EXHIBIT 4.9


 


 


ATLANTIC TELE-NETWORK, INC.


 


ISSUER


 


AND


 


[TRUSTEE],


 


TRUSTEE


 






 


INDENTURE


 


DATED AS OF [                  ],
200


 






 


SUBORDINATED DEBT SECURITIES


 

















 


 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  DEFINITIONS

  	
  2

  
	
   

  	
  Section 1.01.

  	
  DEFINITIONS OF TERMS

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  ISSUE,
  DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

  	
  6

  
	
   

  	
  Section 2.01.

  	
  DESIGNATION AND TERMS
  OF SECURITIES

  	
  6

  
	
   

  	
  Section 2.02.

  	
  FORM OF SECURITIES
  AND TRUSTEE’S CERTIFICATE

  	
  8

  
	
   

  	
  Section 2.03.

  	
  DENOMINATIONS: PROVISIONS
  FOR PAYMENT

  	
  8

  
	
   

  	
  Section 2.04.

  	
  EXECUTION AND
  AUTHENTICATIONS

  	
  10

  
	
   

  	
  Section 2.05.

  	
  REGISTRATION OF
  TRANSFER AND EXCHANGE

  	
  11

  
	
   

  	
  Section 2.06.

  	
  TEMPORARY SECURITIES

  	
  12

  
	
   

  	
  Section 2.07.

  	
  MUTILATED, DESTROYED,
  LOST OR STOLEN SECURITIES

  	
  12

  
	
   

  	
  Section 2.08.

  	
  CANCELLATION

  	
  13

  
	
   

  	
  Section 2.09.

  	
  BENEFITS OF INDENTURE

  	
  13

  
	
   

  	
  Section 2.10.

  	
  AUTHENTICATING AGENT

  	
  13

  
	
   

  	
  Section 2.11.

  	
  GLOBAL SECURITIES

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  REDEMPTION
  OF SECURITIES AND SINKING FUND PROVISIONS

  	
  15

  
	
   

  	
  Section 3.01.

  	
  REDEMPTION

  	
  15

  
	
   

  	
  Section 3.02.

  	
  NOTICE OF REDEMPTION

  	
  15

  
	
   

  	
  Section 3.03.

  	
  PAYMENT UPON REDEMPTION

  	
  16

  
	
   

  	
  Section 3.04.

  	
  SINKING FUND

  	
  17

  
	
   

  	
  Section 3.05.

  	
  SATISFACTION OF SINKING
  FUND PAYMENTS WITH SECURITIES

  	
  17

  
	
   

  	
  Section 3.06.

  	
  REDEMPTION OF
  SECURITIES FOR SINKING FUND

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  COVENANTS

  	
  18

  
	
   

  	
  Section 4.01.

  	
  PAYMENT OF PRINCIPAL,
  PREMIUM AND INTEREST

  	
  18

  
	
   

  	
  Section 4.02.

  	
  MAINTENANCE OF OFFICE
  OR AGENCY

  	
  18

  
	
   

  	
  Section 4.03.

  	
  PAYING AGENTS

  	
  18

  
	
   

  	
  Section 4.04.

  	
  APPOINTMENT TO FILL
  VACANCY IN OFFICE OF TRUSTEE

  	
  19

  
	
   

  	
  Section 4.05.

  	
  COMPLIANCE WITH
  CONSOLIDATION PROVISIONS

  	
  19

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  SECURITYHOLDERS’
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
  20

  
	
   

  	
  Section 5.01.

  	
  COMPANY TO FURNISH
  TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS

  	
  20

  
	
   

  	
  Section 5.02.

  	
  PRESERVATION OF
  INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS

  	
  20

  
	
   

  	
  Section 5.03.

  	
  REPORTS BY THE COMPANY

  	
  20

  
	
   

  	
  Section 5.04.

  	
  REPORTS BY THE TRUSTEE

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  REMEDIES
  OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  21

  
	
   

  	
  Section 6.01.

  	
  EVENTS OF DEFAULT

  	
  21

  
	
   

  	
  Section 6.02.

  	
  COLLECTION OF
  INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

  	
  23

  
	
   

  	
  Section 6.03.

  	
  APPLICATION OF MONEYS
  COLLECTED

  	
  24

  
	
   

  	
  Section 6.04.

  	
  LIMITATION ON SUITS

  	
  25

  
	
   

  	
  Section 6.05.

  	
  RIGHTS AND REMEDIES
  CUMULATIVE; DELAY OR OMISSION NOT WAIVER

  	
  25

  
	
   

  	
  Section 6.06.

  	
  CONTROL BY
  SECURITYHOLDERS

  	
  26

  
	
   

  	
  Section 6.07.

  	
  UNDERTAKING TO PAY
  COSTS

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  CONCERNING
  THE TRUSTEE

  	
  27

  
	
   

  	
  Section 7.01.

  	
  CERTAIN DUTIES AND
  RESPONSIBILITIES OF TRUSTEE

  	
  27

  
	
   

  	
  Section 7.02.

  	
  CERTAIN RIGHTS OF TRUSTEE

  	
  28

  
	
   

  	
  Section 7.03.

  	
  TRUSTEE NOT RESPONSIBLE
  FOR RECITALS OR ISSUANCE OR SECURITIES

  	
  29

  
	
   

  	
  Section 7.04.

  	
  MAY HOLD
  SECURITIES

  	
  29

  
	
   

  	
  Section 7.05.

  	
  MONEYS HELD IN TRUST

  	
  30

  
	
   

  	
  Section 7.06.

  	
  COMPENSATION AND
  REIMBURSEMENT

  	
  30

  
	
   

  	
  Section 7.07.

  	
  RELIANCE ON OFFICERS’ CERTIFICATE

  	
  30

  
	
   

  	
  Section 7.08.

  	
  DISQUALIFICATION;
  CONFLICTING INTERESTS

  	
  31

  
	
   

  	
  Section 7.09.

  	
  CORPORATE TRUSTEE
  REQUIRED; ELIGIBILITY

  	
  31

  
	
   

  	
  Section 7.10.

  	
  RESIGNATION AND
  REMOVAL; APPOINTMENT OF SUCCESSOR

  	
  31

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 7.11.

  	
  ACCEPTANCE OF
  APPOINTMENT BY SUCCESSOR

  	
  32

  
	
   

  	
  Section 7.12.

  	
  MERGER, CONVERSION,
  CONSOLIDATION OR SUCCESSION TO BUSINESS

  	
  34

  
	
   

  	
  Section 7.13.

  	
  PREFERENTIAL COLLECTION
  OF CLAIMS AGAINST THE COMPANY

  	
  34

  
	
   

  	
  Section 7.14.

  	
  NOTICE OF DEFAULT

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  CONCERNING
  THE SECURITYHOLDERS

  	
  34

  
	
   

  	
  Section 8.01.

  	
  EVIDENCE OF ACTION BY
  SECURITYHOLDERS

  	
  34

  
	
   

  	
  Section 8.02.

  	
  PROOF OF EXECUTION BY
  SECURITYHOLDERS

  	
  35

  
	
   

  	
  Section 8.03.

  	
  WHO MAY BE DEEMED
  OWNERS

  	
  35

  
	
   

  	
  Section 8.04.

  	
  CERTAIN SECURITIES
  OWNED BY COMPANY DISREGARDED

  	
  35

  
	
   

  	
  Section 8.05.

  	
  ACTIONS BINDING ON
  FUTURE SECURITYHOLDERS

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  SUPPLEMENTAL
  INDENTURES

  	
  36

  
	
   

  	
  Section 9.01.

  	
  SUPPLEMENTAL INDENTURES
  WITHOUT THE CONSENT OF SECURITYHOLDERS

  	
  36

  
	
   

  	
  Section 9.02.

