 1203

  	
  Money for Debt Securities; Payments To Be
  Held in Trust

  	
  56

  
	
  Section 1204

  	
  Officers’ Certificate as to Default

  	
  58

  
	
  Section 1205

  	
  Waiver of Certain Covenants

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  
	
  REDEMPTION
  OF DEBT SECURITIES

  
	
   

  
	
  Section 1301

  	
  Applicability of Article

  	
  58

  
	
  Section 1302

  	
  Election to Redeem; Notice to Trustee

  	
  58

  
	
  Section 1303

  	
  Selection by Trustee of Debt Securities To
  Be Redeemed

  	
  59

  
	
  Section 1304

  	
  Notice of Redemption

  	
  59

  
	
  Section 1305

  	
  Deposit of Redemption Price

  	
  60

  
	
  Section 1306

  	
  Debt Securities Payable on Redemption Date

  	
  60

  
	
  Section 1307

  	
  Debt Securities Redeemed in Part

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
   

  
	
  DEFEASANCE

  
	
   

  
	
  Section 1401

  	
  Applicability of Article

  	
  61

  
	
  Section 1402

  	
  Defeasance Upon Deposit of Moneys or U.S.
  Government Obligations

  	
  61

  
	
  Section 1403

  	
  Deposited Moneys and U.S. Government
  Obligations to be Held in Trust

  	
  63

  
	
  Section 1404

  	
  Repayment to Company

  	
  63

  
	
  Section 1405

  	
  Deposits of Non-U.S. Currencies or Other
  Property

  	
  64

  



 


vi

















 


INDENTURE dated as of March 31, 2006,
between HSBC USA INC., a Maryland corporation (hereinafter called the “Company”),
having its principal office at 452 Fifth Avenue, New York, New York 10018 and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
Trustee hereunder (hereinafter called the “Trustee”), having its
Corporate Trust Office at 60 Wall Street, 27th Floor, New York, New York 10005.


 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue from
time to time for its lawful purposes senior debt securities (the “Debt
Securities”) evidencing its indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Debt Securities, unlimited as to aggregate principal amount, to
bear interest at the rates or formulas, to mature at such times and to have
such other provisions as shall be fixed therefor and hereinafter provided.


 


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are deemed to be
incorporated into this Indenture and shall, to the extent applicable be governed
by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


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


 


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


 


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


 

















 


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


 


(4)                                  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.


 


Certain terms, used principally in Article III
or Article VI, are defined in those respective Articles.


 


“Act” when used with respect to any
Holder has the meaning specified in Section 801.


 


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


 


“Authenticating Agent” has the meaning
specified in Section 614.


 


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


 


“Business Day” when used with respect
to any Place of Payment specified pursuant to Section 301 means any
day that is not a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies in such Place of Payment are authorized
or obligated by law to close, except as otherwise specified pursuant to Section 301.


 


“Code” means the Internal Revenue Code
of 1986 as in effect on the date hereof.


 


“Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, or if at any time after the execution of this
instrument such Commission is not existing and


 


2

















 


performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties on such date.


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of
the Company by the Chairman, a Vice Chairman, the President or a Vice President
(any reference to a Vice President of the Company herein shall be deemed to
include any Vice President of the Company whether or not designated by a number
or word or words added before or after the title “Vice President”), and
by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.


 


“Corporate Trust Office” means the
principal corporate trust office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
execution of this instrument is located at 60 Wall Street, New York, New York
10005.


 


The term “corporation” includes
corporations, associations, companies and business trusts.


 


“Currency” means Dollars or Foreign
Currency.


 


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


 


“Default” has the meaning specified in
Section 503.


 


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


 


“Depositary” means, with respect to
the Debt 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 301 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 Debt Securities of any such series shall
mean the Depositary with respect to the Debt Securities of that series.


 


“Discharged” has the meaning specified
in Section 1402.


 


“Discount Security” means any Debt
Security that is issued with original issue discount” within the meaning of Section 1273(a) of
the Code and the regulations 


 


3

















 


thereunder and any other Debt Security designated by the Company as
issued with original issue discount for United States federal income tax
purposes.


 


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


 


“Event of Default” has the meaning
specified in Section 501.


 


“Floating Rate Security” means a Debt
Security that provides for the payment of interest at a variable rate
determined periodically by reference to an interest determination method
specified pursuant to Section 301.


 


“Foreign Currency” means 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.


 


“Global Security” means a Registered
Security evidencing all or part of a series of Debt Securities issued
to the Depositary for such series in accordance with Section 303
and bearing the legend prescribed in Section 303(c).


 


“Holder” means, with respect to a
Registered Security, the Registered Holder.


 


“Indenture” means this instrument as
originally executed, or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and, unless the context otherwise requires,
shall include the terms of a particular series of Debt Securities as
established pursuant to Section 301.


 


“Indexed Security” means a Debt
Security the terms of which provide that the principal amount thereof
payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.


 


The term “interest” when used with
respect to a Discount Security which by its terms bears interest only after
Maturity means interest payable after Maturity.


 


“Interest Payment Date” with respect
to any Debt Security means the Stated Maturity of an installment of interest on
such Debt Security.


 


“Maturity” when used with respect to
any Debt Security means the date on which the principal of such Debt Security
becomes due and payable as therein or herein provided, whether at the Stated
Maturity with respect to such principal or by declaration of acceleration, call
for redemption, repayment at the option of the Holder thereof or otherwise.


 


“Officers’ Certificate” means a
certificate signed by the Chairman, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, 


 


4

















 


the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel to the Company and who shall be
satisfactory to the Trustee, that is delivered to the Trustee.


 


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


 


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


 


(ii)                 Debt Securities
or portions thereof for whose payment or redemption money, securities,
commodities, other property, or a combination thereof as specified pursuant to Section 301
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 Debt Securities or from its obligations with respect to which
the Company shall have been Discharged; provided, however, that
if such Debt 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


 


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


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
Debt Securities Outstanding have performed any Act hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such Act, only Debt Securities that the
Trustee knows to be so owned shall be so disregarded. Debt 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 with respect to such Debt Securities and that the pledgee is not the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have performed any
Act hereunder, (i) the principal amount of a Discount Security that shall
be deemed to be 


 


5

















 


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 502
and (ii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed to
be Outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Indexed Security pursuant to Section 301.


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Debt Securities on behalf of the Company.


 


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


 


“Place of Payment” when used with
respect to the Debt Securities of any series means the place or places
where the principal of (and premium, if any) and interest on the Debt
Securities of that series are payable as specified pursuant to Section 301.


 


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


 


“Redemption Date” means the date fixed
for redemption of any Debt Security pursuant to this Indenture which, in the
case of a Floating Rate Security, unless otherwise specified pursuant to Section 301,
shall be an Interest Payment Date only. “Redemption Price” means, in the
case of a Discount Security, the amount of the principal thereof that would be
due and payable as of the Redemption Date upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502 and, in the case of
any other Debt Security, the principal amount thereof, plus, in each case,
premium, if any, and accrued and unpaid interest, if any, to the Redemption
Date.


 


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


 


“Registered Security” means any Debt
Security registered as to principal, premium, if any, and interest in the
Security Register.


 


“Regular Record Date” for the interest
payable on the Registered Securities of any series on any Interest Payment
Date means the date specified for that purpose pursuant to Section 301
for such Interest Payment Date.


 


6

















 


“Repayment Date” means, when used with
respect to any Debt Security to be repaid at the option of the Holder, the date
fixed for such repayment by or pursuant to this Indenture.


 


“Responsible Officer” when used with
respect to the Trustee means any officer within the Corporate Trust and Agency
Group (or any successor group of the Trustee), including any vice president,
assistant vice president, assistant secretary, or other trust officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred at the Trustee’s
Corporate Trust Office because of his knowledge of and familiarity with the
particular subject.


 


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


 


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


 


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


 


“Subsidiary” means a corporation,
limited liability company, partnership or other entity, at least a majority of
the outstanding voting stock, membership interests or partnership interests, as
the case may be, of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries of the Company. For the purposes of this
definition, “voting stock” means stock having voting power for the election of
directors, whether at all times or only for so long as no senior class of
stock has such voting power by reason of any contingency.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939 as in force at the date as of which this
instrument was executed, except as provided in Section 1105.


 


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


 


“U.S. Government Obligations” has the
meaning specified in Section 1402.


 


“United States” means the United
States of America (including the States and the District of Columbia), its
territories and its possessions.


 


7

















 


Section 102.    Compliance
Certificates and Opinions.    Upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.


 


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


 


Section 104.    Notices,
etc. to Trustee and Company.    Any Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


(1)                                  the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, 60 Wall
Street, 27th Floor, New York, New York 10005 ((fax) 732-578-4635); or


 


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


 


Any such Act or other document shall be in
the English language.


