EXHIBIT 4.8


 


ATLANTIC TELE-NETWORK, INC.


 


ISSUER


 


AND


 


[TRUSTEE],


 


TRUSTEE


 






 


INDENTURE


 


DATED AS OF [                  ],
200   


 






 


SENIOR DEBT SECURITIES


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1.

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  Section
  1.01.

  	
  DEFINITIONS
  OF TERMS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
   

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

  	
  5

  
	
   

  	
  Section
  2.01.

  	
  DESIGNATION
  AND TERMS OF SECURITIES

  	
  5

  
	
   

  	
  Section
  2.02.

  	
  FORM OF
  SECURITIES AND TRUSTEE’S CERTIFICATE

  	
  7

  
	
   

  	
  Section
  2.03.

  	
  DENOMINATIONS:
  PROVISIONS FOR PAYMENT

  	
  7

  
	
   

  	
  Section
  2.04.

  	
  EXECUTION
  AND AUTHENTICATIONS

  	
  9

  
	
   

  	
  Section
  2.05.

  	
  REGISTRATION
  OF TRANSFER AND EXCHANGE

  	
  10

  
	
   

  	
  Section
  2.06.

  	
  TEMPORARY
  SECURITIES

  	
  11

  
	
   

  	
  Section
  2.07.

  	
  MUTILATED,
  DESTROYED, LOST OR STOLEN SECURITIES

  	
  11

  
	
   

  	
  Section
  2.08.

  	
  CANCELLATION

  	
  12

  
	
   

  	
  Section
  2.09.

  	
  BENEFITS OF
  INDENTURE

  	
  12

  
	
   

  	
  Section
  2.10.

  	
  AUTHENTICATING
  AGENT

  	
  12

  
	
   

  	
  Section
  2.11.

  	
  GLOBAL
  SECURITIES

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
   

  	
  REDEMPTION
  OF SECURITIES AND SINKING FUND PROVISIONS

  	
  14

  
	
   

  	
  Section
  3.01.

  	
  REDEMPTION

  	
  14

  
	
   

  	
  Section
  3.02.

  	
  NOTICE OF
  REDEMPTION

  	
  14

  
	
   

  	
  Section
  3.03.

  	
  PAYMENT UPON
  REDEMPTION

  	
  15

  
	
   

  	
  Section
  3.04.

  	
  SINKING FUND

  	
  16

  
	
   

  	
  Section
  3.05.

  	
  SATISFACTION
  OF SINKING FUND PAYMENTS WITH SECURITIES

  	
  16

  
	
   

  	
  Section
  3.06.

  	
  REDEMPTION
  OF SECURITIES FOR SINKING FUND

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
   

  	
  COVENANTS

  	
  17

  
	
   

  	
  Section
  4.01.

  	
  PAYMENT OF
  PRINCIPAL, PREMIUM AND INTEREST

  	
  17

  
	
   

  	
  Section
  4.02.

  	
  MAINTENANCE
  OF OFFICE OR AGENCY

  	
  17

  
	
   

  	
  Section
  4.03.

  	
  PAYING
  AGENTS

  	
  17

  
	
   

  	
  Section
  4.04.

  	
  APPOINTMENT
  TO FILL VACANCY IN OFFICE OF TRUSTEE

  	
  18

  
	
   

  	
  Section
  4.05.

  	
  COMPLIANCE
  WITH CONSOLIDATION PROVISIONS

  	
  18

  
							



 


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  Page

  
	
   

  	
   

  
	
  ARTICLE 5.

  	
   

  	
  SECURITYHOLDERS’
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
  18

  
	
   

  	
  Section
  5.01.

  	
  COMPANY TO
  FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS

  	
  18

  
	
   

  	
  Section 5.02.

  	
  PRESERVATION
  OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS

  	
  19

  
	
   

  	
  Section
  5.03.

  	
  REPORTS BY
  THE COMPANY

  	
  19

  
	
   

  	
  Section
  5.04.

  	
  REPORTS BY
  THE TRUSTEE

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
   

  	
  REMEDIES OF
  THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  20

  
	
   

  	
  Section
  6.01.

  	
  EVENTS OF
  DEFAULT

  	
  20

  
	
   

  	
  Section
  6.02.

  	
  COLLECTION
  OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

  	
  22

  
	
   

  	
  Section
  6.03.

  	
  APPLICATION
  OF MONEYS COLLECTED

  	
  23

  
	
   

  	
  Section
  6.04.

  	
  LIMITATION
  ON SUITS

  	
  23

  
	
   

  	
  Section
  6.05.