  	
  SUPPLEMENTAL INDENTURES
  WITH CONSENT OF SECURITYHOLDERS

  	
  37

  
	
   

  	
  Section 9.03.

  	
  EFFECT OF SUPPLEMENTAL
  INDENTURES

  	
  38

  
	
   

  	
  Section 9.04.

  	
  SECURITIES AFFECTED BY
  SUPPLEMENTAL INDENTURES

  	
  38

  
	
   

  	
  Section 9.05.

  	
  EXECUTION OF
  SUPPLEMENTAL INDENTURES

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  SUCCESSOR
  ENTITY

  	
  39

  
	
   

  	
  Section 10.01.

  	
  COMPANY MAY CONSOLIDATE,
  ETC

  	
  39

  
	
   

  	
  Section 10.02.

  	
  SUCCESSOR ENTITY
  SUBSTITUTED

  	
  39

  
	
   

  	
  Section 10.03.

  	
  EVIDENCE OF
  CONSOLIDATION, ETC. TO TRUSTEE

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  SATISFACTION
  AND DISCHARGE

  	
  40

  
	
   

  	
  Section 11.01.

  	
  SATISFACTION AND
  DISCHARGE OF INDENTURE

  	
  40

  
	
   

  	
  Section 11.02.

  	
  DISCHARGE OF
  OBLIGATIONS

  	
  41

  
	
   

  	
  Section 11.03.

  	
  DEPOSITED MONEYS TO BE
  HELD IN TRUST

  	
  41

  
	
   

  	
  Section 11.04.

  	
  PAYMENT OF MONEYS HELD
  BY PAYING AGENTS

  	
  41

  
	
   

  	
  Section 11.05.

  	
  REPAYMENT TO COMPANY

  	
  41

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  IMMUNITY
  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  42

  
	
   

  	
  Section 12.01.

  	
  NO RECOURSE

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  MISCELLANEOUS
  PROVISIONS

  	
  42

  
	
   

  	
  Section 13.01.

  	
  EFFECT ON SUCCESSORS
  AND ASSIGNS

  	
  42

  
	
   

  	
  Section 13.02.

  	
  ACTIONS BY SUCCESSOR

  	
  42

  
	
   

  	
  Section 13.03.

  	
  SURRENDER OF COMPANY
  POWERS

  	
  43

  
	
   

  	
  Section 13.04.

  	
  NOTICES

  	
  43

  
	
   

  	
  Section 13.05.

  	
  GOVERNING LAW

  	
  43

  
	
   

  	
  Section 13.06.

  	
  TREATMENT OF SECURITIES
  AS DEBT

  	
  43

  
	
   

  	
  Section 13.07.

  	
  CERTIFICATES AND
  OPINIONS AS TO CONDITIONS PRECEDENT

  	
  43

  
	
   

  	
  Section 13.08.

  	
  PAYMENTS ON BUSINESS
  DAYS

  	
  44

  
	
   

  	
  Section 13.09.

  	
  CONFLICT WITH TRUST
  INDENTURE ACT

  	
  44

  
	
   

  	
  Section 13.10.

  	
  COUNTERPARTS

  	
  44

  
	
   

  	
  Section 13.11.

  	
  SEPARABILITY

  	
  44

  
	
   

  	
  Section 13.12.

  	
  COMPLIANCE CERTIFICATES

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14.

  	
  SUBORDINATION
  OF SECURITIES

  	
  45

  
	
   

  	
  Section 14.01.

  	
  SUBORDINATION
  TERMS

  	
  45

  
					



 


iv

















 


INDENTURE


 


INDENTURE,
dated as of [                       ],
200   , among Atlantic Tele-Network, Inc., a Delaware
corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):


 


WHEREAS, for
its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of subordinated debt
securities (hereinafter referred to as the “Securities”), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as
in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;


 


WHEREAS, to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the execution
of this Indenture; and


 


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


 


NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of Securities:


 


ARTICLE 1.

DEFINITIONS


 


Section 1.01  DEFINITIONS OF
TERMS.


 


The terms
defined in this Section (except as in this Indenture or any indenture
supplemental hereto otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section and
shall include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that
are by reference in such Act defined in the Securities Act of 1933, as amended
(except as herein or any indenture supplemental hereto otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of the execution of this instrument.


 


“AUTHENTICATING
AGENT” means an authenticating agent with respect to all or any of the series of
Securities appointed by the Trustee pursuant to Section 2.10.


 


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


 


“BOARD OF
DIRECTORS” means the Board of Directors of the Company or any duly authorized
committee of such Board.


 

















 


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


 


“BUSINESS DAY”
means, with respect to any series of Securities, any day other than a day
on which federal or state banking institutions in the Borough of Manhattan, the
City of New York, or in the city of the Corporate Trust Office of the Trustee,
are authorized or obligated by law, executive order or regulation to close.


 


“CERTIFICATE”
means a certificate signed by any Officer. The Certificate need not comply with
the provisions of Section 13.07.


 


“COMPANY”
means the party named in the first paragraph of this Indenture, and, subject to
the provisions of Article Ten, shall also include its successors and
assigns.


 


“CORPORATE
TRUST OFFICE” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office on
the date hereof is located at         .


 


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


 


“DEFAULT”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.


 


“DEPOSITARY”
means, with respect to Securities of any series for which the Company
shall determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.


 


“EVENT OF
DEFAULT” means, with respect to Securities of a particular series, any event
specified in Section 6.01, continued for the period of time, if any,
therein designated.


 


“GLOBAL
SECURITY” means, with respect to any series of Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depositary or its nominee.


 


“GOVERNMENTAL
OBLIGATIONS” means securities that are (a) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not callable
or redeemable at the option of the issuer thereof at any time prior to the
stated maturity of the Securities, and shall also include a depositary receipt
issued by a bank or trust company as custodian with respect to any such
Governmental Obligation or a specific payment of principal


 


3

















 


of or interest
on any such Governmental Obligation held by such custodian for the account of
the holder of such depositary receipt; provided, however, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.


 


“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.


 


“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 in accordance with the terms hereof.


 


“INTEREST
PAYMENT DATE”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or
in a Board Resolution or in an indenture supplemental hereto with respect to
such series as the fixed date on which an installment of interest with
respect to Securities of that series is due and payable.


 


“OFFICER”
means, with respect to the Company, a chief executive officer, a president, a
chief operating officer, any senior vice president, any vice president or a
chief financial officer, the treasurer or any assistant treasurer, the
controller or any assistant controller or the secretary or any assistant
secretary.


 


“OFFICERS’
CERTIFICATE” means a certificate signed by any two Officers. Each such
certificate shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.


 


“OPINION OF
COUNSEL” means an opinion in writing subject to customary exceptions of legal
counsel, who may be an employee of, or counsel for, the Company, that is
delivered to the Trustee in accordance with the terms hereof. Each such opinion
shall include the statements provided for in Section 13.07, if and to the
extent required by the provisions thereof.


 


“OUTSTANDING”,
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under
this Indenture, except (a) Securities theretofore canceled by the Trustee or
any paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof
for the payment or redemption of which moneys or Governmental Obligations in
the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as provided in Article Three, or provision satisfactory
to the Trustee shall have been made for giving such notice; and (c) Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07.


 


4

















 


“PERSON” means
any individual, corporation, partnership, joint venture, joint-stock company,
limited liability company, association, trust, unincorporated organization, any
other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.


 


“PREDECESSOR
SECURITY” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 2.07 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or
stolen Security.


 


“RESPONSIBLE
OFFICER” when used with respect to the Trustee means the chief executive
officer, the president, any vice president, the secretary, the treasurer, any
trust officer, any corporate trust officer or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.


