Exhibit 4.28


 


[CENVEO, INC.]


[CENVEO CORPORATION]


 


AND


 






 


Trustee


 


INDENTURE


 


Dated as of [             ]


 


Debt Securities


 

















 


Reconciliation and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
  (S)310(a)(1)

  	
   

  	
  6.8

  	
   

  
	
  (a)(2)

  	
   

  	
  6.8

  	
   

  
	
  (b)

  	
   

  	
  6.9

  	
   

  
	
  (S)312(a)

  	
   

  	
  7.1

  	
   

  
	
  (b)

  	
   

  	
  7.2

  	
   

  
	
  (c)

  	
   

  	
  7.2

  	
   

  
	
  (S)313(a)

  	
   

  	
  7.3

  	
   

  
	
  (b)(2)

  	
   

  	
  7.3

  	
   

  
	
  (c)

  	
   

  	
  7.3

  	
   

  
	
  (d)

  	
   

  	
  7.3

  	
   

  
	
  (S)314(a)

  	
   

  	
  7.4

  	
   

  
	
  (c)(1)

  	
   

  	
  1.2

  	
   

  
	
  (c)(2)

  	
   

  	
  1.2

  	
   

  
	
  (e)

  	
   

  	
  1.2

  	
   

  
	
  (f)

  	
   

  	
  1.2

  	
   

  
	
  (S)316(a) (last
  sentence)

  	
   

  	
  1.1

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  (b)

  	
   

  	
  5.8

  	
   

  
	
  (S)317(a)(1)

  	
   

  	
  5.3

  	
   

  
	
  (a)(2)

  	
   

  	
  5.4

  	
   

  
	
  (b)

  	
   

  	
  10.3

  	
   

  
	
  (S)318(a)

  	
   

  	
  1.8

  	
   

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  1

  
	
  Section 1.1

  	
  Section 1.1 Definitions; Rules of Construction

  	
   

  	
  1

  
	
  Section 1.2

  	
  Compliance Certificates and Opinions

  	
   

  	
  11

  
	
  Section 1.3

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  11

  
	
  Section 1.4

  	
  Acts of Holders

  	
   

  	
  12

  
	
  Section 1.5

  	
  Notices, etc., to Trustee and Company

  	
   

  	
  13

  
	
  Section 1.6

  	
  Notice to Holders of Securities; Waiver

  	
   

  	
  14

  
	
  Section 1.7

  	
  Language of Notices

  	
   

  	
  14

  
	
  Section 1.8

  	
  Incorporation by Reference of Trust Indenture Act; Trust
  Indenture Act Controls

  	
   

  	
  14

  
	
  Section 1.9

  	
  Effect of Headings and Table of Contents

  	
   

  	
  15

  
	
  Section 1.10

  	
  Successors and Assigns

  	
   

  	
  15

  
	
  Section 1.11

  	
  Separability Clause

  	
   

  	
  15

  
	
  Section 1.12

  	
  Benefits of Indenture

  	
   

  	
  15

  
	
  Section 1.13

  	
  Governing Law; Waiver of Trial by Jury

  	
   

  	
  15

  
	
  Section 1.14

  	
  Legal Holidays

  	
   

  	
  16

  
	
  Section 1.15

  	
  Counterparts

  	
   

  	
  16

  
	
  Section 1.16

  	
  Judgment Currency

  	
   

  	
  16

  
	
  Section 1.17

  	
  Limitation on Individual Liability

  	
   

  	
  17

  
	
  ARTICLE 2

  	
  SECURITIES FORMS

  	
   

  	
  17

  
	
  Section 2.1

  	
  Forms Generally

  	
   

  	
  17

  
	
  Section 2.2

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  18

  
	
  Section 2.3

  	
  Securities in Global Form

  	
   

  	
  18

  
	
  ARTICLE 3

  	
  THE SECURITIES

  	
   

  	
  19

  
	
  Section 3.1

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  19

  
	
  Section 3.2

  	
  Currency; Denominations

  	
   

  	
  22

  
	
  Section 3.3

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  23

  
	
  Section 3.4

  	
  Temporary Securities

  	
   

  	
  24

  
	
  Section 3.5

  	
  Registration, Transfer and Exchange

  	
   

  	
  24

  
	
  Section 3.6

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  28

  



 


i

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 3.7

  	
  Payment of Interest and Certain Additional Amounts; Rights
  to Interest and Certain Additional Amounts Preserved

  	
   

  	
  29

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
   

  	
  31

  
	
  Section 3.9

  	
  Cancellation

  	
   

  	
  31

  
	
  Section 3.10

  	
  Computation of Interest

  	
   

  	
  31

  
	
  Section 3.11

  	
  CUSIP and ISIN Numbers

  	
   

  	
  31

  
	
  ARTICLE 4

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  	
  32

  
	
  Section 4.1

  	
  Satisfaction and Discharge

  	
   

  	
  32

  
	
  Section 4.2

  	
  Defeasance and Covenant Defeasance

  	
   

  	
  33

  
	
  Section 4.3

  	
  Application of Trust Money

  	
   

  	
  36

  
	
  Section 4.4

  	
  Qualifying Trustee

  	
   

  	
  37

  
	
  ARTICLE 5

  	
  REMEDIES

  	
   

  	
  37

  
	
  Section 5.1

  	
  Events of Default

  	
   

  	
  37

  
	
  Section 5.2

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  38

  
	
  Section 5.3

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
   

  	
  39

  
	
  Section 5.4

  	
  Trustee May File Proofs of Claim

  	
   