 


Section 105.    Notice
to Holders; Waiver.    Where this Indenture provides for
notice to Holders of any event by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) to
Registered Holders, if in writing and mailed, first class postage prepaid,
to such Registered Holders as their names and addresses appear in the Security
Register, within the time prescribed that, in any case, any notice to Holders
of Floating Rate Securities regarding the determination of a periodic rate of
interest, if such notice is required pursuant to Section 301, shall
be sufficiently given if given in the manner specified pursuant to Section 301.


 


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.


 


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 Registered 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 Registered Holders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Registered
Holder shall affect the sufficiency of such notice with respect to other
Registered Holders, and any 


 


9

















 


notice that is mailed in the manner herein provided shall be
conclusively deemed to have been received by such Registered Holder, whether or
not such Registered Holder actually receives such notice.


 


Section 106.    Conflict
with Trust Indenture Act.    If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or another provision (an “incorporated version”) included in
this Indenture by operation of, Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision shall control.


 


Section 107.    Effect
of Headings and Table of Contents.    The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 108.    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 109.    Separability Clause.    In case any provision in this
Indenture or in the Debt 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 110.    Benefits of
Indenture.    Nothing in
this Indenture or in the Debt Securities, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their respective successors hereunder, the
Holders and the holders of Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 111.    Governing Law.    HIS INDENTURE AND THE DEBT
SECURITIES SHALL BE DEEMED TO BE CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF SAID STATE.


 


Section 112.    Legal Holidays.    Unless otherwise specified
pursuant to Section 301, in any case where any Interest Payment
Date, Redemption Date or Maturity of any Debt Security of any series shall
not be a Business Day at any Place of Payment for the Debt Securities of that
series, then (notwithstanding any other provision of this Indenture or of the
Debt Securities) 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.


 


10

















 


Section 113.    No Security Interest Created.
    Nothing in this Indenture
or in the Debt Securities, express or implied, shall be construed to constitute
a security interest in favor of the Registered Holders under the Uniform Commercial
Code or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be
located.


 


Section 114.    Limitation of Individual
Liability.    No recourse
under or upon any obligation, covenant or agreement contained in this Indenture
or in any Debt Security because of any indebtedness evidenced thereby, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, stockholders, officers or directors, as such, of the
Company or any successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any Debt
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any Debt
Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debt Security.


 


ARTICLE II



DEBT SECURITY FORMS


 


Section 201.    Forms Generally.    The Debt Securities of each series shall
be substantially in one of the forms established in or pursuant to a Board
Resolution and set forth in an Officers’ Certificate, or 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 or any
indenture supplemental hereto, 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 Debt 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 Debt Securities as conclusively
evidenced by their execution of such Debt Securities. If the form of a series of
Debt Securities is established in or pursuant to a Board Resolution, a copy of
such 


 


11

















 


Board Resolution shall be delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the form of such
series.


 


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


 


Section 202.    Form of Trustee’s
Certificate of Authentication.    The
form of the Trustee’s certificate of authentication to be borne by the
Debt Securities shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Debt Securities of the series designated
therein issued under the within-mentioned Indenture.


 


	
   

  	
  DEUTSCHE
  BANK TRUST 

  COMPANY AMERICAS, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 203.    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 Debt Securities,
then the Trustee’s Certificate of Authentication by such Authenticating Agent
to be borne by Debt Securities of each such series shall be substantially
as follows:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Debt Securities of the series designated
therein issued under the within-mentioned Indenture.


 


	
   

  	
  DEUTSCHE
  BANK TRUST 

  COMPANY AMERICAS, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 204.    Securities
Issuable in Global Form.    If Debt Securities of or
within a series are issuable in global form, as specified as contemplated
by Section 301, 


 


12

















 


then, notwithstanding clause (7) of Section 301
and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Debt Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or Section 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Debt Security in global form shall
be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.


 


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


 


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


 


Notwithstanding the provisions of Section 308
and except as provided in the preceding paragraph, the Company, the Trustee and
any agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form.


 


ARTICLE III



THE DEBT SECURITIES


 


Section 301.    Amount Unlimited; Issuable in
Series.    The aggregate
principal amount of Debt Securities that may be authenticated and
delivered under this Indenture is unlimited.


 


13

















 


The Debt Securities may be issued in one
or more series. There shall be established in or pursuant to one or more Board
Resolutions, and, subject to Section 303, set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Debt Securities of any series any or all of the
following, as applicable:


 


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


 


(2)                                  the limit, if any,
upon the aggregate principal amount of the Debt Securities of the series that
may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Debt Securities of such series pursuant to Section 304,
305, 306, 1106 or 1308);


 


(3)                                  the dates on which or
periods during which the Debt 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 Debt Securities of such series are or may be
payable;


 


(4)                                  the rate or rates or
the method of determination thereof at which the Debt Securities of the series shall
bear interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable, and, in the
case of Registered Securities, the Regular Record Dates for the interest
payable on such Interest Payment Dates or the method by which such date or
dates will be determined;


 


(5)                                  the places, if any,
in addition to or instead of the Corporate Trust Office of the Trustee, where (i) the
principal of and premium, if any, and any interest on the Debt Securities of
the series will be payable, (ii) Debt Securities of the series may be
surrendered for registration of transfer, (iii) Debt Securities of the series may be
surrendered for exchange and (iv) notices to or upon the Company in
respect of the Debt Securities of the series and this Indenture may be
served;


 


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


 


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


 


(8)                                  if other than the
Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(9)                                  if other than the
principal amount, the portion of the principal amount (or the method by which
such portion will be determined) of Debt 


 


14

















 


Securities of the series that will be
payable upon declaration of acceleration of the Maturity thereof;


 


(10)                            if other than Dollars, the
Currency in which Debt Securities of the series shall be denominated or in
which payment of the principal and premium, if any, or any interest on the Debt
Securities of the series shall be payable and any other terms concerning
such payment;


 


(11)                            any index, formula or other
method (including a method based on changes in the prices or performance of
particular securities, currencies, intangibles, goods, articles or commodities,
or any other financial, economic or other measure or instrument, including the
occurrence or non-occurrence of any event or circumstance) or a combination
thereof, used to determine the amount of payments of principal, premium, if
any, and any interest on the Debt Securities of the series and the manner
in which those amounts will be determined;


 


(12)                            if the principal of,
premium, if any, or any interest on Debt Securities of the series is to be
payable in other than or in combination with Currency, the securities,
commodities, other property or combination thereof in which such principal,
premium, if any, or any interest is so payable, and the terms and conditions
(including the manner of determining the value of any such securities,
commodities, other property or any combination thereof) upon which such payment
is to be made;


 


(13)                            if the principal of,
premium, if any, or any interest, if any, on Debt Securities of the series are
to be payable, at the election of the Company or a Holder of Debt Securities,
in a Currency other than that in which the Debt Securities are denominated or
stated to be payable, 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 Debt
Securities are denominated or payable without such election and the Currency in
which the Debt Securities are to be paid if such election is made;


 


(14)                            if the principal of, premium,
if any, or any interest on the Debt Securities are to be payable, at the
election of the Company or a Holder, in Currency, securities, commodities,
other property or a combination thereof (or the cash value thereof), the terms
and conditions upon which such election may be made;


 


(15)                            if, at the election of the
Company or a Holder, the Debt Securities are to be convertible into, or
redeemable or exchangeable for, Currency, securities, commodities, other
property or a combination thereof (or the cash value thereof), the terms and
conditions upon which such election may be made and the time and the
manner of determining such conversion, redemption or exchange;


 


15

















 


(16)                            any provisions relating to
the extension of, maturity of, or the renewal of, Debt Securities of the
series;


 


(17)                            whether provisions relating
to defeasance and covenant defeasance will be applicable to such series of
Debt Securities of the series;


 


(18)                            any provisions granting
special rights to Holders of Debt Securities of the series upon the
occurrence of specified events;


 


(19)                            any modifications,
deletions or additions to the Defaults or covenants of the Corporation with
respect to the Debt Securities of the series;


 


(20)                            whether any Debt Securities
of the series are to be issued in whole or in part in the form of
one or more Global Securities and, if so, (ii) the Depositary for such
Global Securities and (ii) the terms and conditions, if any, upon which
interests in such Global Securities may be exchanged in whole or in part for
the individual Debt Securities represented thereby;


 


(21)                            the date as of which any
temporary global Debt Security will be dated if other than the original
issuance date of the first Debt Security of that series to be issued;


 


(22)                            the Person to whom any
interest on any Registered Debt Securities of the series will be payable,
if other than the Registered Holder, and the extent to which and manner that
any interest payable on a temporary global Debt Security will be paid if other
than as specified in this Indenture;


 


(23)                            the form and/or terms
of certificates, documents or conditions, if any, for Debt Securities of the series to
be issuable in definitive form (whether upon original issue or upon
exchange of a temporary Debt Security of such Series); and


 


(24)                            any other terms,
conditions, rights and preferences (or limitations on such rights and
preferences) relating to the series (which terms shall not be inconsistent
with the requirements of the Trust Indenture Act or with the provisions of this
Indenture).