 


“SECURITIES”
means the debt Securities authenticated and delivered under this Indenture.


 


“SECURITYHOLDER”,
“holder of Securities”, “registered holder”, or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.


 


“SECURITY
REGISTER” and “SECURITY REGISTRAR” shall have the meanings as set forth in Section 2.05.


 


“SUBSIDIARY”
means, with respect to any Person, (i) any corporation at least a majority
of whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership,
joint venture or similar entity, at least a majority of whose outstanding
partnership or similar interests shall at the time be owned by such Person, or
by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries and (iii) any limited partnership of which such Person or any
of its Subsidiaries is a general partner.


 


“TRUSTEE”
means                                                   ,
and, subject to the provisions of Article Seven, shall also include its
successors and assigns, and, if at any time there is more than one Person
acting in such capacity hereunder, “Trustee” shall mean each such Person. The
term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.


 


“TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939, as amended.


 


“VOTING STOCK”,
as applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of


 


5

















 


such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.


 


ARTICLE 2.

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01  DESIGNATION AND
TERMS OF SECURITIES.


 


(a)                                  The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture is unlimited. The Securities may be issued in one or more series up
to the aggregate principal amount of Securities of that series from time
to time authorized by or pursuant to a Board Resolution or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto:


 


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


 


(ii)                                  any limit upon the aggregate
principal amount of the Securities of that series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of that series);


 


(iii)                               the date or dates on which the principal of the
Securities of the series is payable, any original issue discount that may apply
to the Securities of that series upon their issuance, the principal amount
due at maturity, and the place(s) of payment;


 


(iv)                              the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;


 


(v)                                 the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such
interest will be payable or the manner of determination of such Interest
Payment Dates, the place(s) of payment, and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates or the manner of determination of such record dates;


 


(vi)                              the right, if any, to extend the interest payment
periods and the duration of such extension;


 


(vii)                           the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;


 


(viii)                        the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund, mandatory redemption,
or analogous provisions (including payments made in cash in satisfaction of
future sinking fund obligations) or at


 


6

















 


the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Securities of the series shall be redeemed or purchased, in whole
or in part, pursuant to such obligation;


 


(ix)                                the form of the Securities of the series including
the form of the Certificate of Authentication for such series;


 


(x)                                   if other than
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, the denominations in which the Securities of the series shall be
issuable;


 


(xi)                                any and all other terms (including terms, to the
extent applicable, relating to any auction or remarketing of the Securities of
that series and any security for the obligations of the Company with
respect to such Securities) with respect to such series (which terms shall
not be inconsistent with the terms of this Indenture, as amended by any
supplemental indenture) including any terms which may be required by or
advisable under United States laws or regulations or advisable in connection
with the marketing of Securities of that series;


 


(xii)                             whether the Securities are issuable as a Global
Security and, in such case, the terms and the identity of the Depositary for
such series;


 


(xiii)                          whether the Securities will be convertible into or exchangeable
for shares of common stock or other securities of the Company or any other
Person and, if so, the terms and conditions upon which such Securities will be
so convertible or exchangeable, including the conversion or exchange price, as
applicable, or how it will be calculated and may be adjusted, any mandatory
or optional (at the Company’s option or the holders’ option) conversion or
exchange features, and the applicable conversion or exchange period;


 


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


 


(xv)                            any additional or different Events of Default or restrictive
covenants (which may include, among other restrictions, restrictions on
the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional
indebtedness; issue additional securities; create liens; pay dividends or make
distributions in respect of their capital stock; redeem capital stock; place
restrictions on such Subsidiaries placing restrictions on their ability to pay
dividends, make distributions or transfer assets; make investments or other
restricted payments; sell or otherwise dispose of assets; enter into
sale-leaseback transactions; engage in transactions with stockholders and
affiliates; issue or sell stock of their Subsidiaries; or effect a consolidation
or merger) or financial covenants (which may include, among other financial
covenants, financial covenants that require the Company and its Subsidiaries to
maintain specified interest coverage, fixed charge, cash flow-based or
asset-based ratios) provided for with respect to the Securities of the series;


 


7

















 


(xvi)                         if other than dollars, the coin or currency in
which the Securities of the series are denominated (including, but not
limited to, foreign currency);


 


(xvii)                      the terms and conditions, if any, upon which the
Company shall pay amounts in addition to the stated interest, premium, if any
and principal amounts of the Securities of the series to any
Securityholder that is not a “United States person” for federal tax purposes;


 


(xviii)                   any restrictions on transfer, sale or assignment of
the Securities of the series; and


 


(xix)                           the subordination terms
of the Securities of the series.


 


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


 


If any of the
terms of the securities of any series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the secretary or an assistant secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate of the Company setting forth the terms of the series.


 


Securities of
any particular series may be issued at various times, with different
dates on which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and
with different redemption dates.


 


Section 2.02  FORM OF
SECURITIES AND TRUSTEE’S CERTIFICATE.


 


The Securities
of any series and the Trustee’s certificate of authentication to be borne
by such Securities shall be substantially of the tenor and purport as set forth
in one or more indentures supplemental hereto or as provided in a Board
Resolution, and set forth in an Officers’ Certificate, and they may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved 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 Securities of that series may be
listed, or to conform to usage.


 


Section 2.03  DENOMINATIONS:
PROVISIONS FOR PAYMENT.


 


The Securities
shall be issuable as registered Securities and in the denominations of one
thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(x).
The Securities of a particular series shall bear interest payable on the
dates and at the rate specified with respect to that series. The principal of
and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in
the coin or currency of the United States of America that at the time is legal
tender for public and


 


8

















 


private debt,
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York. Each Security shall be
dated the date of its authentication. Interest on the Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.


 


The interest
installment on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date for Securities of that series shall
be paid to the Person in whose name said Security (or one or more Predecessor
Securities) is registered at the close of business on the regular record date
for such interest installment. In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.


 


Any interest
on any Security that is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date for Securities of the same series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (A) or clause (B) below:


 


(A)                              The
Company may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner: the Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each such Security and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor 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 each Securityholder at his or her address as it appears in the
Security Register (as hereinafter defined), 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 Securities (or their
respective Predecessor Securities) are registered on such special record date.


 


9

















 


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


 


Unless
otherwise set forth in a Board Resolution or one or more indentures supplemental
hereto establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with
respect to a series of Securities and any Interest Payment Date for such series shall
mean either the fifteenth day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the first day of a month,
or the first day of the month in which an Interest Payment Date established for
such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.


 


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


 


Section 2.04  EXECUTION AND
AUTHENTICATIONS.


 


The Securities
shall be executed on behalf of the Company by one of its Officers. Signatures may be
in the form of a manual or facsimile signature.


 


The Company may use
the facsimile signature of any Person who shall have been an Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be such an
officer of the Company. The Securities may contain such notations, legends
or endorsements required by law, stock exchange rule or usage. Each Security
shall be dated the date of its authentication by the Trustee.


 


A Security
shall not be valid until authenticated manually by an authorized signatory of
the Trustee, or by an Authenticating Agent. Such signature shall be conclusive
evidence that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture. At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a written order
of the Company for the authentication and delivery of such Securities, signed
by an Officer, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.


 


In authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this Indenture.


 


10

















 


The Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee.


 


Section 2.05  REGISTRATION OF
TRANSFER AND EXCHANGE.


 


(a)                                  Securities of any series may be
exchanged upon presentation thereof at the office or agency of the Company
designated for such purpose in the Borough of Manhattan, the City and State of
New York, for other Securities of such series of authorized denominations,
and for a like aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same series that
the Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.