  	
  40

  
	
  Section 5.5

  	
  Trustee May Enforce Claims without Possession of
  Securities

  	
   

  	
  41

  
	
  Section 5.6

  	
  Application of Money Collected

  	
   

  	
  41

  
	
  Section 5.7

  	
  Limitations on Suits

  	
   

  	
  41

  
	
  Section 5.8

  	
  Unconditional Right of Holders to Receive Principal and any
  Premium, Interest and Additional Amounts

  	
   

  	
  42

  
	
  Section 5.9

  	
  Restoration of Rights and Remedies

  	
   

  	
  42

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
   

  	
  43

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
   

  	
  43

  
	
  Section 5.12

  	
  Control by Holders of Securities

  	
   

  	
  43

  
	
  Section 5.13

  	
  Waiver of Past or Existing Defaults

  	
   

  	
  43

  
	
  Section 5.14

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  44

  
	
  Section 5.15

  	
  Undertaking for Costs

  	
   

  	
  44

  
	
  ARTICLE 6

  	
  THE TRUSTEE

  	
   

  	
  44

  
	
  Section 6.1

  	
  Certain Duties and Responsibilities

  	
   

  	
  44

  
	
  Section 6.2

  	
  Certain Rights of Trustee

  	
   

  	
  45

  
	
  Section 6.3

  	
  Notice of Defaults

  	
   

  	
  47

  



 


ii

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 6.4

  	
  Not Responsible for Recitals or Issuance of Securities

  	
   

  	
  48

  
	
  Section 6.5

  	
  May Hold Securities

  	
   

  	
  48

  
	
  Section 6.6

  	
  Money Held in Trust

  	
   

  	
  48

  
	
  Section 6.7

  	
  Compensation and Reimbursement

  	
   

  	
  48

  
	
  Section 6.8

  	
  Corporate Trustee Required; Eligibility; Conflicting
  Interests

  	
   

  	
  49

  
	
  Section 6.9

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  50

  
	
  Section 6.10

  	
  Acceptance of Appointment by Successor

  	
   

  	
  51

  
	
  Section 6.11

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  	
  53

  
	
  Section 6.12

  	
  Appointment of Authenticating Agent

  	
   

  	
  53

  
	
  ARTICLE 7

  	
  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  55

  
	
  Section 7.1

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  55

  
	
  Section 7.2

  	
  Preservation of Information; Communications to Holders

  	
   

  	
  55

  
	
  Section 7.3

  	
  Reports by Trustee

  	
   

  	
  55

  
	
  Section 7.4

  	
  Reports by Company

  	
   

  	
  56

  
	
  ARTICLE 8

  	
  CONSOLIDATION, MERGER AND SALES

  	
   

  	
  57

  
	
  Section 8.1

  	
  Company May Consolidate, etc., Only on Certain Terms

  	
   

  	
  57

  
	
  Section 8.2

  	
  Successor Person Substituted for Company

  	
   

  	
  57

  
	
  ARTICLE 9

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  58

  
	
  Section 9.1

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  58

  
	
  Section 9.2

  	
  Supplemental Indentures With Consent of Holders

  	
   

  	
  59

  
	
  Section 9.3

  	
  Execution of Supplemental Indentures

  	
   

  	
  61

  
	
  Section 9.4

  	
  Revocation of Consents

  	
   

  	
  61

  
	
  Section 9.5

  	
  Effect of Supplemental Indentures

  	
   

  	
  61

  
	
  Section 9.6

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  62

  
	
  Section 9.7

  	
  Conformity with Trust Indenture Act

  	
   

  	
  62

  
	
  Section 9.8

  	
  Notice of Supplemental Indenture

  	
   

  	
  62

  
	
  ARTICLE 10

  	
  COVENANTS

  	
   

  	
  62

  
	
  Section 10.1

  	
  Payment of Principal, any Premium, Interest and Additional
  Amounts

  	
   

  	
  62

  
	
  Section 10.2

  	
  Maintenance of Office or Agency

  	
   

  	
  62

  
	
  Section 10.3

  	
  Money for Securities Payments to Be Held in Trust

  	
   

  	
  63

  
	
  Section 10.4

  	
  Additional Amounts

  	
   

  	
  64

  



 


iii

















 


 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 10.5

  	
  Waiver of Certain Covenants

  	
   

  	
  65

  
	
  Section 10.6

  	
  Company Statement as to Compliance

  	
   

  	
  65

  
	
  ARTICLE 11

  	
  REDEMPTION OF SECURITIES

  	
   

  	
  66

  
	
  Section 11.1

  	
  Applicability of Article

  	
   

  	
  66

  
	
  Section 11.2

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  66

  
	
  Section 11.3

  	
  Selection by Trustee of Securities to be Redeemed

  	
   

  	
  66

  
	
  Section 11.4

  	
  Notice of Redemption

  	
   

  	
  67

  
	
  Section 11.5

  	
  Deposit of Redemption Price

  	
   

  	
  68

  
	
  Section 11.6

  	
  Securities Payable on Redemption Date

  	
   

  	
  68

  
	
  Section 11.7

  	
  Securities Redeemed in Part

  	
   

  	
  69

  
	
  Section 11.8

  	
  Repurchases on the Open Market

  	
   

  	
  69

  
	
  ARTICLE 12

  	
  SINKING FUNDS

  	
   

  	
  69

  
	
  Section 12.1

  	
  Applicability of Article

  	
   

  	
  69

  
	