 


All Debt Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to such Board Resolution and set forth in such
Officers’ Certificate or in any such indenture supplemental hereto. All Debt
Securities of any one series need not be issued at the same time and,
unless otherwise provided, additional Debt Securities of such series may be
issued, with identical terms to those previously issued except for the date of
issuance thereof.


 


If any of the terms of a series of Debt
Securities are established in or pursuant to one or more Board Resolutions, a
copy of such Board Resolution shall be 


 


16

















 


delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


Section 302.    Denominations.    In the absence of any
specification pursuant to Section 301 with respect to Debt
Securities of any series, the Debt Securities of such series shall be
issuable only as Registered Securities in denominations of $1,000 and any
integral multiple thereof and shall be payable only in Dollars.


 


Section 303.    Execution, Authentication,
Delivery and Dating.    (a) The
Debt Securities of any series shall be executed on behalf of the Company
by its Chairman, a Vice Chairman, its President or one of its Vice Presidents,
under its corporate seal reproduced thereon and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers may be
manual or facsimile.


 


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


 


(b)                                 At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver
Debt 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 Debt Securities. The Trustee shall thereupon, in accordance
with the Company Order, authenticate and deliver such Debt Securities. The
Trustee shall be entitled to receive, prior to the authentication and delivery
of the first Debt Securities of such series, the supplemental indenture or the
Board Resolution by or pursuant to which the form and terms of such Debt
Securities have been approved, an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the issuance of
the Debt Securities have been complied with and as to the absence of any event
that is, or after notice or lapse of time or both would become, an Event of
Default and an Opinion of Counsel stating that:


 


(1)                                  all instruments
furnished by the Company to the Trustee in connection with the authentication
and delivery of such Debt Securities conform to the requirements of this
Indenture and constitute sufficient authority hereunder for the Trustee to
authenticate and deliver such Debt Securities;


 


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


 


(3)                                  in the event that the
forms or terms of such Debt Securities have been established in a supplemental
indenture, the execution and delivery of such supplemental indenture has been
duly authorized by all necessary corporate action of the Company, such
supplemental indenture has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, is a valid
and binding obligation enforceable against the 


 


17

















 


Company in accordance with its terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law) and subject to such other exceptions as counsel shall request and as
to which the Trustee shall not reasonably object;


 


(4)                                  the execution and
delivery of such Debt Securities have been duly authorized by all necessary
corporate action of the Company and such Debt Securities have been duly
executed by the Company, and, assuming due authentication by the Trustee and
delivery by the Company, are valid and binding obligations enforceable against
the Company in accordance with their terms, entitled to the benefit of the
Indenture, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and subject to such other exceptions as counsel
shall request and as to which the Trustee shall not reasonably object; and


 


(5)                                  the amount of Debt
Securities Outstanding of such series, together with the amount of such Debt
Securities, does not exceed any limit established under the terms of this
Indenture on the amount of Debt Securities of such series that may be
authenticated and delivered.


 


If all of the Debt Securities of a series are
not to be originally issued at the same time, then the Opinion of Counsel,
Officers’ Certificate or other documents required to be delivered pursuant to
this Section 303(b) need be delivered only once, prior to the
authentication and delivery of the first Debt Security of such series; provided,
however, that any subsequent request by the Company to the Trustee to
authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that, as of the date of
such request, the statements made in the Officers’ Certificate delivered
pursuant to this Section 303(b) shall be true and correct as
if made on such date.


 


(c)                                  If the Company shall
establish pursuant to Section 301 that the Debt 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, upon receipt
by the Trustee of the Company Order authorizing such authentication,
authenticate and deliver one or more Global Securities that (i) shall
represent an aggregate amount equal to the aggregate principal amount of the
Outstanding Debt Securities of such series to be represented by one or
more 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 Debt 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 


 


18

















 


or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”


 


(d)                                 Each Depositary
designated pursuant to Section 301 for a Global Security in
registered form must, at the time of its designation and at all times
while it serves as such Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute
or regulation.


 


(e)                                  The Trustee shall not
be required to authenticate any Debt Securities if the issuance of such Debt
Securities pursuant to this Indenture will adversely affect the Trustee’s own
rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(f)                                    Each Debt Security
shall be dated the date of its authentication, except as otherwise provided
pursuant to Section 301 with respect to the Debt Securities of any
series.


 


(g)                                 No Debt Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Debt 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 signature of
one of its authorized officers, and such certificate upon any Debt Security
shall be conclusive evidence, and the only evidence, that such Debt Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.


 


Section 304.                                Temporary
Debt Securities. Pending the preparation of definitive Debt Securities of
any series, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Debt Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Debt
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 Debt Securities may determine, as conclusively
evidenced by their execution of such Debt Securities. Any such temporary Debt
Security may be in global form, representing all or a portion of the
Outstanding Debt Securities of such series. Every such temporary Debt Security
shall be executed by the Company and shall be authenticated and delivered by
the Trustee or the Authenticating Agent, as the case may be, upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Debt Security or Securities in lieu of which it is issued.


 


If temporary Debt Securities of any series are
issued, the Company will cause definitive Debt Securities of such series to
be prepared without unreasonable delay. After the preparation of definitive
Debt Securities of such series, the temporary Debt Securities of such series shall
be exchangeable for definitive Debt Securities of such series upon
surrender of the temporary Debt Securities of such series at the office or
agency of the Company in a Place of Payment for such series, without charge to
the Holder, except as provided in Section 305 in connection with a
transfer, and upon


 


19

















 


surrender for cancellation of any one or more temporary Debt Securities
of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Debt
Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, temporary Debt Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series.


 


Upon any exchange of a portion of a temporary
Global Security for a definitive Global Security or for the individual Debt
Securities represented thereby pursuant to this Section 304 or Section 305,
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 305.                                Registration,
Transfer and Exchange. (a) The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of
Registered 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 “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers and
exchanges of Registered Securities and the address at which notice and demand
to or upon the Company in respect of this Indenture and the Debt Securities may be
served by the Holders of Debt Securities. HSBC Bank USA, National Association
is hereby appointed “Security Registrar” for the purpose of registering
Registered Securities and registering transfers and exchanges of Registered
Securities as herein provided; provided, however, that the
Company may appoint co-Security Registrars. Such Security Register shall
be in written form or in any other form capable of being converted into
written form within a reasonable period of time. At all reasonable times
the Security Register shall be open for inspection by the Company or the
Trustee.


 


Upon surrender for registration of transfer
of any Registered Security of any series at the office or agency of the
Company maintained for such purpose, 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 Registered Securities of the same series of
any authorized denomination or denominations of like tenor and aggregate
principal amount, bearing a number not contemporaneously Outstanding and
containing identical terms and provisions.


 


Notwithstanding any other provision of this
Section, unless and until it is exchanged in whole or in part for the
individual Debt Securities represented thereby, a Global Security representing
all or a portion of the Debt 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.


 


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At the option of the Holder, Registered
Securities of any series (other than a Global Security, except as set
forth below) may be exchanged for other Registered Securities of the same series of
any authorized denomination or denominations of like tenor and aggregate
principal amount containing identical terms and conditions, upon surrender of
the Registered Securities to be exchanged at the office or agency of the
Company maintained for such purpose.


 


Whenever any Debt Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Debt Securities that the Holder making the
exchange is entitled to receive.


 


(b)                                 If at any time the
Depositary for the Debt Securities of a series notifies the Company that
it is unwilling or unable to continue as Depositary for the Debt Securities of
such series or if at any time the Depositary for the Debt Securities of
such series shall no longer be eligible under Section 303(d),
the Company shall appoint a successor Depositary with respect to the Debt
Securities of such series. If a successor Depositary for the Debt Securities of
such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Debt Securities of such series, will
authenticate and deliver, individual Debt Securities of such series in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing Debt Securities of such series in exchange for
such Global Security or Securities.


 


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


 


If specified by the Company pursuant to Section 301
with respect to a series of Debt Securities, the Depositary for such series of
Debt Securities may surrender a Global Security for such series of
Debt Securities in exchange in whole or in part for individual Debt
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,


 


(i)                    to each Person
specified by such Depositary a new individual Debt 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


 


21

















 


(ii)                 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 Debt Securities delivered to Holders
thereof.


 


In any exchange provided for in any of the
preceding three paragraphs, the Company will execute and the Trustee will
authenticate and deliver individual Debt Securities in registered form in
authorized denominations.