 


(b)                                 The Company shall keep,
or cause to be kept, at its office or agency designated for such purpose in the
Borough of Manhattan, the City and State of New York, or such other location
designated by the Company, a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall register the Securities and the transfers of Securities as in
this Article provided and which at all reasonable times shall be open for
inspection by the Trustee. The registrar for the purpose of registering
Securities and transfer of Securities as herein provided shall be appointed as
authorized by Board Resolution (the “Security Registrar”).


 


Upon surrender
for transfer of any Security at the office or agency of the Company designated
for such purpose, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in the name of the transferee or
transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.


 


All Securities
presented or surrendered for exchange or registration of transfer, as provided
in this Section, shall be accompanied (if so required by the Company or the
Security Registrar) by a written instrument or instruments of transfer, in form satisfactory
to the Company or the Security Registrar, duly executed by the registered
holder or by such holder’s duly authorized attorney in writing.


 


(c)                                  Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, no service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.


 


(d)                                 The Company shall not be
required (i) to issue, exchange or register the transfer of any Securities
during a period beginning at the opening of business 15 days before the


 


11

















 


day of the mailing of a notice of redemption of less
than all the Outstanding Securities of the same series and ending at the close
of business on the day of such mailing, nor (ii) to register the transfer of
or exchange any Securities of any series or portions thereof called for redemption,
other than the unredeemed portion of any such Securities being redeemed in part.
The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.


 


Section 2.06  TEMPORARY
SECURITIES.


 


Pending the
preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities
in lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Company
will execute and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders), at the office
or agency of the Company designated for the purpose in the Borough of
Manhattan, the City and State of New York, and the Trustee shall authenticate
and such office or agency shall deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of such
series, unless the Company advises the Trustee to the effect that definitive
Securities need not be executed and furnished until further notice from the
Company. Until so exchanged, the temporary Securities of such series shall
be entitled to the same benefits under this Indenture as definitive Securities
of such series authenticated and delivered hereunder.


 


Section 2.07  MUTILATED,
DESTROYED, LOST OR STOLEN SECURITIES.


 


In case any
temporary or definitive Security shall become mutilated or be destroyed, lost
or stolen, the Company (subject to the next succeeding sentence) shall execute,
and upon the Company’s request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant’s Security and of the ownership thereof. The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any substituted
Security, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


In case any
Security that has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or


 


12

















 


authorize the
payment of the same (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.


 


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


 


Section 2.08  CANCELLATION.


 


All Securities
surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent, be delivered
to the Trustee for cancellation, or, if surrendered to the Trustee, shall be
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. On
request of the Company at the time of such surrender, the Trustee shall deliver
to the Company canceled Securities held by the Trustee. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with
its standard procedures and deliver a certificate of disposition to the Company.
If the Company shall otherwise acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation.


 


Section 2.09  BENEFITS OF
INDENTURE.


 


Nothing in
this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities (and, with respect to the provisions of Article Fourteen,
the holders of any indebtedness of the Company to which the Securities of any series are
subordinated) any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities (and, with
respect to the provisions of Article Fourteen, the holders of any indebtedness
of the Company to which the Securities of any series are subordinated).


 


Section 2.10  AUTHENTICATING
AGENT.


 


So long as any
of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the
Trustee shall have the


 


13

















 


right to
appoint. Said Authenticating Agent shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. All references
in this Indenture to the authentication of Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by federal or state authorities. If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.


 


Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of
any Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.


 


Section 2.11  GLOBAL
SECURITIES.


 


(a)                                  If the Company shall
establish pursuant to Section 2.01 that the Securities of a particular series are
to be issued as a Global Security, then the Company shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver,
a Global Security that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction and (iv) shall bear
a legend substantially to the following effect: “Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred,
in whole but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.”


 


(b)                                 Notwithstanding the
provisions of Section 2.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 2.05,
only to another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.


 


(c)                                  If at any time the
Depositary for a series of the Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such series or if at any
time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by
the Company within 90 days after the Company receives such notice or


 


14

















 


becomes aware of such condition, as the case may be,
or if an Event of Default has occurred and is continuing and the Company has
received a request from the Depositary, this Section 2.11 shall no longer
be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.04, the Trustee will authenticate and
deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at any
time determine that the Securities of any series shall no longer be
represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series. In such event the
Company will execute and, subject to Section 2.04, the Trustee, upon receipt
of an Officers’ Certificate evidencing such determination by the Company, will
authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of
the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange for
the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Depositary for delivery to the Persons in whose names such
Securities are so registered.


 


ARTICLE 3.

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01  REDEMPTION.


 


The Company may redeem
the Securities of any series issued hereunder on and after the dates and
in accordance with the terms established for such series pursuant to Section 2.01
hereof.


 


Section 3.02  NOTICE OF
REDEMPTION.


 


(a)                                  In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a
portion of the Securities of any series in accordance with any right the
Company reserved for itself to do so pursuant to Section 2.01 hereof, the
Company shall, or shall cause the Trustee to, give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than 90
days before the date fixed for redemption of that series to such holders
at their last addresses as they shall appear upon the Security Register, unless
a shorter period is specified in the Securities to be redeemed. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered holder receives the notice. In
any case, failure duly to give such notice to the holder of any Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Securities of such series or any other series. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or


 


15

















 


elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with any such
restriction.


 


Each such
notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be redeemed
will be made at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, that from and after said date interest will cease
to accrue and that the redemption is for a sinking fund, if such is the case. If
less than all the Securities of a series are to be redeemed, the notice to
the holders of Securities of that series to be redeemed in part shall
specify the particular Securities to be so redeemed.


 


In case any
Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


 


(b)                                 If less than all the
Securities of a series are to be redeemed, the Company shall give the
Trustee at least 45 days’ notice (unless a shorter notice shall be satisfactory
to the Trustee) in advance of the date fixed for redemption as to the aggregate
principal amount of Securities of the series to be redeemed, and thereupon
the Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of
a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. The Company may, if and
whenever it shall so elect, by delivery of instructions signed on its behalf by
an Officer, instruct the Trustee or any paying agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be delivered
to, or permit to remain with, the Trustee or such paying agent, as the case may be,
such Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section.


 


Section 3.03  PAYMENT UPON
REDEMPTION.


 


(a)                                  If the giving of notice
of redemption shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued (but not
including) to the date fixed for redemption and interest on such Securities or
portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion thereof.
On


 


16

















 


presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to (but not
including) the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on the applicable
record date pursuant to Section 2.03).


 


(b)                                 Upon presentation of any
Security of such series that is to be redeemed in part only, the
Company shall execute and the Trustee shall authenticate and the office or
agency where the Security is presented shall deliver to the holder thereof, at
the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.


 


Section 3.04  SINKING FUND.


 


The provisions
of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.01 for Securities of such series.


 


The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


Section 3.05  SATISFACTION OF
SINKING FUND PAYMENTS WITH SECURITIES.


 


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


 


Section 3.06  REDEMPTION OF
SECURITIES FOR SINKING FUND.


 


Not less than
45 days prior to each sinking fund payment date for any series of
Securities (unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant
to the terms of the series, the portion thereof, if any, that is to be satisfied
by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers’
Certificate, deliver to the Trustee any Securities


 


17

















 


to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Section 3.03.


 


ARTICLE 4.

COVENANTS


 


Section 4.01  PAYMENT OF
PRINCIPAL, PREMIUM AND INTEREST.


 


The Company
will duly and punctually pay or cause to be paid the principal of (and premium,
if any) and interest on the Securities of that series at the time and place
and in the manner provided herein and established with respect to such
Securities.


 


Section 4.02  MAINTENANCE OF
OFFICE OR AGENCY.


 


So long as any
series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as
herein above authorized for registration of transfer and exchange, and (iii) notices
and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by any officer authorized to sign an Officers’ Certificate and delivered
to the Trustee, designate some other office or agency for such purposes or any
of them. 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, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, notices and demands. The
Company initially appoints the Corporate Trust Office of the Trustee located in
the Borough of Manhattan, the City of New York as its paying agent with respect
to the Securities.