  Section 12.2

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
   

  	
  70

  
	
  Section 12.3

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  70

  
	
  ARTICLE 13

  	
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  	
  71

  
	
  Section 13.1

  	
  Applicability of Article

  	
   

  	
  71

  
	
  ARTICLE 14

  	
  SECURITIES IN FOREIGN CURRENCIES

  	
   

  	
  71

  
	
  Section 14.1

  	
  Applicability of Article

  	
   

  	
  71

  
	
  ARTICLE 15

  	
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  	
  71

  
	
  Section 15.1

  	
  Purposes for Which Meetings May Be Called

  	
   

  	
  71

  
	
  Section 15.2

  	
  Call, Notice and Place of Meetings

  	
   

  	
  72

  
	
  Section 15.3

  	
  Persons Entitled to Vote at Meetings

  	
   

  	
  72

  
	
  Section 15.4

  	
  Quorum; Action

  	
   

  	
  72

  
	
  Section 15.5

  	
  Determination of Voting Rights; Conduct and Adjournment of
  Meetings

  	
   

  	
  73

  
	
  Section 15.6

  	
  Counting
  Votes and Recording Action of Meetings

  	
   

  	
  74

  



 


iv
















 


INDENTURE
(the “Indenture”), dated as of [                            ], between [CENVEO,
INC.] [CENVEO CORPORATION], a corporation existing under the laws of the State
of [Colorado] [Delaware] (the “Company”), and
                            ,
                            ,
as trustee (the “Trustee”).


 


RECITALS


 


The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (hereinafter called the “Securities”),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1         Section 1.1
Definitions; Rules of Construction


 


Except
as otherwise expressly provided in or pursuant to this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


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


 


(4) 
the words “herein,” “hereof,” “hereto” 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;


 

















 


(5) 
the word “or” is always used inclusively (for example, the phrase “A or B”
means “A or B or both,” not “either A or B but not both”);


 


(6) 
provisions apply to successive events and transactions;


 


(7) 
any reference to gender includes the masculine, feminine and the neuter, as the
case may be;


 


(8) 
references to agreements and other instruments include subsequent amendments
thereto and restatements thereof;


 


(9) 
“including” means “including without limitation”;


 


(10) 
all exhibits are incorporated by reference herein and expressly made a part of
this Indenture;


 


(11)  all references to articles, sections and
exhibits (and subparts thereof) are to this Indenture; and


 


(12)  any transaction or event shall be considered “permitted
by” or made “in accordance with” or “in compliance with” this Indenture or any
particular provision thereof if such transaction or event is not expressly
prohibited by this Indenture or such provision, as the case may be.


 


Certain
terms used principally in certain Articles hereof are defined in those
Articles.


 


“Act,”
when used with respect to any Holders, has the meaning specified in Section 1.4.


 


“Additional
Amounts” means any additional amounts which are required by this Indenture
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.


 


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


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Security, the rules and procedures of
the Depositary that apply to such transfer or exchange at the relevant time.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.12
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


2

















 


“Authorized
Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that
is a Business Day in the place of publication, whether or not published on days
that are Legal Holidays in the place of publication, and of general circulation
in each place in connection with which the term is used or in the financial
community of each such place.  Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.  If it shall be impractical in the opinion of
the Trustee to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which is
made or given with the approval of the Trustee shall constitute a sufficient publication
of such notice.


 


“Board
of Directors” means:


 


(1)  with respect to the Company, the board of directors of the
Company or any committee of the board of directors of the Company duly
authorized to act generally or in any particular respect for the Company under
this Indenture;


 


(2)  with respect to any other corporation, the board of directors
of the corporation or any authorized committee thereof;


 


(3)  with respect to a limited liability company, the managing
member or managing members of such limited liability company or any authorized
committee thereof;


 


(4)  with respect to a partnership, the board of directors of the
general partner of the partnership or any authorized committee thereof; and


 


(5)  with respect to any other Person, the board or committee of
such Person serving a similar function.


 


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


 


“Business
Day” means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, each day that is not a Saturday, Sunday or other
day on which banking institutions in New York, New York or another Place of
Payment are authorized or required by law, regulation or executive order to
close.


 


“Capital Stock” means:


 


(1)  in the case of a corporation, corporate stock;


 


(2)  in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


3

















 


(3)  in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and


 


(4)  any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act or any successor agency.


 


“Common
Stock” includes any stock of any class of the Company which has no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company.


 


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


 


“Company
Request” and “Company Order” mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by the Chairman
of the Board of Directors of the Company, a Vice Chairman, the President, a
Vice President, the Treasurer, the Assistant Treasurer, the Secretary or the
Assistant Secretary or other person authorized by resolution of the Board of
Directors of the Company, and delivered to the Trustee.


 


“Corporate
Trust Office” means the designated office of the Trustee at which the
corporate trust business of the Trustee shall at any particular time be
administered, which office at the date of original execution of this Indenture
is located at                    
..


 


“Corporation”
includes corporations and limited liability companies and, except for purposes
of Article 8, associations, companies (other than limited liability
companies) and business trusts.


 


“Currency”
means, with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with
respect to any Security, Dollars or the Foreign Currency, as the case may be,
in which such payment, deposit or other transfer is required to be made by or
pursuant to the terms hereof or such Security and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by the terms hereof or
such Security, means Dollars.


 


“CUSIP
number” means the alphanumeric designation assigned to a Security by
Standard & Poor’s Corporation, CUSIP Service Bureau.


 


“Defaulted
Interest” has the meaning specified in Section 3.7.