  	
  RIGHTS AND
  REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER

  	
  24

  
	
   

  	
  Section
  6.06.

  	
  CONTROL BY
  SECURITYHOLDERS

  	
  24

  
	
   

  	
  Section
  6.07.

  	
  UNDERTAKING
  TO PAY COSTS

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
   

  	
  CONCERNING
  THE TRUSTEE

  	
  25

  
	
   

  	
  Section
  7.01.

  	
  CERTAIN
  DUTIES AND RESPONSIBILITIES OF TRUSTEE

  	
  25

  
	
   

  	
  Section
  7.02.

  	
  CERTAIN
  RIGHTS OF TRUSTEE

  	
  27

  
	
   

  	
  Section
  7.03.

  	
  TRUSTEE NOT
  RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES

  	
  28

  
	
   

  	
  Section
  7.04.

  	
  MAY HOLD
  SECURITIES

  	
  28

  
	
   

  	
  Section
  7.05.

  	
  MONEYS HELD
  IN TRUST

  	
  28

  
	
   

  	
  Section
  7.06.

  	
  COMPENSATION
  AND REIMBURSEMENT

  	
  29

  
	
   

  	
  Section
  7.07.

  	
  RELIANCE ON
  OFFICERS’ CERTIFICATE

  	
  29

  
	
   

  	
  Section
  7.08.

  	
  DISQUALIFICATION;
  CONFLICTING INTERESTS

  	
  29

  
	
   

  	
  Section
  7.09.

  	
  CORPORATE
  TRUSTEE REQUIRED; ELIGIBILITY

  	
  29

  
	
   

  	
  Section
  7.10.

  	
  RESIGNATION
  AND REMOVAL; APPOINTMENT OF SUCCESSOR

  	
  30

  
								



 


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  Page

  
	
   

  	
   

  
	
   

  	
  Section
  7.11.

  	
  ACCEPTANCE
  OF APPOINTMENT BY SUCCESSOR

  	
  31

  
	
   

  	
  Section
  7.12.

  	
  MERGER,
  CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

  	
  32

  
	
   

  	
  Section
  7.13.

  	
  PREFERENTIAL
  COLLECTION OF CLAIMS AGAINST THE COMPANY

  	
  33

  
	
   

  	
  Section
  7.14.

  	
  NOTICE OF
  DEFAULT

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
   

  	
  CONCERNING
  THE SECURITYHOLDERS

  	
  33

  
	
   

  	
  Section
  8.01.

  	
  EVIDENCE OF
  ACTION BY SECURITYHOLDERS

  	
  33

  
	
   

  	
  Section
  8.02.

  	
  PROOF OF
  EXECUTION BY SECURITYHOLDERS

  	
  34

  
	
   

  	
  Section
  8.03.

  	
  WHO MAY BE
  DEEMED OWNERS

  	
  34

  
	
   

  	
  Section
  8.04.

  	
  CERTAIN
  SECURITIES OWNED BY COMPANY DISREGARDED

  	
  34

  
	
   

  	
  Section
  8.05.

  	
  ACTIONS
  BINDING ON FUTURE SECURITYHOLDERS

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
   

  	
  SUPPLEMENTAL
  INDENTURES

  	
  35

  
	
   

  	
  Section
  9.01.

  	
  SUPPLEMENTAL
  INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS

  	
  35

  
	
   

  	
  Section
  9.02.

  	
  SUPPLEMENTAL
  INDENTURES WITH CONSENT OF SECURITYHOLDERS

  	
  36

  
	
   

  	
  Section
  9.03.

  	
  EFFECT OF
  SUPPLEMENTAL INDENTURES

  	
  37

  
	
   

  	
  Section
  9.04.

  	
  SECURITIES
  AFFECTED BY SUPPLEMENTAL INDENTURES

  	
  37

  
	
   

  	
  Section
  9.05.

  	
  EXECUTION OF
  SUPPLEMENTAL INDENTURES

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
   

  	
  SUCCESSOR
  ENTITY

  	
  38

  
	
   

  	
  Section
  10.01.

  	
  COMPANY MAY
  CONSOLIDATE, ETC

  	
  38

  
	
   

  	
  Section
  10.02.

  	
  SUCCESSOR
  ENTITY SUBSTITUTED

  	
  38

  
	
   

  	
  Section
  10.03.

  	
  EVIDENCE OF
  CONSOLIDATION, ETC. TO TRUSTEE

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
   

  	
  SATISFACTION
  AND DISCHARGE

  	
  39

  
	
   

  	
  Section
  11.01.