 


Section 4.03  PAYING AGENTS.


 


(a)                                  If the Company shall
appoint one or more paying agents for all or any series of the Securities,
other than the Trustee, the Company will cause each such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section:


 


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


 


18

















 


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


 


(iii)                               that it will, at any time during the continuance of
any failure referred to in the preceding paragraph (a)(ii) above, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such paying agent; and


 


(iv)                              that it will perform all other duties of
paying agent as set forth in this Indenture.


 


(b)                                 If the Company shall act
as its own paying agent with respect to any series of the Securities, it
will on or before each due date of the principal of (and premium, if any) or
interest on Securities of that series, set aside, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay such
principal (and premium, if any) or interest so becoming due on Securities of
that series until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of such
action, or any failure (by it or any other obligor on such Securities) to take
such action. Whenever the Company shall have one or more paying agents for any series of
Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with the 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 to such principal, premium or interest, and (unless such paying agent
is the Trustee) the Company will promptly notify the Trustee of this action or
failure so to act.


 


(c)                                  Notwithstanding anything
in this Section to the contrary, (i) the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Section 11.05,
and (ii) 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 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
terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by the Company or any paying agent to
the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such money.


 


Section 4.04  APPOINTMENT TO
FILL VACANCY IN OFFICE OF TRUSTEE.


 


The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.


 


Section 4.05  COMPLIANCE WITH
CONSOLIDATION PROVISIONS.


 


The Company
will not, while any of the Securities remain Outstanding, consolidate with or
merge into any other Person, in either case where the Company is not the
survivor of such transaction, or sell or convey all or substantially all of its
property to any other Person unless the provisions of Article Ten hereof
are complied with.


 


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ARTICLE 5.

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01  COMPANY TO
FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.


 


The Company
will furnish or cause to be furnished to the Trustee (a) within 15 days
after each regular record date (as defined in Section 2.03) a list, in
such form as the Trustee may reasonably require, of the names and addresses
of each of the holders of each series of Securities as of such regular
record date, provided that the Company shall not be obligated to furnish or cause
to furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company 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, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar .


 


Section 5.02  PRESERVATION OF
INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.


 


(a)                                  The Trustee shall
preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)                                 The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new
list so furnished.


 


(c)                                  Securityholders may communicate
as provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the
Securities, and, in connection with any such communications, the Trustee shall
satisfy its obligations under Section 312(b) of the Trust Indenture
Act in accordance with the provisions of Section 312(b) of the Trust
Indenture Act.


 


Section 5.03  REPORTS BY THE
COMPANY.


 


The Company
covenants and agrees to provide a copy to the Trustee, after the Company is
required to file the same with the Securities and Exchange Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Securities and Exchange
Commission may from time to time by rules and regulations prescribe)
that the Company may be required to file with the Securities and Exchange
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act.


 


Section 5.04  REPORTS BY THE
TRUSTEE.


 


(a)                                  On or before July 1
in each year in which any of the Securities are Outstanding, the Trustee shall
transmit by mail, first class postage prepaid, to the


 


20

















 


Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the preceding May 1,
if and to the extent required under Section 313(a) of the Trust
Indenture Act.


 


(b)                                 The Trustee shall comply
with Section 313(b) and 313(c) of the Trust Indenture Act.


 


(c)                                  A copy of each such
report shall, at the time of such transmission to Securityholders, be filed by
the Trustee with the Company, with each securities exchange upon which any
Securities are listed (if so listed) and also with the Securities and Exchange
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any securities exchange.


 


ARTICLE 6.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 6.01  EVENTS OF
DEFAULT.


 


(a)                                  Whenever used herein with
respect to Securities of a particular series, “Event of Default” means any one
or more of the following events that has occurred and is continuing:


 


(i)                                     the Company defaults in
the payment of any installment of interest upon any of the Securities of that
series, as and when the same shall become due and payable, and such default
continues for a period of 90 days; provided, however, that a valid extension of
an interest payment period by the Company in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
interest for this purpose;


 


(ii)                                  the Company defaults in
the payment of the principal of (or premium, if any, on) any of the Securities
of that series as and when the same shall become due and payable whether
at maturity, upon redemption, by declaration or otherwise, or in any payment
required by any sinking or analogous fund established with respect to that
series; provided, however, that a valid extension of the maturity of such
Securities in accordance with the terms of any indenture supplemental hereto
shall not constitute a default in the payment of principal or premium, if any;


 


(iii)                               the Company fails to observe or perform any
other of its covenants or agreements with respect to that series contained
in this Indenture or otherwise established with respect to that series of
Securities pursuant to Section 2.01 hereof (other than a covenant or
agreement that has been expressly included in this Indenture solely for the
benefit of one or more series of Securities other than such series) for a
period of 90 days after the date on which written notice of such failure,
requiring the same to be remedied and stating that such notice is a “Notice of
Default” hereunder, shall have been given to the Company by the Trustee, by
registered or certified mail, or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the Securities of that series at
the time Outstanding;


 


21

















 


(iv)                              the Company pursuant to or within the meaning of
any Bankruptcy Law (i) commences a voluntary case, (ii) consents to
the entry of an order for relief against it in an involuntary case, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors; or


 


(v)                                 a court of competent
jurisdiction enters an order under any Bankruptcy Law that (i) is for
relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company for all or substantially all of its property or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.


 


(b)                                 In each and every such
case (other than an Event of Default specified in clause (a)(iv) or clause
(a)(v) above), unless the principal of all the Securities of that series shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by such Securityholders), may declare the principal of (and
premium, if any, on) and accrued and unpaid interest on all the Securities of
that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable. If
an Event of Default specified in clause (a)(iv) or clause (a)(v) above
occurs, the principal of and accrued and unpaid interest on all the Securities of
that series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the Securities.


 


(c)                                  At any time after the
principal of (and premium, if any, on) and accrued and unpaid interest on the
Securities of that series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in
aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if: (i) the Company has paid
or deposited with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of that series and the principal of
(and premium, if any, on) any and all Securities of that series that shall
have become due other than the nonpayment of accelerated principal, premium, if
any, or interest that has become due solely because of such acceleration (with
interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Securities of that series to
the date of such payment or deposit) and the amount payable to the Trustee
under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal
on (and premium, if any, on) and accrued and unpaid interest on Securities of
that series that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06.


 


No such
rescission and annulment shall extend to or shall affect any subsequent default
or impair any right consequent thereon.


 


(d)                                 In case the Trustee shall
have proceeded to enforce any right with respect to Securities of that series under
this Indenture and such proceedings shall have been


 


22

















 


discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case, subject to any
determination in such proceedings, the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.


 


Section 6.02  COLLECTION OF
INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.


 


(a)                                  The Company covenants
that (i) in case it shall default in the payment of any installment of
interest on any of the Securities of a series, or in any payment required by
any sinking or analogous fund established with respect to that series as
and when the same shall have become due and payable, and such default shall have
continued for a period of 90 business days, or (ii) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of a series or upon redemption or
upon declaration or otherwise then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the Securities of that
series, the whole amount that then shall have been become due and payable on
all such Securities for principal (and premium, if any) or interest, or both, as
the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in
the Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06.


 


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


 


(c)                                  In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affecting the Company, or its
creditors or property, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file
such proofs of claim and other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by
the Company under the Indenture at the date of institution of such proceedings
and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same
after the deduction of the amounts payable to the Trustee under Section 7.06;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make
such payments to the Trustee, and, in


 


23

















 


the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.