 


“Definitive
Security” means a certificated Security registered in the name of the
Holder thereof (other than a Depositary or its nominee) issued under this
Indenture pursuant to Section 3.1 and Section 3.5.


 


4

















 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.


 


“Event
of Default” has the meaning specified in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
successor thereto, in each case as amended from time to time.


 


“Foreign
Currency” means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such governments.


 


“GAAP”
means generally accepted accounting principles in the United States, which are
in effect from time to time.


 


“Global
Security” means a Security issued under this Indenture in global form
pursuant to Section 3.1, bearing the legend set forth in Section 2.3
and deposited with, or on behalf of, and registered in the name of, the
Depositary or its nominee.


 


“Government
Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or
any premium or interest on any Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of the United States or such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and
shall also include a Depositary receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a
Depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such Depositary receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of or other amount with respect to the Government Obligation evidenced by such
Depositary receipt.


 


“Holder”
means, in the case of any Registered Security, the Person in whose name such
Security is registered in the Security Register.


 


“Indenture”
means this instrument as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and, with respect to any Security of any series,
by the terms and provisions of such Security established pursuant to Section 3.1
(as such terms and provisions may be amended pursuant to the applicable
provisions hereof); provided, however, that, if at any time more than 


 


5

















 


one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of those particular series of Securities for which such
Person is Trustee established pursuant to Section 3.1, exclusive, however,
of any provisions or terms which relate solely to other series of Securities
for which such Person is not Trustee, regardless of when such terms or
provisions were adopted.


 


“Independent
Registered Public Accounting Firm” means a firm of accountants that, with
respect to the Company and any other obligor under the Securities, is an
independent registered public accounting firm within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent registered
public accounting firm regularly retained by the Company or who may be another
independent registered public accounting firm. 
Such firm shall be entitled to rely upon any Opinion of Counsel as to the
interpretation of any legal matters relating to this Indenture or certificates
required to be provided hereunder.


 


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


 


“Indirect
Participant” means an entity that, with respect to any Depositary, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.


 


“interest”
means any interest specified in any Security as being payable with respect to
that Security and, with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such
Additional Amounts.


 


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


 


“Joint
Venture” means any Person that is not a direct or indirect Subsidiary of
the Company in which the Company or any of its Subsidiaries owns any Capital
Stock.


 


“Judgment
Currency” has the meaning specified in Section 1.16.


 


“Legal
Holiday” has the meaning specified in Section 1.14.


 


“Maturity”
means, with respect to any Security, the date on which the principal of such
Security or an installment of principal becomes due and payable as provided in
or pursuant to this Indenture, whether at the Stated Maturity or by declaration
of acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.


 


“New
York Banking Day” has the meaning specified in Section 1.16.


 


6

















 


“Office”
or “Agency,” means, with respect to any Securities, an office or agency
of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.


 


“Officer”
means, with respect to any Person, the Chairman of the Board of Directors, a
Vice Chairman, the Chief Executive Officer, the President, any Vice President
(without regard to qualifiers such as “Executive” or “Senior”), the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of such
Person, or other Person authorized by resolution of the Board of Directors of
such Person.


 


“Officer’s
Certificate” means a certificate signed by an Officer, that, if applicable,
complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of
or counsel for the Company or other counsel that, if applicable, complies with
the requirements of Section 314(e) of the Trust Indenture Act.


 


“Original
Issue Discount Security” means a Security issued pursuant to this Indenture
which provides, at any time prior to the final Stated Maturity of such Security,
for declaration of an amount less than the principal amount thereof to be due
and payable upon acceleration pursuant to Section 5.2.


 


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


 


(1)  any such Security theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation including Securities tendered and
exchanged for other securities of the Company;


 


(2)  any such Security of any series for which payment at the
Maturity thereof money in the necessary amount has been theretofore deposited
pursuant hereto (other than pursuant to Section 4.2) with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such series of Securities, provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)  any such Security of any series with respect to which the
Company has effected defeasance or covenant defeasance pursuant to the terms
hereof, except to the extent provided in Section 4.2;


 


(4)  any such Security which has been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been presented
to the Trustee proof satisfactory to it that such 


 


7

















 


Security
is held by a “protected purchaser” (as such term is defined in the New York
Uniform Commercial Code) in whose hands such Security is a valid obligation of
the Company; and


 


(5)  any such Security converted or exchanged as contemplated by
this Indenture into Common Stock or other securities, cash or other property,
if the terms of such Security provide for such conversion or exchange pursuant
to Section 3.1; provided, however, that in determining whether the Holders
of the requisite principal amount of Outstanding Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or are present at a meeting of Holders of Securities of such series
for quorum purposes, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination and that
shall be deemed to be Outstanding for such purposes shall be equal to the
amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Security would be declared (or shall have been declared to be)
due and payable upon a declaration of acceleration thereof pursuant to Section 5.2
at the time of such determination, and (ii) the principal amount of any
Indexed Security that may be counted in making such determination and that
shall be deemed Outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided in or pursuant to this Indenture, and (iii) the principal amount
of a Security denominated in a Foreign Currency shall be the Dollar equivalent,
determined on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer actually knows to be so owned shall be so disregarded.  Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of a Responsible Officer (A) the pledgee’s right so to
act with respect to such Securities and (B) that the pledgee is not the
Company or any other obligor upon the Securities or an Affiliate of the Company
or such other obligor.


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the
Depositary.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of,
or any premium or interest on, or any Additional Amounts with respect to, any
Security on behalf of the Company.