 


Upon the exchange of a Global Security for
individual Debt Securities, such Global Security shall be canceled by the
Trustee. Individual Registered 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 Registered
Securities to the Persons in whose names such Registered Securities are so
registered.


 


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


 


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


 


No service charge will be made for any
transfer or exchange of Debt Securities except as provided in Section 304
or Section 306. The Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company’s own expense or without expense or without charge to the Holders.


 


The Company or the Trustee, as applicable,
shall not be required (i) to register, transfer or exchange Debt
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 Debt Securities of such series selected for redemption under Section 1303
and ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.


 


Section 306.                                Mutilated,
Destroyed, Lost and Stolen Debt Securities. If (i) any mutilated Debt
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 Debt Security, and there is delivered to the
Company and


 


22

















 


the Trustee such security or indemnity as may be required by them
to save each of them and any Paying Agent harmless, and neither the Company nor
the Trustee receives notice that such Debt Security has been acquired by a bona
fide purchaser, then the Company shall execute and upon Company Request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the
same series of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding.


 


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


 


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


 


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


 


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


 


Section 307.                                Payment
of Interest; Interest Rights Preserved. (a) Interest on any Registered
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 Registered
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest notwithstanding the
cancellation of such Registered Security upon any transfer or exchange
subsequent to the Regular Record Date. Payment of interest on Registered
Securities shall be made at the Corporate Trust Office (except as otherwise
specified pursuant to Section 301) 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 Security Register or, if provided pursuant to Section 301
and in accordance with arrangements satisfactory to the Trustee, at the option
of the Registered Holder, by wire transfer to an account designated by the
Registered Holder.


 


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


 


23

















 


(1)                                  The Company may elect
to make payment of any Defaulted Interest to the Persons in whose names such
Registered 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, 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 Registered Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holders of such Registered Securities at their addresses as
they appear in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names such Registered
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 (2).


 


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


 


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


 


Section 308.                                Cancellation.
Unless otherwise specified pursuant to Section 301 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder that the
Company may have acquired in any manner whatsoever, and all Debt
Securities so delivered shall be promptly canceled


 


24

















 


by the Trustee. No Debt Securities shall be authenticated in lieu of or
in exchange for any Debt Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Debt Securities
held by the Trustee shall be returned to the Company. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until such Debt
Securities are surrendered to the Trustee for cancellation.


 


Section 309.                                Computation
of Interest. Except as otherwise specified pursuant to Section 301
for Debt Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 310.                                CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP”
numbers, (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debt 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 Debt Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers.


 


Section 311.                                Persons
Deemed Owners. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 307)
interest, if any, on, such Registered Security and for all other purposes
whatsoever, whether or not such Registered 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 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
Debt Security.


 


None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a global Debt Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


Notwithstanding the foregoing, with respect
to any global Debt Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any
Depositary, as a Holder, with respect to such global Debt Security or impair,
as between such Depositary and owners of beneficial interests in such global
Debt Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominee) as Holder of such global Debt
Security.


 


Section 312.                                Currency
of Payments in Respect of Securities. (a) Except as otherwise
specified pursuant to Section 301 for Registered Securities of any
series,


 


25

















 


payment of the principal of and premium, if any, and interest on
Registered Securities of such series will be made in Dollars.


 


(b)                                 For purposes of any
provision of Indenture where the Holders of Outstanding Debt Securities may perform an
action that requires that a specified percentage of the Outstanding Debt
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 any interest on the Debt Securities of
all series in respect of which moneys or other property are to be
disbursed ratably, the principal of and premium, if any, and any interest on
the Outstanding Debt Securities denominated in a Foreign Currency will be the
amount in Dollars based upon exchange rates, determined as specified pursuant
to Section 301 for Debt 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 301
for the making of such decision or determination. All decisions and
determinations of such agent regarding exchange rates shall be in its sole
discretion and 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 Debt Securities.


 


ARTICLE IV


 


SATISFACTION AND
DISCHARGE


 


Section 401.                                Satisfaction
and Discharge of Indenture. This Indenture, with respect to the Debt
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 Debt Securities herein expressly provided for and rights to
receive payments of principal of (and premium, if any) and interest on such
Debt Securities) and the Trustee, upon receipt of a Company Order and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1)                                  either


 


(A)                              all Debt Securities of
such series theretofore authenticated and delivered (other than (i) Debt
Securities of such series that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 306 and (ii) Debt
Securities of such series for whose payment money, securities,
commodities, other property or a combination thereof, as specified pursuant to Section 301
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the


 


26

















 


Company or discharged from such trust, as
provided in Section 1204) have been delivered to the Trustee for
cancellation; or


 


(B)                                all Debt Securities of
such series not theretofore delivered to the Trustee for cancellation,


 


(i)                                     have become due
and payable, or


 


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


 


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


 


and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Debt Securities for principal (and
premium, if any) and interest to the date of such deposit (in the case of Debt
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 the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law, is filed with 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 Debt Securities shall not be deemed
terminated or discharged;


 


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


 


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


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 607, the obligations of the Company to any
Authenticating Agent under Section 614, and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section 401, the obligations of the Trustee under Section 402
and the last paragraph of Section 1203 shall survive.


 


Section 402.                                Application
of Trust Money. Subject to Section 607 and the provisions of
the last paragraph of Section 1203, all money, securities,
commodities,


 


27

















 


other property or combination thereof deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Debt Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, or of the principal (and premium, if any) and interest for
whose payment such money has been deposited with or received by the Trustee,
except that such money or other property need not be segregated from other
funds except to the extent required by applicable law.


 


Section 403.                                Indemnity.
The Company shall pay and indemnify the Trustee and the Holders of Debt
Securities of any series as to which the Company’s obligations under this
Indenture have terminated against any tax, fee or other charge resulting from
the deposit of cash or other property in accordance with Section 401
and termination of the Company’s obligations under this Indenture with respect
to the Debt Securities of such series.


 


ARTICLE V


 


REMEDIES


 


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


 


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


 


(2)                                  default in the
payment of the principal of (or premium, if any, on) any Debt Security of such series at
its Maturity; or


 


(3)                                  default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section 501 specifically dealt
with or which expressly has been included in this Indenture solely for the
benefit of Debt Securities of a series other than such series) or
established in or pursuant to the Board Resolution or supplemental indenture,
as the case may be, pursuant to which the Debt Securities of such series were
issued as contemplated by Section 301, and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of such series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


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(4)                                  the entry of a decree
or order for relief in respect of the Company by a court having jurisdiction in
the premises 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, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or


 


(5)                                  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, or the consent by it to the entry of an order
for relief in an involuntary case under any such law or to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of its
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


 


(6)                                  default under any
bond, debenture, note, mortgage, indenture, other instrument or other evidence
of Indebtedness for Money Borrowed in an aggregate principal amount exceeding $5,000,000
by the Company or the Bank or its successors (including a default with respect
to Debt Securities of another series) under the terms of the instrument or
instruments by or under which such indebtedness is evidenced, issued or
secured, which default results in the acceleration of such indebtedness, if
such acceleration is not rescinded or annulled, or such indebtedness is not
discharged, within 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of that series a written notice specifying such default and
requiring the Company to cause such acceleration to be rescinded or annulled or
cause such indebtedness to be discharged and stating that such notice is a “Notice
of Default” hereunder; or


 


(7)                                  any other Event of
Default provided with respect to Debt Securities of that series pursuant
to Section 301.


 


Section 502.                                Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect
to Debt Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of Outstanding Debt Securities of such series may declare
the principal amount (or, if any Debt Securities of such series are
Discount Securities or Indexed Securities, such portion of the principal amount
of such Discount Securities or Indexed Securities as may be specified in
the terms of such Discount Securities) of and all accrued but unpaid interest
on all the Debt Securities of such series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given


 


29

















 


by Holders), and upon any such declaration such principal amount (or
specified amount) and interest shall become immediately due and payable. Upon
payment of such amounts, all obligations of the Company in respect of the payment
of principal of and interest on the Debt Securities of such series shall
terminate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


For all purposes under this Indenture, if a
portion of the principal of any 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 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 Discount Securities.


 


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


 


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


 


(2)                                  default is made in
the payment of the principal of (or premium, if any, on) any Debt Security of
any series at the Maturity thereof, the Company will, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Debt
Securities of such series, the entire amount then due and payable on such Debt
Securities, for the principal (and premium, if any) and interest, if any, and
interest upon the overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate or rates prescribed therefor in such Debt
Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


If the Company fails to pay such amount
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment
or final decree, and may enforce the same against the Company or any other
obligor upon such Debt Securities of such series, and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Debt Securities of such series wherever
situated.