 


(d)                                 All rights of action and
of asserting claims under this Indenture, or under any of the terms established
with respect to Securities of that series, may be enforced by the Trustee
without the possession of any of such Securities, or the production thereof at
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for payment
to the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series.


 


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


 


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


 


Section 6.03  APPLICATION OF
MONEYS COLLECTED.


 


Any moneys
collected by the Trustee pursuant to this Article with respect to a
particular series of Securities shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


FIRST: To the
payment of all indebtedness of the Company to which such series of
Securities is subordinated to the extent required by Section 7.06 and Article Fourteen;


 


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


 


THIRD: To the
payment of the remainder, if any, to the Company or any other Person lawfully
entitled thereto.


 


24

















 


Section 6.04  LIMITATION ON
SUITS.


 


No holder of
any Security of any series shall have any right by virtue or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(i) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the
Securities of such series specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder; (iii) such holder or holders shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby; (iv) the
Trustee for 90 days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding and
(v) during such 90 day period, the holders of a majority in principal
amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.


 


Notwithstanding
anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood, intended
and covenanted by the taker and holder of every Security of such series with
every other such taker and holder and the Trustee, that no one or more holders
of Securities of such series shall have any right in any manner whatsoever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.


 


Section 6.05  RIGHTS AND
REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.


 


(a)                                  Except as otherwise
provided in Section 2.07, all powers and remedies given by this Article to
the Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Securities, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to such
Securities.


 


(b)                                 No delay or omission of
the Trustee or of any holder of any of the Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article or by law to the Trustee or
the Securityholders


 


25

















 


may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.


 


Section 6.06  CONTROL BY
SECURITYHOLDERS.


 


The holders of
a majority in aggregate principal amount of the Securities of any series at
the time Outstanding, determined in accordance with Section 8.04, 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 such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture. Subject to the provisions of Section 7.01, 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 officers of the Trustee, determine that
the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture
Act, would involve the Trustee in personal liability or might be unduly
prejudicial to the Securityholders not involved in the proceeding. The holders
of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding affected thereby, determined in accordance with Section 8.04,
may on behalf of the holders of all of the Securities of such series waive
any past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and
its consequences, except a default in the payment of the principal of, or
premium, if any, or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than
by acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been deposited
with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver,
the default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.


 


Section 6.07  UNDERTAKING TO
PAY COSTS.


 


All parties to
this Indenture agree, and each holder of any Securities by such holder’s
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
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 shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any
Security of such series, on or after the respective due dates expressed in such
Security or established pursuant to this Indenture.


 


26

















 


ARTICLE 7.

CONCERNING THE TRUSTEE


 


Section 7.01  CERTAIN DUTIES
AND RESPONSIBILITIES OF TRUSTEE.


 


(a)                                  The Trustee, prior to the
occurrence of an Event of Default with respect to the Securities of a series and
after the curing of all Events of Default with respect to the Securities of
that series that may have occurred, shall undertake to perform with
respect to the Securities of such series such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants shall
be read into this Indenture against the Trustee. In case an Event of Default
with respect to the Securities of a series has occurred (that has not been
cured or waived), the Trustee shall exercise with respect to Securities of that
series 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.


 


(b)                                 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:


 


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


 


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


 


and


 


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


 


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


 


(iii)                               the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction
of the holders of not less


 


27

















 


than a majority in aggregate principal amount of the Securities
of any series at the time Outstanding 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 Securities of that series; and


 


(iv)                              none of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers if there is
reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.


 


Section 7.02  CERTAIN RIGHTS
OF TRUSTEE.


 


Except as
otherwise provided in Section 7.01:


 


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


 


(b)                                 Any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced
by a Board Resolution or an instrument signed in the name of the Company by any
authorized officer of the Company (unless other evidence in respect thereof is
specifically prescribed herein);


 


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


 


(d)                                 The Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived), to exercise with respect to
Securities of that series such of the rights and powers vested in it by
this Indenture, and to 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;


 


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


 


(f)                                    The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security, or other papers or
documents, unless requested


 


28

















 


in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Securities of the particular series affected
thereby (determined as provided in Section 8.04); provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand; and


 


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


 


In addition,
the Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (1) any Event of Default occurring pursuant to Sections
6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event of
Default of which the Trustee shall have received written notification in the manner
set forth in this Indenture or a Responsible Officer of the Trustee shall have
obtained actual knowledge. Delivery of reports, information and documents to
the Trustee under Section 5.03 is for informational purposes only and the information
and the Trustee’s receipt of the foregoing shall not constitute constructive
notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their
covenants thereunder (as to which the Trustee is entitled to rely exclusively
on an Officers’ Certificate).


 


Section 7.03  TRUSTEE NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.


 


(a)                                  The recitals contained
herein and in the Securities shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same.


 


(b)                                 The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.


 


(c)                                  The Trustee shall not be
accountable for the use or application by the Company of any of the Securities
or of the proceeds of such Securities, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use or
application of any moneys received by any paying agent other than the Trustee.


 


Section 7.04  MAY HOLD
SECURITIES.


 


The Trustee or
any paying agent or Security Registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.


 


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Section 7.05  MONEYS HELD IN
TRUST.


 


Subject to the
provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any moneys received by it hereunder except such as it may agree
with the Company to pay thereon.


 


Section 7.06  COMPENSATION AND
REIMBURSEMENT.


 


(a)                                  The Company covenants and
agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as the Company and
the Trustee may from time to time agree in writing, for all services
rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ), except any such expense, disbursement or advance as may arise
from its negligence or bad faith and except as the Company and Trustee may from
time to time agree in writing. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Trustee and arising out of or in connection
with the acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim of liability in the
premises.


 


(b)                                 The obligations of the
Company under this Section to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for reasonable expenses, disbursements and
advances shall constitute indebtedness of the Company to which the Securities
are subordinated. Such additional indebtedness shall be secured by a lien prior
to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.


 


Section 7.07  RELIANCE ON
OFFICERS’ CERTIFICATE.


 


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


 


30

















 


Section 7.08 
DISQUALIFICATION; CONFLICTING INTERESTS.


 


If the Trustee
has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the Trustee and the Company shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


Section 7.09  CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall at
all times be a Trustee with respect to the Securities issued hereunder which
shall at all times be a corporation organized and doing business under the laws
of the United States of America or any state or territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Securities and Exchange Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.


 


If such
corporation or other Person 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 or other Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.


 


Section 7.10  RESIGNATION AND
REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a)                                  The Trustee or any
successor hereafter appointed may at any time resign with respect to the
Securities of one or more series by giving written notice thereof to the
Company and by transmitting notice of resignation by mail, first class postage
prepaid, to the Securityholders of such series, as their names and addresses
appear upon the Security Register.


 


Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to Securities of such series by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing 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 Securities of such
series, or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may on behalf
of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)                                 IN CASE AT ANY TIME ANY ONE OF THE FOLLOWING SHALL
OCCUR:


 


31

















 


(i)                                     the Trustee shall fail to
comply with the provisions of Section 7.08 after written request therefor
by the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months; or


 


(ii)                                  the Trustee shall cease
to be eligible in accordance with the provisions of Section 7.09 and shall
fail to resign after written request therefor by the Company or by any such
Securityholder; or


 


(iii)                               the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence
a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its
property shall be appointed or consented to, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation;


 


then, in any
such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months may, on behalf of that holder and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.


 


(c)                                  The holders of a majority
in aggregate principal amount of the Securities of any series at the time
Outstanding may at any time remove the Trustee with respect to such series by
so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the consent of the Company.


 


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


 


(e)                                  Any successor trustee appointed
pursuant to this Section may be appointed with respect to the
Securities of one or more series or all of such series, and at any time
there shall be only one Trustee with respect to the Securities of any
particular series.