 


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


 


“Place
of Payment” means, with respect to any Security, the place or places where
the principal of, or any premium or interest on, or any Additional Amounts with
respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.


 


8

















 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same indebtedness as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu
of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence
the same indebtedness as the lost, destroyed, mutilated or stolen Security.


 


“Redemption
Date” means, with respect to any Security or portion thereof to be
redeemed, each date fixed for such redemption by or pursuant to this Indenture
or such Security.


 


“Redemption
Price” means, with respect to any Security or portion thereof to be
redeemed, the price at which it is to be redeemed including, if applicable,
accrued and unpaid interest and Additional Amounts as determined by or pursuant
to this Indenture or such Security.


 


“Registered
Security” means any Security established pursuant to Section 2.1 which
is registered in the Security Register.


 


“Regular
Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant
to this Indenture or such Security as the “Regular Record Date.”


 


“Required
Currency” has the meaning specified in Section 1.16.


 


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


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or
debentures, or any other evidences of indebtedness, as the case may be,
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, “Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.


 


“Security
Register,” “Security Registrar” and “Registrar” have the
respective meanings specified in Section 3.5.


 


“series”
means a series of Securities established under this Indenture.


 


“Special
Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Trustee pursuant to Section 3.7.


 


“Stated
Maturity” means, with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, the date established by or pursuant to this Indenture or such Security
as the fixed date on which the principal of such Security or such installment
of principal or interest is, or such Additional Amounts are, due and payable.


 


9

















 


“Subsidiary”
means, with respect to any specified Person:


 


(1)  any corporation, association or other business entity (other
than a partnership or limited liability company) of which more than 50% of the
total voting power of Voting Stock is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and


 


(2)  any partnership (whether general or limited) or limited
liability company (a) the sole general partner or member of which is such
Person or a Subsidiary of such Person, or (b) if there is more than a
single general partner or member, either (x) the only managing general
partners or managing members of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof) or (y) such
Person owns or controls, directly or indirectly, a majority of the outstanding
general partner interests, member interests or other Voting Stock of such
partnership or limited liability company, respectively.


 


“Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes
of such Act or provision, as the case may be.


 


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


 


“United
States” means, except as otherwise provided in or pursuant to this
Indenture or any Security, the United States of America (including the states
thereof and the District of Columbia), its territories and possessions and
other areas subject to its jurisdiction.


 


“United
States Alien” means, except as otherwise provided in or pursuant to this
Indenture or any Security, any Person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S.
Depositary” or “Depositary” means, with respect to any Security
issuable or issued in the form of one or more Global Securities, the Person
designated as U.S. Depositary or Depositary by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Exchange Act and, if so
provided with respect to any Security, any successor to such Person.  If at any time there is more than one such
Person, “U.S. Depositary” or “Depositary” shall mean, with respect to any
Securities, the qualifying entity which has been appointed with respect to such
Securities.


 


10
















 


“Vice
President” means, when used with respect to the Company or the Trustee, any
vice president, whether or not designated by a number or a word or words added
before or after the title “Vice President.”


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any
contingency) to vote in the election of the Board of Directors of such Person.


 


Section 1.2         Compliance
Certificates and Opinions


 


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


 


Every
certificate or opinion with respect to compliance with a condition or covenant
or covenant provided for in this Indenture (other than a certificate delivered
pursuant to Section 10.6) shall include:


 


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


 


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


 


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


 


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


 


Section 1.3         Form of
Documents Delivered to Trustee


 


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


 


Any
certificate or opinion of an Officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, unless such Officer knows
that the opinion 


 


11

















 


with respect to the matters upon which his certificate or opinion is
based are erroneous.  Any such Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.  Any certificate, statement or opinion of an
Officer of the Company or any Opinion of Counsel may be based, insofar as it
relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the
Company, unless such Officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous.


 


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


 


Section 1.4         Acts
of Holders


 


(1) 
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments (including
instruments in electronic, digital or other machine-readable form) of
substantially similar tenor signed by such Holders (whether in person or
through signatures in electronic, digital or other machine-readable form) or by
an agent duly appointed in writing (including writings in electronic, digital
or other machine-readable form) or may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article 15, or a combination of such
instruments or record.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments or record or
both (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or so voting at any such meeting. 
Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 315 of the Trust
Indenture Act) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this Section 1.4.  The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.


 


Without
limiting the generality of this Section 1.4, unless otherwise provided in
or pursuant to this Indenture, a Holder, including a U.S. Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
or the Securities to be made, given or taken by Holders, and a U.S. Depositary
that is a Holder of a Global Security may provide its proxy or proxies to the
beneficial owners of interests in any such Global Security through such U.S.
Depositary’s standing instructions and customary practices.


 


12

















 


The
Trustee may fix a record date for the purpose of determining the Persons who
are beneficial owners of interests in any permanent Global Security held by a
U.S. Depositary entitled under the procedures of such U.S. Depositary to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Indenture to be made, given or taken by Holders.


 


(2) 
The fact and date of the execution by any Person of any such instrument or
writing referred to in this Section 1.4 may be proved in any reasonable
manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine; and the Trustee may in any
instance require further proof with respect to any of the matters referred to
in this Section 1.4.


 


(3) 
The ownership, principal amount and serial numbers of Registered Securities
held by any Person, and the date of the commencement and the date of the
termination of holding the same, shall be proved by the Security Register.


 


(4) 
If the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may at its option (but is not obligated to), by Board
Resolution, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of Registered
Securities of record at the close of business on such record date shall be
deemed to be Holders for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities 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.