 


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


 


Section 504.                                Trustee
May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceedings, or any voluntary or involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, relative to
the Company or any other obligor upon the Debt Securities, of a particular series or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall
then be due and payable as therein expressed or by declaration of acceleration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the


 


31

















 


payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(i)                    to file and
prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Debt Securities of such series and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders of such Debt Securities allowed in such
judicial proceeding, and


 


(ii)                 to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same;


 


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


 


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


 


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


 


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


 


First,
to the payment of all amounts due the Trustee under Section 607;


 


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Second,
to the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the Debt Securities of such series, in respect
of which or for the benefit of which such money or other property has been
collected ratably, without preference or priority of any kind, according to the
amounts due and payable on such Debt Securities for principal (and premium, if
any) and interest, respectively; and


 


Third,
the balance, if any, to the Person or Persons entitled thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holders or of the Holders of Outstanding Debt Securities of any
other series, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders. For the protection and enforcement of the provisions of this Section 507,
each and every Holder of Debt Securities of any series and the Trustee for
such series shall be entitled to such relief as can be given at law or in
equity.


 


Section 508.                                Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding
any other provision of this Indenture, the Holder of any Debt Security shall
have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 307)
interest on the respective Stated Maturity or Maturities expressed in such Debt
Security (or, in the


 


33

















 


case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment and interest thereon, and such right shall
not be impaired without the consent of such Holder.


 


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


 


Section 510.                                Right
and Remedies Cumulative. Except as otherwise expressly provided elsewhere
in this Indenture, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


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


 


Section 512.                                Control
by Holders. The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series; provided
that:


 


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


 


(2)                                  subject to the
provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceeding so directed might result in personal liability or would be unjustly
prejudicial to the Holders of Debt Securities of such series not joining
in any such direction; and


 


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


 


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


 


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


 


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


 


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


 


Section 514.                                Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Debt
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant, but the provisions of this Section 514
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder or group of Holders holding in the aggregate more than 10% in
principal amount of the Outstanding Debt Securities of any series, or to any
suit instituted by any Holder of a Debt Security for the enforcement of the
payment of the principal of (or premium, if any) or interest on such Debt
Security on or after the respective Stated Maturity or Maturities expressed in
such Debt Security (or, in the case of redemption, on or after the Redemption
Date).


 


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


 


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ARTICLE VI


 


THE TRUSTEE


 


Section 601.                                Certain
Duties and Responsibilities. (a) With respect to Debt Securities of
any series, except during the continuance of an Event of Default with respect
to the Debt Securities of such series,


 


(1)                                  the Trustee
undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


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


 


(b)                                 In case an Event of
Default with respect to Debt Securities of any series has occurred and is
continuing, the Trustee shall, with respect to the Debt Securities of such
series, exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.


 


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


 


(1)                                  this subsection shall
not be construed to limit the effect of subsection (a) of this
Section;


 


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


 


(3)                                  the Trustee shall not
be liable with respect to any action taken, suffered or omitted to be taken by
it, with respect to Debt Securities of any series, in good faith in accordance
with the direction of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Debt Securities of any such series; and


 


36

















 


(4)                                  the Trustee shall not
be required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it 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 601.


 


Section 602.                                Notice
of Defaults. Within 90 days after the occurrence of any default hereunder
with respect to Debt Securities of any series, the Trustee shall by the
pertinent methods provided in Section 105 give notice to all
Holders of Debt Securities of such series of each default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of default in the payment of the
principal of (or premium, if any) or interest on any Debt Security of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; provided further that in the case of any
default of the character specified in Section 501(3) with
respect to Debt Securities of such series no such notice to Holders shall
be given until at least 60 days after the occurrence thereof and provided
further that the Trustee shall not be deemed to have knowledge of an Event of
Default unless either (A) a Responsible Officer of the Trustee assigned to
the Trustee’s Corporate Trust Administration Department shall have actual
knowledge of such default or (B) the Trustee shall have received written
notice thereof from the Company or from any Holder, or, with respect to an
Event of Default pursuant to Section 501(6), from the holder of any
indebtedness referred to in Section 501(6) or from the trustee
under any mortgage, indenture or other instrument referred to in Section 501(c).
For the purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Debt Securities of such series.


 


Section 603.                                Certain
Rights of Trustee. Except as otherwise provided in Section 601:


 


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


 


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


 


37

















 


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


 


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


 


(e)                                  the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders of Debt
Securities of any series pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee, in its reasonable discretion, against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction;


 


(f)                                    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, coupon or other
paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;


 


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


 


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


 


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


 


Section 605.                                May Hold
Debt Securities. The Trustee, any Paying Agent, the Security Registrar or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities, and, subject
to Sections 310(a)(5), 310(b) and 311 of the
Trust Indenture Act, may otherwise deal


 


38

















 


with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar or such other agent.


 


Section 606.                                Money
Held in Trust. Money or other property held by the Trustee or any Paying
Agent (except the Company) in trust hereunder need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying
Agent shall be under any liability for interest on any money or other property
received by it hereunder except as otherwise agreed with the Company.


 


Section 607.                                Compensation
and Reimbursement. The Company agrees:


 


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


 


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


 


(3)                                  to indemnify in
Dollars the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust or
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Sections 501(4) and
501(5), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar laws.


 


As security for the performance of the
obligations of the Company under this Section, the Trustee shall have a lien
prior to the Debt Securities, upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of amounts due
on the Debt Securities.


 


The obligations of the Company under this Section 607
to compensate and indemnify the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness under this Indenture and
shall survive the satisfaction and discharge of this Indenture.


 


39

















 


Section 608.                                Disqualification,
Conflicting Interests. (a) The Trustee shall comply with TIA ss.
310(b); provided, however, that there shall be excluded from the
operation of TIA ss. 310(b)(1) 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 ss. 310(b)(1) are met.


 


(b)                                 If Section 310(b) of
the Trust Indenture Act is amended at 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 Debt Securities of any series or
to change any of the definitions in connection therewith, this Section 608
shall be automatically amended to incorporate such changes.


 


Section 609.                                Corporate
Trustee Required, Eligibility. There shall at all times be a Trustee
hereunder that shall be a corporation organized and doing business under the
laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $50,000,000, subject to supervision
or examination by Federal or State authority and having its Corporate Trust
Office or an agency in New York, New York; provided, however,
that if Section 310(a) of the Trust Indenture Act or the rules and
regulations of the Commission under the Trust Indenture Act at any time permit
a corporation organized and doing business under the laws of any other
jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to
permit a corporation organized and doing business under the laws of any such
other jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall comply with Section 310(a)(5) of
the Trust Indenture Act. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 


Section 610.                                Resignation
and Removal, Appointment of Successor. (a) No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
under Section 611.


 


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


 


(c)                                  The Trustee may be
removed at any time with respect to the Debt Securities of any series and
a successor Trustee appointed by Act of the Holders of a


 


40

















 


majority in principal amount of the Outstanding Debt Securities of such
series, delivered to the Trustee and to the Company.


 


(d)                                 If at any time:


 


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


 


(2)                                  the Trustee shall
cease to be eligible under Section 609 with respect to the Debt
Securities of any series 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
Debt Security of such series for at least six months, or


 


(3)                                  the Trustee shall
become incapable of acting or a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in respect of the Trustee
in an involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Trustee or of its property or affairs, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, or


 


(4)                                  the Trustee shall
commence a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action,


 


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


 


(e)                                  If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, with respect to the Debt Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be
appointed


 


41

















 


with respect to the Debt 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 Debt
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debt Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment, become the successor Trustee with respect
to the Debt Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Debt Securities of any series shall have been so appointed
by the Company or the Holders of such series and accepted appointment in
the manner hereinafter provided, any Holder who has been a bona fide Holder of
a Debt Security of such series for at least six months may, subject to Section 514,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


 


(f)                                    The Company shall
give notice of each resignation and each removal of the Trustee with respect to
the Debt Securities of any series and each appointment of a successor
Trustee with respect to the Debt Securities of any series in the manner
and to the extent provided in Section 105 to the Holders of Debt
Securities of such series. Each notice shall include the name of the successor
Trustee with respect to the Debt Securities of such series and the address
of its Corporate Trust Office.


 


Section 611.                                Acceptance
of Appointment by Successor. (a) In the case of an appointment
hereunder of a successor Trustee with respect to all Debt Securities, each such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 607.


 


(b)                                 In case of the
appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Debt Securities of one
or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to


 


42

















 


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


 


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


 


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


 


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


 


Section 613.                                Preferential
Collection of Claims Against Company. If and when the Trustee shall be or
become a creditor of the Company (or any other obligor


 


43

















 


upon the Debt Securities of a series), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).