 


Section 7.11  ACCEPTANCE OF
APPOINTMENT BY SUCCESSOR.


 


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


 


32

















 


Trustee and shall duly assign, transfer and deliver
to such successor trustee all property and money held by such retiring Trustee
hereunder.


 


(b)                                 In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (ii) shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (iii) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, 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 that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such
successor trustee relates have no further responsibility for the exercise of
rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates.


 


(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.


 


(e)                                  Upon acceptance of
appointment by a successor trustee as provided in this Section, the Company
shall transmit notice of the succession of such trustee hereunder by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the
expense of the Company.


 


33

















 


Section 7.12  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 the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case any 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
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


 


Section 7.13  PREFERENTIAL
COLLECTION OF CLAIMS AGAINST THE COMPANY.


 


The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein.


 


Section 7.14  NOTICE OF
DEFAULT


 


If any Default
or any Event of Default occurs and is continuing and if such Default or Event
of Default is known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Securityholder in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act notice of the Default or Event of Default within 45
days after it occurs, unless such Default or Event of Default has been cured; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Security, 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 determine that the withholding of such
notice is in the interest of the Securityholders.


 


ARTICLE 8.

CONCERNING THE SECURITYHOLDERS


 


Section 8.01  EVIDENCE OF
ACTION BY SECURITYHOLDERS.


 


Whenever in
this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or other specified
percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in person or by agent or proxy
appointed in writing.


 


34

















 


If the Company
shall solicit from the Securityholders of any series any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers’ Certificate, fix in advance a
record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the
record date, but only the Securityholders of record at the close of business on
the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall
be computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.


 


Section 8.02  PROOF OF
EXECUTION BY SECURITYHOLDERS.


 


Subject to the
provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:


 


(a)                                  The fact and date of the
execution by any such Person of any instrument may be proved in any reasonable
manner acceptable to the Trustee.


 


(b)                                 The ownership of
Securities shall be proved by the Security Register of such Securities or by a
certificate of the Security Registrar thereof.


 


The Trustee may require
such additional proof of any matter referred to in this Section as it
shall deem necessary.


 


Section 8.03  WHO MAY BE
DEEMED OWNERS.


 


Prior to the
due presentment for registration of transfer of any Security, the Company, the
Trustee, any paying agent and any Security Registrar may deem and treat
the Person in whose name such Security shall be registered upon the books of
the Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.


 


Section 8.04  CERTAIN
SECURITIES OWNED BY COMPANY DISREGARDED.


 


In determining
whether the holders of the requisite aggregate principal amount of Securities
of a particular series have concurred in any direction, consent or waiver
under this


 


35

















 


Indenture, the
Securities of that series that are owned by the Company or any other
obligor on the Securities of that series or by any Person directly or
indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall
be so disregarded. The Securities so owned that have been pledged in good faith
may be regarded as Outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not a Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.


 


Section 8.05  ACTIONS BINDING
ON FUTURE SECURITYHOLDERS.


 


At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the holders of the majority or other specified percentage
in aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action, any holder of a Security of
that series that is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written
notice with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and
of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in
regard thereto is made upon such Security. Any action taken by the holders of
the majority or other specified percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Securities of that series.


 


ARTICLE 9.

SUPPLEMENTAL INDENTURES


 


Section 9.01  SUPPLEMENTAL
INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.


 


In addition to
any supplemental indenture otherwise authorized by this Indenture, the Company
and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent
of the Securityholders, for one or more of the following purposes:


 


(a)                                  to cure any ambiguity,
defect, or inconsistency herein or in the Securities of any series;


 


(b)                                 to comply with Article 10;


 


36

















 


(c)                                  to provide for
uncertificated Securities in addition to or in place of certificated
Securities;


 


(d)                                 to add to the covenants,
restrictions, conditions or provisions relating to the Company for the benefit
of the holders of all or any series of Securities (and if such covenants,
restrictions, conditions or provisions are to be for the benefit of less than
all series of Securities, stating that such covenants, restrictions,
conditions or provisions are expressly being included solely for the benefit of
such series), to make the occurrence, or the occurrence and the continuance, of
a default in any such additional covenants, restrictions, conditions or
provisions an Event of Default, or to surrender any right or power herein
conferred upon the Company;


 


(e)                                  to add to, delete from,
or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication, and delivery of
Securities, as herein set forth;


 


(f)                                    to make any change that
does not adversely affect the rights of any Securityholder in any material
respect;


 


(g)                                 to provide for the
issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish
the form of any certifications required to be furnished pursuant to the
terms of this Indenture or any series of Securities, or to add to the
rights of the holders of any series of Securities;


 


(h)                                 to evidence and provide
for the acceptance of appointment hereunder by a successor trustee; or


 


(i)                                     to comply with any
requirements of the Securities and Exchange Commission or any successor in
connection with the qualification of this Indenture under the Trust Indenture
Act.


 


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


 


Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.


 


Section 9.02  SUPPLEMENTAL
INDENTURES WITH CONSENT OF SECURITYHOLDERS.


 


With the
consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series affected
by such supplemental indenture or indentures at the time Outstanding, the
Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust


 


37

















 


Indenture Act
as then in effect) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner not covered by Section 9.01
the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the holders of each Security then Outstanding and affected
thereby, (a) extend the fixed maturity of any Securities of any series, or
reduce the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, or reduce any premium payable upon the redemption thereof
or (b) reduce the aforesaid percentage of Securities, the holders of which
are required to consent to any such supplemental indenture.


 


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


 


Section 9.03  EFFECT OF
SUPPLEMENTAL INDENTURES.


 


Upon the
execution of any supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, this Indenture shall, with respect to the Securities of
any such series affected thereby, be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of such series shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.


 


Section 9.04  SECURITIES
AFFECTED BY SUPPLEMENTAL INDENTURES.


 


Securities of
any series affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a notation
in form approved by the Company, provided such form meets the
requirements of any securities exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of the series so modified as to conform,
in the opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


 


Section 9.05  EXECUTION OF
SUPPLEMENTAL INDENTURES.


 


Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may, in its discretion, but shall not be obligated to,
enter into such supplemental indenture. The Trustee, subject to the provisions
of Section 7.01, may require delivery of an Officers’ Certificate or
an Opinion of Counsel as conclusive evidence that


 


38

















 


any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Officers’ Certificate or
Opinion of Counsel shall not be required in connection with the execution of a
supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.


 


Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Securityholders of all series affected
thereby as their names and addresses appear upon the Security Register. Any
failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


ARTICLE 10.

SUCCESSOR ENTITY


 


Section 10.01  COMPANY MAY CONSOLIDATE,
ETC.


 


Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other
disposition of the property of the Company or its successor or successors as an
entirety, or substantially as an entirety, to any other corporation (whether or
not affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium,
if any) and interest on all of the Securities of all series in accordance
with the terms of each series, according to their tenor, and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions
of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to
the Trustee executed and delivered to the Trustee by the entity formed by such consolidation,
or into which the Company shall have been merged, or by the entity which shall
have acquired such property.


 


Section 10.02  SUCCESSOR
ENTITY SUBSTITUTED.


 


(a)                                  In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor entity by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
obligations set forth under Section 10.01 on all of the Securities of all series Outstanding,
such successor entity shall succeed to and be substituted for the Company with
the same effect as if it had been


 


39

















 


named as the Company herein, and thereupon the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.


 


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


 


(c)                                  Nothing contained in this
Article shall require any action by the Company in the case of a
consolidation or merger of any Person into the Company where the Company is the
survivor of such transaction, or the acquisition by the Company, by purchase or
otherwise, of all or any part of the property of any other Person (whether
or not affiliated with the Company).