 


(5) 
Any request, demand, authorization, direction, notice, consent, waiver or other
Act by the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of
such Act is made upon such Security.


 


Section 1.5         Notices,
etc., to Trustee and Company


 


Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:


 


13

















 


(1) 
the Trustee by any Holder or the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (which may be via
facsimile) to or with the Trustee at its Corporate Trust Office, or


 


(2) 
the Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid or airmail postage prepaid if sent from
outside the United States, to the Company addressed to the attention of its
Treasurer (with a copy to the General Counsel) at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.


 


Section 1.6         Notice
to Holders of Securities; Waiver


 


Except
as otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of all or any series of
any event, such notice shall be sufficiently given to Holders of Registered
Securities of such series if in writing and mailed, first-class postage
prepaid, to each Holder of a Registered Security affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders of Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities given as provided
herein.  Any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given or provided.  In the case by reason
of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders of Securities
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


Section 1.7         Language
of Notices


 


Any
request, demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an
official language of the country of publication (with a copy in English to be
provided to the Trustee).


 


Section 1.8         Incorporation
by Reference of Trust Indenture Act; Trust Indenture Act Controls


 


(a) 
If any provision hereof limits, qualifies or conflicts with the duties that
would be imposed by any of Sections 310 to 317 of the Trust Indenture Act
through operation of Section 318(c) thereof on any person, such
imposed duties shall control.  The
following Trust Indenture Act terms have the following meanings:


 


14

















 


“indenture
securities” means the Securities;


 


“indenture
security holder” means a Holder;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the indenture securities means the Company and any other obligor on the
indenture securities.


 


All
other Trust Indenture Act terms used in this Indenture that are defined by the
Trust Indenture Act, defined in the Trust Indenture Act by reference to another
statute or defined by SEC Rule have the meanings assigned to them by such
definitions.


 


(b) 
If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the Trust
Indenture Act, the provision required by the Trust Indenture Act shall control.


 


Section 1.9         Effect
of Headings and Table of Contents


 


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


 


Section 1.10       Successors
and Assigns


 


All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


 


Section 1.11       Separability
Clause


 


In
case any provision in this Indenture or any Security shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 1.12       Benefits
of Indenture


 


Nothing
in this Indenture or any Security, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authentication Agent and their successors hereunder and the Holders
of Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


Section 1.13       Governing
Law; Waiver of Trial by Jury


 


This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state.  Each of the Company and the Trustee hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by 


 


15

















 


jury in any legal proceeding arising out of or relating to this
Indenture, the Securities or the transactions contemplated hereby.


 


Section 1.14       Legal
Holidays


 


Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of any
Security, or the last date on which a Holder has the right to convert or
exchange Securities of a series that are convertible or exchangeable shall not
be a Business Day (a “Legal Holiday”) at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security other
than a provision in any Security that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment
on such date, and such Securities need not be converted or exchanged on such
date but such payment may be made, and such Securities may be converted or
exchanged, on the next succeeding day that is a Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or at the Stated Maturity or Maturity or on such last day for conversion or
exchange, and no interest shall accrue on the amount payable on such date or at
such time for the period from and after such Interest Payment Date, Stated
Maturity, Maturity or last day for conversion or exchange, as the case may be,
to the next succeeding Business Day.  If
this Indenture provides for a time period that ends or requires performance of
any non-payment obligation by a day that is not a Business Day, then such time
period shall instead be deemed to end on, and such obligation shall instead be
performed by, the next succeeding Business Day.


 


Section 1.15       Counterparts


 


This
Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.


 


Section 1.16       Judgment
Currency


 


The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on
which a final unappealable judgment is given and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.  For purposes of the 


 


16

















 


foregoing, “New York Banking Day” means any day except a Saturday,
Sunday or a Legal Holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or obligated by law,
regulation or executive order to be closed.


 


Section 1.17       Limitation
on Individual Liability


 


No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor,
either directly or through the Company or any successor, 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 any successor, 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
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Security.


 


ARTICLE 2


 


SECURITIES FORMS


 


Section 2.1         Forms
Generally


 


Each
Registered Security and temporary or permanent Global Security or Definitive
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the Officers executing such Security as
evidenced by their execution of such Security.


 


Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without coupons and shall not
be issuable upon the exercise of warrants.


 


Definitive
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved
borders or may be 


 


17

















 


produced in any other manner, all as determined by the Officers of the
Company executing such Securities, as evidenced by their execution of such
Securities.


 


Section 2.2         Form of
Trustee’s Certificate of Authentication


 


Subject
to Section 6.12, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
   

  	
   

  	
  ,
  as

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  
				



 


Section 2.3         Securities
in Global Form


 


Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in permanent global form.  If Securities of a series shall be issuable
in global form, any such Security may provide that it or any number of such
Securities shall represent the aggregate amount of all Outstanding Securities
of such series (or such lesser amount as is permitted by the terms thereof)
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, redemptions or transfer of
beneficial interests from one Global Security to another Global Security.  Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified therein or
in the Company Order to be delivered pursuant to Section 3.3 or Section 3.4
with respect thereto.  Subject to the
provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
If a Company Order pursuant to Section 3.3 or Section 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Global Security shall be in writing but need not be accompanied by
or contained in an Officer’s Certificate and need not be accompanied by an
Opinion of Counsel.