 


Section 614.    Appointment
of Authenticating Agent.    As long as any Debt Securities
of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint an authenticating agent (the “Authenticating Agent”)
which shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series issued upon exchange, registration of transfer,
partial redemption or pursuant to Section 306. Debt Securities of
each such series authenticated by such Authenticating Agent shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by such Trustee. Wherever reference is
made in this Indenture to the authentication and delivery of Debt Securities of
any series by the Trustee for such series or to the Trustee’s
Certificate of Authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee for such series by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $10,000,000 (determined as provided in
Section 609 with respect to the Trustee) and subject to supervision
or examination by Federal or State authority.


 


Any corporation into which any 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 any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency business or corporate trust
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Debt Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it
shall cease to be eligible shall, resign by giving written notice of
resignation to the applicable Trustee and to the Company.


 


Upon receiving such a notice of resignation,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 614 with respect to
one or more of all series of Debt Securities, the Trustee for such series shall
upon Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 105.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as
Authenticating Agent. The Company agrees to pay to the Authenticating Agent for
such series from time to time reasonable compensation including
reimbursement of its reasonable expenses for its services. The Authenticating
Agent for the Debt Securities of any series shall have no responsibility
or liability for any action taken by it as such at the direction of the Trustee
for such series.


 


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ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.    Company
to Furnish Trustee Names and Addresses of Holders.    The
Company will furnish or cause to be furnished to the Trustee with respect to
Registered Securities of each series for which it acts as Trustee:


 


(a)                                  semiannually, not
later than 15 days after the Regular Record Date for interest for each series of
Debt Securities, of each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of the Regular
Record Date, respectively; and


 


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


 


provided, however,
that if and so long as the Trustee shall be the Security Registrar, no such
list need be furnished.


 


Section 702.    Preservation
of Information; Communication to Holders.    (a) The
Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701,
received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder, and filed with it within the two preceding years pursuant to
Section 704(2).


 


The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new
list so furnished, destroy any information received by it as Paying Agent or
Security Registrar (if so acting) hereunder upon delivering to itself as
Trustee, not earlier than 45 days after an Interest Payment Date, a list
containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, destroy any
list delivered to itself as Trustee which was compiled from information
received by it as Paying Agent or Security Registrar (if so acting) hereunder
upon the receipt of a new list so delivered, and destroy not earlier than two
years after filing, any information filed with it pursuant to Section 704(2).


 


(b)                                 If three or more
Holders (hereinafter referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Debt Security for a period of at least six months preceding the
date of such application, and such application states that the applicants
desire to communicate with other Holders of Debt Securities of a particular series (in
which case the applicants must hold Debt Securities of such series) or with all
Holders of Debt Securities with respect to their rights under this Indenture or
under the Debt Securities and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election either:


 


45

















 


(i)                                     afford such
applicants access to the information preserved at the time by the Trustee in
accordance with Section 702(a), or


 


(ii)                                  inform such
applicants as to the approximate number of Holders of Debt Securities of such series or
of all Debt Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the Trustee in accordance
with Section 702(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, specified in such
application.


 


If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon written request
of such applicants, mail to the Holders of Debt Securities of such series or
all Holders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a),
a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all Holders,
as the case may be, or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


 


(c)                                  Every Holder of Debt
Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any Paying Agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).


 


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


 


46

















 


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


 


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


 


Section 704.    Reports
by Company.    The Company will:


 


(1)                                  file with the
Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may be required
from time to time in such rules and regulations;


 


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


 


(3)                                  transmit to all
Holders of Debt Securities, in the manner and to the extent provided in Section 703,
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section 704 as may be
required by rules and regulations prescribed from time to time by the
Commission.


 


ARTICLE VIII



CONCERNING THE HOLDERS


 


Section 801.    Acts
of Holders.    Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by an agent or proxy duly appointed in writing, and, except as herein
otherwise expressly provided, such action 


 


47

















 


shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact
that the Holders of such specified percentage have joined therein may be
evidenced (a) by the instrument or instruments executed by Holders in
person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders 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 Holders.


 


Section 802.    Proof
of Ownership; Proof of Execution of Instruments by Holders.    The
ownership of Registered Securities of any series shall be proved by the
Security Register for such series or by a certificate of the Security
Registrar for such series.


 


Subject to the provisions of Sections 601,
603 and 905, proof of the execution of a writing appointing an
agent or proxy and of the execution of any instrument by a Holder or his agent
or proxy shall be sufficient and conclusive in favor of the Trustee and the
Company if made in the following manner:


 


The fact and date of the execution by any
such person of any instrument may be proved by the certificate of any
notary public or other officer authorized to take acknowledgment of deeds, that
the person executing such instrument acknowledged to him the execution thereof,
or by an affidavit of a witness to such execution sworn to before any such
notary or other such officer. Where such execution is by an officer of a
corporation or association or a member of a partnership on behalf of such
corporation, association or partnership, as the case may be, or by any
other person acting in a representative capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.


 


The record of any Holders’ meeting shall be
proved in the manner provided in Section 906.


 


The Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section so
long as the request is a reasonable one.


 


If the Company shall solicit from the Holders
of Debt Securities of any series any Act, the Company may, at its option,
by Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities entitled to take such Act, but the Company
shall have no obligation to do so. Such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed.


 


48

















 


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


 


Section 803.    Revocation
of Consents; Future Holders Bound.    At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 801,
of the taking of any Act by the Holders of the percentage in aggregate
principal amount of the Outstanding Debt Securities specified in this Indenture
in connection with such Act, any Holder of a Debt Security the number, letter
or other distinguishing symbol of which is shown by the evidence to be included
in the Debt Securities the Holders of which have consented to such Act may, by
filing written notice with the Trustee at the Corporate Trust Office and upon
proof of ownership as provided in Section 802, revoke such Act so
far as it concerns such Debt Security. Except as aforesaid, any such Act taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders of such Debt Security and of any Debt
Securities issued on transfer or in lieu thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities.


 


ARTICLE IX



HOLDERS’ MEETINGS


 


Section 901.    Purposes
of Meetings.    A meeting of Holders 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:


 


(1)                                  to give any notice to
the Company or to the Trustee for such series, or to give any directions to the
Trustee for such series, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Holders pursuant to any of the provisions of Article V;


 


(2)                                  to remove the
Trustee for such series and appoint a successor Trustee pursuant to the
provisions of Article VI;


 


(3)                                  to consent to
the execution of an indenture or indentures supplemental hereto pursuant to the
provisions of Section 1102; or


 


(4)                                  to take any other
action authorized to be taken by or on behalf of the Holders of any specified
aggregate principal amount of the Outstanding Debt 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 902.    Call
of Meetings by Trustee.    The Trustee for any series may at
any time call a meeting of Holders of such series to take any action
specified in


 


49

















 


Section 901, to
be held at such time or times and at such place or places as the Trustee for
such series shall determine. Notice of every meeting of the Holders of any
series, setting forth the time and place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given to Holders of
such series in the manner and to the extent provided in Section 105.
Such notice shall be given not less than 20 days or more than 90 days prior to
the date fixed for the meeting.


 


Section 903.    Call
of Meetings by Company or Holders.    In case at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Outstanding Debt Securities of a series or
of all series, as the case may be, shall have requested the Trustee for
such series to call a meeting of Holders of any or all such series by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have given the notice of such
meeting within 20 days after the receipt of such request, then the Company or
such Holders may determine the time or times and the place or places for
such meetings and may call such meetings to take any action authorized in Section 901,
by giving notice thereof as provided in Section 902.


 


Section 904.    Qualifications
for Voting.    To be entitled to vote at any meeting of
Holders of any series a Person shall be (a) a Holder of a Debt
Security of the series with respect to which such meeting is being held or
(b) a Person appointed by an instrument in writing as agent or proxy by
such Holder. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee for the series with
respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.


 


Section 905.    Regulations.
   Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Debt Securities of such series, in regard
to proof of the holding of Debt Securities of such series 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 appropriate.


 


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 Holders of such series as provided
in Section 903, in which case the Company or the Holders calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall
be elected by a majority vote of the meeting.


 


Subject to the provisos in the definition of “Outstanding,”
at any meeting each Holder of a Debt Security of the series with respect
to which such meeting is being held or proxy therefor shall be entitled to vote
in such manner so that whether the specified percentage required for any Act
has been voted may be calculated by the inspectors; provided, however,
that no vote shall be cast or counted at any meeting in 


 


50

















 


respect of any Debt 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 Outstanding Debt Securities
of such series held by him or instruments in writing duly designating him
as the Person to vote on behalf of other Holders of Debt Securities of such
series. At any meeting of Holders duly called pursuant to the provisions of Section 902
or 903 the presence of Persons holding or representing Debt 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.


 


Section 906.    Voting.
   The vote upon any resolution submitted to any meeting of
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders 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 transmitted as provided in Section 902.
The record shall show the serial numbers of the Debt 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.