  	
  SATISFACTION
  AND DISCHARGE OF INDENTURE

  	
  39

  
	
   

  	
  Section
  11.02.

  	
  DISCHARGE OF
  OBLIGATIONS

  	
  39

  
	
   

  	
  Section
  11.03.

  	
  DEPOSITED
  MONEYS TO BE HELD IN TRUST

  	
  40

  
	
   

  	
  Section
  11.04.

  	
  PAYMENT OF
  MONEYS HELD BY PAYING AGENTS

  	
  40

  
	
   

  	
  Section
  11.05.

  	
  REPAYMENT TO
  COMPANY

  	
  40

  
										



 


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  Page

  
	
   

  	
   

  
	
  ARTICLE 12.

  	
   

  	
  IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  41

  
	
   

  	
  Section
  12.01.

  	
  NO RECOURSE

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
   

  	
  MISCELLANEOUS
  PROVISIONS

  	
  41

  
	
   

  	
  Section
  13.01.

  	
  EFFECT ON
  SUCCESSORS AND ASSIGNS

  	
  41

  
	
   

  	
  Section
  13.02.

  	
  ACTIONS BY
  SUCCESSOR

  	
  41

  
	
   

  	
  Section
  13.03.

  	
  SURRENDER OF
  COMPANY POWERS

  	
  41

  
	
   

  	
  Section
  13.04.

  	
  NOTICES

  	
  41

  
	
   

  	
  Section
  13.05.

  	
  GOVERNING
  LAW

  	
  42

  
	
   

  	
  Section
  13.06.

  	
  TREATMENT OF
  SECURITIES AS DEBT

  	
  42

  
	
   

  	
  Section
  13.07.

  	
  CERTIFICATES
  AND OPINIONS AS TO CONDITIONS PRECEDENT

  	
  42

  
	
   

  	
  Section
  13.08.

  	
  PAYMENTS ON
  BUSINESS DAYS

  	
  42

  
	
   

  	
  Section
  13.09.

  	
  CONFLICT
  WITH TRUST INDENTURE ACT

  	
  43

  
	
   

  	
  Section
  13.10.

  	
  COUNTERPARTS

  	
  43

  
	
   

  	
  Section
  13.11.

  	
  SEPARABILITY

  	
  43

  
	
   

  	
  Section
  13.12.

  	
  COMPLIANCE
  CERTIFICATES

  	
  43

  
						



 


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 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 the 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 


 


2

















 


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.


 


3

















 


“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 


 


4

















 


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 


 


5

















 


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;


 


6

















 


(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; and


 


(xviii)      any
restrictions on transfer, sale or assignment 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(a)(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 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 


 


7

















 


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 (i) or
clause (ii) below:


 


(i)            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.


 


(ii)           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 


 


8

















 


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.


 


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.


 


9

















 


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)           (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 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.


 


10

















 


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 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.


 


11

















 


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 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.


 


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 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 


 


12

















 


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 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 


 


13

















 


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 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 


 


14

















 


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 to (but not
including) 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 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 


 


15

















 


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
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.


 


16

















 


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;


 


(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


 


17

















 


(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.


 


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 


 


18

















 


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 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.


 


19

















 


(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;


 


(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


 


20

















 


(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 or accelerated principal, premium, if any, or interest that has
become due solely because of 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 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.


 


21

















 


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 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



 


22

















 


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 reasonable costs and
expenses of collection and of all amounts payable to the Trustee under Section
7.06;


 


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.


 


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 


 


23

















 


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 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 


 


24

















 


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.


 


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 


 


25

















 


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 gross negligence or
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 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 


 


26

















 


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
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


 


27

















 


(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.


 


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.


 


28

















 


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 additional indebtedness hereunder. 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.


 


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 


 


29

















 


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:


 


(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 


 


30

















 


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 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 


 


31

















 


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.


 


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 


 


32

















 


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 other 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.


 


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, 


 


33

















 


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 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 


 


34

















 


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 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 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;


 


(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;


 


35

















 


(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 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 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.


 


36

















 


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 security 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 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.


 


37

















 


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 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).


 


38

















 


SECTION 10.03. EVIDENCE OF CONSOLIDATION, ETC. TO
TRUSTEE.


 


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 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


 


(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 


 


39

















 


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, 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.


 


40

















 


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.


 


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, 


 


41

















 


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 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 


 


42

















 


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.


 


43

















 


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:

  	
   

  
					



 


44

















 


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.


 


45