 


Notwithstanding
the provisions of Section 3.7, unless otherwise specified in or pursuant
to this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee
shall treat as 


 


18

















 


the Holder of such principal amount of Outstanding Securities as is
represented by a Global Security in the case of a Global Security in registered
form, the Holder of such Global Security in registered form.


 


Each
Global Security shall bear a legend in substantially the following form (unless
otherwise specified by the Depositary):


 


“THIS
DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS DEBT SECURITY MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE
NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.  EVERY DEBT SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”


 


ARTICLE 3


 


THE SECURITIES


 


Section 3.1         Amount
Unlimited; Issuable in Series


 


The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
The Securities may be issued in one or more series.  With respect to any Securities to be
authenticated and delivered hereunder, there shall be established in or
pursuant to a Board Resolution and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental hereto,


 


(1) 
the title of such Securities and the series, including CUSIP numbers in which
such Securities shall be included;


 


(2) 
any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of such series pursuant to Section 3.4,
Section 3.5, Section 3.6, Section 9.6 or Section 11.7, upon
repayment in part of any Registered Security of such series pursuant to Article 13
or upon surrender in part of any Registered Security for conversion or exchange
into Common Stock or other securities, cash or other property pursuant to its
terms, or pursuant to the terms of such Securities and except for any
Securities, which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);


 


(3) 
if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such
Securities are to be issued in temporary or permanent global form or both, (ii) whether
beneficial owners of interests in any such Global Security may exchange such
interests for Securities of the same series and of like 


 


19

















 


tenor
and of any authorized form and denomination, and the circumstances under which
any such exchanges may occur, if other than in the manner specified in Section 3.5,
and (iii) the name of the Depositary or the U.S. Depositary, as the case
may be, with respect to any Global Security;


 


(4) 
the date as of which any Global Security shall be dated (if other than the date
of original issuance of the first of such Securities to be issued);


 


(5) 
the date or dates, or the method or methods, if any, by which such date or
dates shall be determined, on which the principal and premium, if any, of such
Securities is payable;


 


(6) 
the rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined,
the date or dates, if any, from which such interest shall accrue or the method
or methods, if any, by which such date or dates are to be determined, the
Interest Payment Dates, if any, on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on Registered Securities
on any Interest Payment Date, whether and under what circumstances Additional
Amounts on such Securities or any of them shall be payable, the notice, if any,
to Holders regarding the determination of interest on a floating rate Security
and the manner of giving such notice, and the basis upon which interest shall
be calculated if other than that of a 360-day year of twelve 30-day months;


 


(7) 
if in addition to or other than the Borough of Manhattan, The City of New York,
the place or places where the principal of, any premium and interest on or any
Additional Amounts with respect to such Securities shall be payable, any of such
Securities that are Registered Securities may be surrendered for registration
of transfer or exchange, any of such Securities may be surrendered for
conversion or exchange and notices or demands to or upon the Company in respect
of such Securities and this Indenture may be served, the extent to which, or
the manner in which, any interest payment or Additional Amounts on a Global
Security on an Interest Payment Date, will be paid and the manner in which any
principal of or premium, if any, on any Global Security will be paid;


 


(8) 
whether any of such Securities are to be redeemable at the option of the
Company and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon which
such Securities may be redeemed, in whole or in part, at the option of the
Company;


 


(9) 
whether the Company is obligated to redeem or purchase any of such Securities
pursuant to any sinking fund or analogous provision or at the option of any
Holder thereof and, if so, the date or dates on which, the period or periods
within which, the price or prices at which and the other terms and conditions
upon which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;


 


(10) 
the denominations in which any of such Securities that are Registered
Securities shall be issuable if other than denominations of $1,000 and any
multiple of $1,000 in excess thereof;


 


20
















 


(11)  whether the Securities of the series will be
convertible into shares of Common Stock and/or exchangeable for other
securities, cash or other property of the Company or of any other Person, and
if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, and any deletions from or modifications or
additions to this Indenture to permit or to facilitate the issuance of such
convertible or exchangeable Securities or the administration thereof;


 


(12)  if other than the principal amount thereof,
the portion of the principal amount of any of such Securities that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2
or the method by which such portion is to be determined;


 


(13)  if other than Dollars, the Foreign Currency
in which payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities shall be payable;


 


(14)  if the principal of, any premium or interest
on or any Additional Amounts with respect to any of such Securities are to be
payable, at the election of the Company or a Holder thereof or otherwise, in
Currency other than that in which such Securities are stated to be payable, the
date or dates on which, the period or periods within which, and the other terms
and conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Currency in which such Securities
are stated to be payable and the Currency in which such Securities or any of
them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the election
of the Company or a Holder thereof or otherwise, in a Foreign Currency;


 


(15)  whether the amount of payments of principal
of, any premium or interest on or any Additional Amounts with respect to such
Securities may be determined with reference to an index, formula, financial or
economic measure or other method or methods (which index, formula, measure or
method or methods may be based, without limitation, on one or more Currencies,
commodities, equity indices or other indices), and, if so, the terms and conditions
upon which and the manner in which such amounts shall be determined and paid or
be payable;


 


(16)  any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with respect to
any of such Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;


 


(17)  whether either or both of Section 4.2(2) relating
to defeasance or Section 4.2(3) relating to covenant defeasance shall
not be applicable to the Securities of such series, and any covenants relating
to the Securities of such series which shall be subject to covenant defeasance,
and, if the Securities of such series are subject to repurchase or repayment at
the option of the Holders thereof, whether the Company’s obligation to
repurchase or repay such Securities will be subject to defeasance or covenant
defeasance, and any deletions from, or modifications or additions to, the
provisions of Article 4 in respect of the Securities of such series;