 


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


 


Section 907.    No
Delay of Rights by Meeting.    Nothing in this Article IX
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders 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 any Holder under
any of the provisions of the Indenture or of the Debt Securities of any series.


 


ARTICLE X



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 1001.    Company
May Consolidate, etc., Only on Certain Terms.    The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:


 


51

















 


(1)                                  the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety (the “successor corporation”)
shall be a corporation organized and existing under the laws of the United
States or any political subdivision thereof and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest on all the Debt Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;


 


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


 


(3)                                  the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
each stating that such consolidation, merger, conveyance, transfer or lease,
and the assumption by any successor entity, and such supplemental indenture
comply with this Article X and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


Section 1002.    Successor
Corporation Substituted.    Upon any consolidation with or
merger into any other corporation, or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1001, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor corporation had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities.


 


Section 1003.    Opinion
of Counsel.    The Trustee shall be entitled to receive and,
subject to Sections 601 and 603, shall be protected in
relying upon an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article X.


 


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ARTICLE XI



SUPPLEMENTAL INDENTURES


 


Section 1101.    Supplemental
Indentures Without Consent of Holders.    Without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:


 


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


 


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


 


(3)                                  to add any additional
defaults or Events of Default (and, if such defaults or Events of Default are
to be applicable to less than all series of Debt Securities, stating that
such Events of Default are expressly being included solely to be applicable to
such series); or


 


(4)                                  to change or
eliminate any restrictions on the payment of principal of (or premium, if any,
on) Registered Securities, provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series in
any material respect, or to permit or facilitate the issuance of Debt
Securities of any series in uncertificated form; or


 


(5)                                  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 Debt 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; or


 


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


 


(7)                                  to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to one or more series of Debt 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 611; or


 


(8)                                  to evidence any
changes to Section 608 or 609 permitted by the terms
thereof; or


 


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(9)                                  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, provided such
action shall not adversely affect the interests of the Holders of the Debt
Securities of any series in any material respect; or


 


(10)                            to cure any ambiguity, to
correct or supplement any provision herein that may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture that shall
not be inconsistent with any provision of this Indenture, provided such other
provisions shall not adversely affect the interests of the Holders of
Outstanding Debt Securities of any series created prior to the execution
of such supplemental indenture in any material respect.


 


Section 1102.    Supplemental
Indentures With Consent of Holders.    With the consent of
the Holders of not less than 66 2/3% in principal amount of the Outstanding
Debt Securities of each series affected by such supplemental indenture
voting separately, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Debt Security of each such series affected thereby,


 


(1)                                  change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any Debt Security, or reduce the principal amount thereof or the rate or
amount of interest thereon or any premium payable upon redemption thereof, or
reduce the amount of the principal of a Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502
or the amount provable in bankruptcy pursuant to Section 504, or
adversely affect any right of repayment at the option of any Holder of any Debt
Security, or change any Place of Payment where, or the currency or other
property in which, any Debt Security or any premium or the interest thereon is
payable, 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
or repayment at the option of the Holder, on or after the Redemption Date or
Repayment Date, as the case may be); or


 


(2)                                  reduce the percentage
in principal amount of the Outstanding Debt 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


 


(3)                                  modify any of the
provisions of this Section 1102, Section 513 or Section 1205,
except to increase any such percentage or to provide that certain 


 


54

















 


other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Debt
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 1102
and Section 1205, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 1101(7).


 


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


 


A supplemental indenture that changes or
eliminates any covenant or other provision of this Indenture with respect to
one or more particular series of Debt Securities, or that modifies the
rights of the Holders of Debt 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 Debt Securities of any other series.


 


Section 1103.    Execution
of Supplemental Indentures.    In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article XI
or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that adversely affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise in a material way.


 


Section 1104.    Effect
of Supplemental Indentures.    Upon the execution of any
supplemental indenture under this Article XI, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Debt
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 1105.    Conformity
with Trust Indenture Act.    Every supplemental indenture
executed pursuant to this Article XI shall conform to the
requirements of the Trust Indenture Act as then in effect.


 


Section 1106.    Reference
in Debt Securities to Supplemental Indentures.    Debt
Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article XI may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debt Securities of any series so modified
as to conform, in the opinion of the Trustee and the Board of Directors, to any
such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Debt
Securities of such series.


 


55

















 


Section 1107.    Notice
of Supplemental Indenture.    Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to Section 1102,
the Company shall transmit to the Holders of Debt Securities of any series affected
thereby a notice setting forth the substance of such supplemental indenture.


 


ARTICLE XII



COVENANTS


 


Section 1201.    Payment
of Principal, Premium and Interest.    The Company covenants
and agrees for the benefit of each series of Debt Securities, that it will
duly and punctually pay the principal of (and premium, if any) and interest on
the Debt Securities in accordance with the terms of the Debt Securities and this
Indenture.


 


Section 1202.    Maintenance
of Office or Agency.    The Company will maintain in each
Place of Payment for any series of Debt Securities an office or agency
where Debt Securities may be presented or surrendered for payment, where
Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities of such series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands.


 


The Company may also from time to time
designate different or additional offices or agencies to be maintained for 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 the location, and any change in the location,
of such office or agency.


 


Section 1203.    Money
for Debt Securities; Payments To Be Held in Trust.    If the
Company shall at any time act as its own Paying Agent with respect to any series of
Debt Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.


 


Whenever the Company shall have one or more
Paying Agents with respect to any series of Debt Securities it will, prior
to each due date of the principal (and premium, if any) or interest on any Debt
Securities of such series, deposit with any such


 


56

















 


Paying Agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless any such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


 


The Company will cause each Paying Agent with
respect to any series of Debt Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1204,
that such Paying Agent will:


 


(1)                                  hold all sums held by
it for the payment of the principal of (and premium, if any) or interest on
Debt Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;


 


(2)                                  give the Trustee
notice of any default by the Company (or any other obligor upon the Debt
Securities of such series) in the making of any payment of principal of (and
premium, if any) or interest on the Debt Securities of such series; and


 


(3)                                  at any time during
the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent.


 


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


 


Any money or other property 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 Debt
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 Request, or (if then held by the Company)
shall be discharged from such trust, and the Holder of such Debt Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money or other property, 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 transmitted in
the manner and to the extent provided by Section 105, notice that
such money or other property remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
notification, any unclaimed balance of such money or other property then
remaining will be repaid to the Company.


 


57

















 


Section 1204.    Officers’
Certificate as to Default.    The Company will deliver to
the Trustee, on or before a date not more than four months after the end of
each fiscal year of the Company (which on the date hereof is the calendar year)
ending after the date hereof, an Officers’ Certificate (one of the signers of
which shall be the principal executive, principal financial or principal
accounting officer of the Company), stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observation of any of the terms, provisions and conditions of this
Indenture, and, if the Company shall be in default, specifying all such
defaults and the nature thereof of which they may have knowledge. Such
compliance shall be determined without regard to periods of grace or notice
requirements.


 


The Company will deliver written notice to
the Trustee promptly after any officer of the Company has knowledge of the
occurrence of any event that with the giving of notice or the lapse of time or
both would be comes an Event of Default under Section 501(3).


 


Section 1205.    Waiver
of Certain Covenants.    The Company may omit in any
particular instance to comply, if so provided pursuant to Section 301,
with any covenant specified pursuant to Section 301 with respect to
the Debt Securities of any series if, before the time for such compliance,
the Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant
shall remain in full force and effect.


 


ARTICLE XIII



REDEMPTION OF DEBT SECURITIES


 


Section 1301.    Applicability
of Article.    Debt Securities of any series that are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified pursuant to Section 301
for Debt Securities of any series) in accordance with this Article XIII.


 


Section 1302.    Election
to Redeem; Notice to Trustee.    The election of the Company
to redeem any Debt Securities shall be evidenced by a Board Resolution. In case
of any redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to Section 1303, the Company
shall, at least 60 days prior to the giving of notice of redemption in Section 1304
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 Debt
Securities of such series to be redeemed. In case of any redemption at the
election of the Company of all of the Debt Securities of any series, the
Company shall, at least 45 days prior to the giving of notice of redemption in Section 1304
fixed by the Company (unless a shorter period shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date. In the case of any
redemption of 


 


58

















 


Debt Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Debt Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restrictions.


 


Section 1303.    Selection
by Trustee of Debt Securities To Be Redeemed.    If less
than all the Debt Securities of any series are to be redeemed at the
option of the Company, the particular Debt Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Debt Securities of such series not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Debt Securities of such series or
any integral multiple thereof) of the principal amount of Debt Securities of
such series in a denomination larger than the minimum authorized
denomination for Debt Securities of such series. In any case where more than
one Registered Security of such series is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Registered Security of such series.