 


Section 10.03  EVIDENCE OF
CONSOLIDATION, ETC. TO TRUSTEE.


 


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


 


ARTICLE 11.

SATISFACTION AND DISCHARGE


 


Section 11.01  SATISFACTION
AND DISCHARGE OF INDENTURE.


 


If at any
time:


 


(a) the
Company shall have delivered to the Trustee for cancellation all Securities of
any series theretofore authenticated and not delivered to the Trustee for
cancellation (other than any Securities that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07
and any Securities for whose payment money or Governmental Obligations have theretofore
been deposited in trust or segregated and held in trust by the Company and
thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05);
or


 


(b) all
such Securities of any particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and


 


(c) the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations or a combination
thereof, sufficient in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay at maturity or upon redemption all Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall
also pay or cause to be paid all other sums payable hereunder with respect to
such series by the Company then


 


40

















 


(d) this
Indenture shall thereupon cease to be of further effect with respect to such series except
for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10,
that shall survive until the date of maturity or redemption date, as the case may be,
and Sections 7.06 and 11.05, that shall survive to such date and thereafter,
and the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging the satisfaction of and
discharge of this Indenture with respect to such series.


 


Section 11.02  DISCHARGE OF
OBLIGATIONS.


 


If at any time
all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described
in Section 11.01 shall have been paid by the Company by depositing
irrevocably with the Trustee as trust funds moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such
Securities of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be,
and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date such
moneys or Governmental Obligations, as the case may be, are deposited with
the Trustee the obligations of the Company under this Indenture with respect to
such series shall cease to be of further effect except for the provisions
of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof
that shall survive until such Securities shall mature and be paid.


 


Thereafter,
Sections 7.06 and 11.05 shall survive.


 


Section 11.03  DEPOSITED
MONEYS TO BE HELD IN TRUST.


 


All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 11.01
or 11.02 shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the Company acting as
its own paying agent), to the holders of the particular series of
Securities for the payment or redemption of which such moneys or Governmental Obligations
have been deposited with the Trustee.


 


Section 11.04  PAYMENT OF
MONEYS HELD BY PAYING AGENTS.


 


In connection
with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.


 


Section 11.05  REPAYMENT TO
COMPANY.


 


Any moneys or
Governmental Obligations deposited with any paying agent or the Trustee, or
then held by the Company, in trust for payment of principal of or premium, if
any, or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable,


 


41

















 


or such other
shorter period set forth in applicable escheat or abandoned or unclaimed
property law, shall be repaid to the Company on May 31 of each year or upon
the Company’s request or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as a general creditor, look only to the Company for the payment
thereof.


 


ARTICLE 12.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01  NO RECOURSE.


 


No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of
any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or director, past,
present or future as such, of the Company or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that 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 of any predecessor
or 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 of the Securities
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 of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the
issuance of such Securities.


 


ARTICLE 13.

MISCELLANEOUS PROVISIONS


 


Section 13.01  EFFECT ON
SUCCESSORS AND ASSIGNS.


 


All the
covenants, stipulations, promises and agreements in this Indenture made by or
on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.


 


Section 13.02  ACTIONS BY
SUCCESSOR.


 


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


 


42

















 


Section 13.03  SURRENDER OF
COMPANY POWERS.


 


The Company by
instrument in writing executed by authority of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved to the Company,
and thereupon such power so surrendered shall terminate both as to the Company
and as to any successor corporation.


 


Section 13.04  NOTICES.


 


Except as
otherwise expressly provided herein, any notice, request or demand that by any
provision of this Indenture is required or permitted to be given, made or
served by the Trustee or by the holders of Securities or by any other Person
pursuant to this Indenture to or on the Company may be given or served by
being deposited in first class mail, postage prepaid, addressed (until another
address is filed in writing by the Company with the Trustee), as follows:                                                                                      .
Any notice, election, request or demand by the Company or any Securityholder or
by any other Person pursuant to this Indenture to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.


 


Section 13.05  GOVERNING LAW.


 


This Indenture
and each Security shall be deemed to be a contract made under the internal laws
of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State, except to the extent that the Trust Indenture Act
is applicable.


 


Section 13.06  TREATMENT OF
SECURITIES AS DEBT.


 


It is intended
that the Securities will be treated as indebtedness and not as equity for
federal income tax purposes. The provisions of this Indenture shall be
interpreted to further this intention.


 


Section 13.07  CERTIFICATES
AND OPINIONS AS TO CONDITIONS PRECEDENT.


 


(a)                                  Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent provided for in
this Indenture (other than the certificate to be delivered pursuant to Section 13.12)
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.


 


(b)                                 Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant in this Indenture shall
include (i) a statement that the Person making such certificate or opinion
has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (iii) a


 


43

















 


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


 


Section 13.08  PAYMENTS ON
BUSINESS DAYS.


 


Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and
premium, if any) may be made on the next succeeding Business Day with the same
force and effect as if made on the nominal date of maturity or redemption, and
no interest shall accrue for the period after such nominal date.


 


Section 13.09  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 Sections 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.


 


Section 13.10  COUNTERPARTS.


 


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


 


Section 13.11  SEPARABILITY.


 


In case any
one or more of the provisions contained in this Indenture or in the Securities
of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


 


Section 13.12  COMPLIANCE
CERTIFICATES.


 


The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year
during which any Securities of any series were outstanding, an officer’s
certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal year. Such certificate shall contain a
certification from the principal executive officer, principal financial officer
or principal accounting officer of the Company that a review has been conducted
of the activities of the Company and the Company’s performance under this
Indenture and that the Company has complied with all conditions and covenants
under this Indenture. For purposes of this Section 13.12, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture. If the officer of the Company signing
such certificate has knowledge of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.


 


44

















 


ARTICLE 14.

SUBORDINATION OF SECURITIES


 


Section 14.01  SUBORDINATION
TERMS.


 


The payment by
the Company of the principal of, premium, if any, and interest on any series of
securities issued hereunder shall be subordinated to the extent set forth in an
indenture supplemental hereto relating to such Securities.


 


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


 


	
   

  	
  ATLANTIC TELE-NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [TRUSTEE], as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


45

















 


CROSS-REFERENCE TABLE (1)


 


	
  SECTION OF
  TRUST INDENTURE

  ACT OF 1939, AS AMENDED

  	
   

  	
  SECTION OF INDENTURE

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  7.09

  
	
  310(b)

  	
   

  	
  7.08, 7.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  7.13

  
	
  311(b)

  	
   

  	
  7.13

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  5.01, 5.02(a)

  
	
  312(b)

  	
   

  	
  5.02(c)

  
	
  312(c)

  	
   

  	
  5.02(c)

  
	
  313(a)

  	
   

  	
  5.04(a)

  
	
  313(b)

  	
   

  	
  5.04(b)

  
	
  313(c)

  	
   

  	
  5.04(a), 5.04(b)

  
	
  313(d)

  	
   

  	
  5.04(c)

  
	
  314(a)

  	
   

  	
  5.03, 13.12

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  13.07(a)

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  13.07(b)

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  7.01(a), 7.01(b)

  
	
  315(b)

  	
   

  	
  7.14

  
	
  315(c)

  	
   

  	
  7.01

  
	
  315(d)

  	
   

  	
  7.01(b)

  
	
  315(e)

  	
   

  	
  6.07

  
	
  316(a)

  	
   

  	
  6.06, 8.04

  
	
  316(b)

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
  8.01

  
	
  317(a)

  	
   

  	
  6.02

  
	
  317(b)

  	
   

  	
  4.03

  
	
  318(a)

  	
   

  	
  13.09

  



 






(1) This Cross-Reference Table does not constitute part of
the Indenture and shall not have any bearing on the interpretation of any of
its terms or provisions.


 


46