 


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


 


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


 


Section 1304.    Notice
of Redemption.    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, not less than 30 days and not more than 60 days prior
to the Redemption Date, to the Holders of Debt Securities of any series to
be redeemed in whole or in part pursuant to this Article XIII,
in the manner provided in Section 105. 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 Debt Security of a series designated for redemption,
in whole or in part, shall not affect the sufficiency of any notice of redemption
with respect to the Holder of any other Debt Security of such series.


 


All notices of redemption shall identify the
Debt Securities to be redeemed (including CUSIP numbers) and shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price,


 


(3)                                  that Debt Securities
of such series are being redeemed by the Company pursuant to provisions
contained in this Indenture or the terms of the 


 


59

















 


Debt Securities of such series or a
supplemental indenture establishing such series, if such be the case, together
with a brief statement of the facts permitting such redemption,


 


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


 


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


 


(6)                                  the Place or Places
of Payment where such Debt Securities are to be surrendered for payment of the
Redemption Price,


 


(7)                                  if any Debt Security
of any series is to be redeemed in part, that on and after the Redemption
Date, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued or, in the case of Debt Securities providing
appropriate space for such notation, at the option of the Holder, the Trustee,
in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make
a notation on such Debt Security of the payment of the redeemed portion
thereof.


 


Section 1305.    Deposit
of Redemption Price.    On or prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust), in
immediately available funds, an amount of money or other property in which the
Debt Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Debt Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Debt Securities or portions thereof which are to be redeemed on that
date.


 


Section 1306.    Debt
Securities Payable on Redemption Date.    (a) Notice of
redemption having been given as aforesaid, any Debt 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 Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that installments of
interest that have a Stated Maturity on or prior to the Redemption Date for
such Debt Securities shall be payable according to the terms of such Debt
Securities and the provisions of Section 307.


 


(b)                                 If any Debt Security
called for redemption shall not be so paid upon surrender thereof for redemption,
the principal (and premium, if any) shall, until 


 


60

















 


paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Debt Security.


 


Section 1307.    Debt
Securities Redeemed in Part.    Any Debt 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 301 with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in
writing, and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt 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 Debt 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 Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.


 


ARTICLE XIV



DEFEASANCE


 


Section 1401.    Applicability
of Article.    If, pursuant to Section 301,
provision is made for the defeasance of Debt Securities of a series and if
the Debt Securities of such series are Registered Securities, then the
provisions of this Article XIV shall be applicable except as
otherwise specified pursuant to Section 301 for Debt Securities of
such series. Defeasance provisions, if any, for Securities denominated in a
Foreign Currency may be specified pursuant to Section 301.


 


Section 1402.    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 Debt
Securities of any series on the 91st 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 1001 with respect to Debt Securities of any series (and,
if so specified pursuant to Section 301, any other restrictive
covenant added for the benefit of such series pursuant to Section 301)
at any time after the applicable conditions set forth below have been
satisfied:


 


(1)                                  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 Debt Securities of 


 


61

















 


such series (i) 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 Business Day before the due date of any
payment, money in an amount or (iii) a combination of (i) and (ii),
sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal of and (premium, if any) and interest on, the
Outstanding Debt Securities of such series on the dates such installments
of interest or principal and premium are due;


 


(2)                                  if the Debt
Securities of such series are then listed on the New York Stock Exchange,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Company’s exercise of its option under this Section would
not cause such Debt Securities to be delisted;


 


(3)                                  no Default or event
(including such deposit) that, with notice or lapse of time, or both, would
become a Default with respect to the Debt Securities of such series shall
have occurred and be continuing on the date of such deposit;


 


(4)                                  the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Debt Securities of such series will not recognize income, gain or
loss for 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 option had not been exercised and, in the case of the
Debt Securities of such series being Discharged, accompanied by a ruling
to that effect received from or published by the Internal Revenue Service; and


 


(5)                                  the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance under
this Section 1402 have been complied with and an Opinion of Counsel
to the effect that either (i) as a result of a deposit pursuant to subsection (1) above
and the related exercise of the Company’s option under this Section 1402,
registration is not required under the Investment Company Act of 1940, as
amended, by the Company with respect to the trust funds representing such
deposit or by the Trustee for such trust funds or (ii) all necessary
registrations under said Act have been effected.


 


Notwithstanding any other provisions of this Section 1402,
such defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations, which may be imposed on the
Company in connection therewith pursuant to Section 301.


 


“Discharged” means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Debt Securities of such series and to have
satisfied all the obligations under this Indenture


 


62

















 


relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment
of the principal of (and premium, if any) and interest on such Debt Securities
when such payments are due, (B) the Company’s obligations with respect to
the Debt Securities of such series under Sections 304, 305,
306, 1203 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.


 


“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 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 option of the issuer thereof, and shall also
include a depository 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 depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.


 


Section 1403.    Deposited
Moneys and U.S. Government Obligations to be Held in Trust.    All
moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 1402
in respect of Debt Securities of a series shall be held in trust and
applied by it, in accordance with the provisions of such Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Debt Securities, of all sums due and to become due
thereon for principal (and premium, if any) and interest, if any, but such
money need not be segregated from other funds except to the extent required by
law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 1403 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of such
Outstanding Debt Securities.


 


Section 1404.    Repayment
to Company.    The Trustee and any Paying Agent shall
promptly pay or return to the Company upon Company Request any moneys or U.S.
Government Obligations held by them at any time which, in the opinion of a
nationally recognized firm of independent public accountants as set forth in a
written certification thereof delivered to the Trustee, are in excess of the
amount which would 


 


63

















 


then be required to be deposited to effect a defeasance in accordance
with this Article XIV.


 


The provisions of the last paragraph of Section 1203
shall apply to any money held by the Trustee or any Paying Agent under this Article XIV
that remains unclaimed for two years after the Maturity of any series of
Debt Securities for which money or U.S. Government Obligations have been
deposited pursuant to Section 1402.


 


Section 1405.    Deposits
of Non-U.S. Currencies or Other Property.    Notwithstanding
the foregoing provisions of this Article XIV, if the Debt
Securities of any series are payable (a) in a Currency other than
Dollars, the Currency or the nature of the government obligations to be
deposited with the Trustee or (b) in other than or in combination with
Currency, the nature of the securities, commodities, other property or
combination thereof to be deposited with the trustee under the foregoing
provisions of this Article XIV shall be as set forth in the
Officers’ Certificate or established in the supplemental indenture under which
the Debt Securities of such series are issued.


 


*                                         *                                         *


 


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


 


64

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.


 


 


	
   

  	
  HSBC USA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Michael P. Doherty

  
	
   

  	
   

  	
  Name: Michael P. Doherty

  
	
   

  	
   

  	
  Title: Senior Vice President, ALCO

  



 


Attest:


 


 


	
     /s/ Helen
  Kujawa

  	
   

  
	
  Name: Helen Kujawa

  
	
  Title: Corporate Secretary

  



 


SEAL


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  Trustee,

  
	
   

  	
   

  
	
   

  	
  by Deutsche Bank National
  Trust Company

  
	
   

  	
   

  
	
   

  	
   

  	
        /s/ Irina Golovashchuk

  
	
   

  	
   

  	
  Name: Irina Golovashchuk

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  Trustee,

  
	
   

  	
   

  
	
   

  	
  by Deutsche Bank National
  Trust Company

  
	
   

  	
   

  
	
   

  	
   

  	
         /s/
  David Contino

  
	
   

  	
   

  	
  Name: David Contino

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
					



 


Attest:


 


 


	
         /s/ Yana Kalachikova

  	
   

  
	
  Name: Yana Kalachikova

  
	
  Title: Assistant Vice President

  



 


SEAL


 

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )    
  ss.:

  	
   

  
	
  COUNTY OF ERIE

  	
  )

  	
   

  



 


On the 31st day of March 2006, before me
personally came Michael P. Doherty, to me known, who, being by me duly sworn,
did depose and say that he is the Senior Vice President, ALCO of HSBC USA Inc.,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he signed his name
thereto by like authority.


 


 


	
   

  	
     /s/ Deborah Lathan

  
	
   

  	
  Notary
  Public

  



 


[SEAL]


 

















 


	
  STATE OF NEW JERSEY

  	
  )

  	
   

  
	
   

  	
  )    
  ss.:

  	
   

  
	
  COUNTY OF UNION

  	
  )

  	
   

  



 


On the 31 day of March, 2006, before me
personally came Irina Golovashchuk and David Contino, to me known, who, being
by me duly sworn, did depose and say that she/he is an Assistant Vice President
and Assistant Vice President of Deutsche Bank National Trust Company, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


 


 


	
   

  	
     /s/ Rodney Gaughan

  
	
   

  	
  Notary
  Public

  



 


[SEAL]