 


(18)  whether any of such Securities are to be
issuable upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered;


 


21

















 


(19)  if there is more than one Trustee or a
Trustee other than                    
, the identity of the Trustee and, if not the Trustee, the identity of each
Security Registrar, Paying Agent or Authenticating Agent with respect to such
Securities;


 


(20)  whether the Securities are senior or
subordinated debt securities, and if subordinated debt securities, the terms of
such subordination;


 


(21)  whether the Securities of the series will be
guaranteed by any Persons and, if so, the identity of such Persons, the terms
and conditions upon which such Securities shall be guaranteed and, if
applicable, the terms and conditions upon which such guarantees may be
subordinated to other indebtedness of the respective guarantors and may be
released;


 


(22)  whether the Securities of the series will be
secured by any collateral and, if so, the terms and conditions upon which such
Securities shall be secured and, if applicable, upon which such liens may be
subordinated to other liens securing other indebtedness of the Company or any guarantor
and may be released; and


 


(23)  any other terms of such Securities and any
deletions from or modifications or additions to this Indenture in respect of
such Securities.


 


All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided by the Company in or
pursuant to the Board Resolution and set forth in the Officer’s Certificate or
in any indenture or indentures supplemental hereto pertaining to such series of
Securities.  The terms of the Securities
of any series may provide, without limitation, that the Securities of such
series shall be authenticated and delivered by the Trustee on original issue
from time to time in accordance with such procedures as are acceptable to the
Trustee (including authentication and delivery by the Trustee on original issue
from time to time upon telephonic or written order of persons designated in the
Officer’s Certificate or supplemental indenture (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Officer’s Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities
of such series as are specified in such Officer’s Certificate or supplemental
indenture).  All Securities of any one
series need not be issued at the same time and, unless otherwise so provided by
the Company, a series may be reopened for issuances of additional Securities of
such series or to establish additional terms of such series of Securities.  If any of the terms of the Securities of any
series shall be established by action taken by or pursuant to a Board
Resolution, the Board Resolution shall be delivered to the Trustee at or prior
to the delivery of the Officer’s Certificate setting forth the terms of such
series.


 


Section 3.2         Currency;
Denominations


 


Unless
otherwise provided in or pursuant to this Indenture or any Security, the
principal of, any premium and interest on and any Additional Amounts with
respect to, the Securities shall be payable in Dollars.  Unless otherwise provided in or pursuant to
this Indenture, Registered Securities denominated in Dollars shall be issuable
in registered form without coupons in denominations of $1,000 or any integral
multiple of $1,000 in excess thereof. 
Securities not 


 


22

















 


denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.


 


Section 3.3         Execution,
Authentication, Delivery and Dating


 


Securities
shall be executed on behalf of the Company by any Officer of the Company.  The signature of any such Officer on the
Securities may be manual or facsimile.


 


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


 


At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, executed by the Company, to the
Trustee for authentication and, provided that the Board Resolution and Officer’s
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities 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 provided with, and
(subject to Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon an Opinion of Counsel and an
Officer’s Certificate that contain the statements required by Section 1.2.


 


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


 


Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officer’s Certificate or Company Order
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.  This
paragraph shall not be applicable to Securities of a series that are issued as
part of a reopening pursuant to the last paragraph of Section 3.1.


 


Each
Registered Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate
of authentication substantially in the form provided for in Section 2.2 or
Section 6.12 executed by or on behalf of the Trustee or by the
Authenticating Agent by the manual signature of one of its authorized
signatories.  Such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.


 


23

















 


Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.9,
for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


Section 3.4         Temporary
Securities


 


Pending
the preparation of Definitive Securities, the Company may execute and deliver
to the Trustee and, upon Company Order, the Trustee shall authenticate and
deliver, in the manner provided in Section 3.3, temporary Securities in
lieu thereof which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the Definitive Securities in lieu of which they are issued, in registered
form and with such appropriate insertions, omissions, substitutions and other
variations as the Officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such
Securities.  Such temporary Securities
may be in the form of Global Securities.


 


Except
in the case of temporary Global Securities, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company shall cause Definitive Securities to be prepared without unreasonable
delay.  After the preparation of
Definitive Securities of the same series and containing terms and provisions
that are identical to those of any temporary Securities, such temporary Securities
shall be exchangeable for such Definitive Securities upon surrender of such
temporary Securities at an Office or Agency for such Securities, without charge
to any Holder thereof.  Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of Definitive Securities of authorized denominations of
the same series and containing identical terms and provisions.  Unless otherwise provided in or pursuant to
this Indenture with respect to a temporary Global Security, until so exchanged
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities of such series.


 


Section 3.5         Registration,
Transfer and Exchange


 


With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security Register”) at an Office or Agency for such series in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of such series and of
transfers of the Registered Securities of such series.


 


Such
Office or Agency shall be the “Security Registrar” or “Registrar” for that
series of Securities.  Unless otherwise
specified in or pursuant to this Indenture or the Securities, the Trustee shall
be the initial Security Registrar for each series of Securities.  The Company shall have the right to remove
and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment by the Company.  In the event
that the 


 


24

















 


Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times.  There shall be only one Security Register for
each series of Securities.


 


A
Global Security may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.  Notwithstanding the foregoing, except as may
be provided pursuant to Section 3.1, any Global Security or any beneficial
interest therein shall be exchangeable for Definitive Securities only if (i) the
Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a successor Depositary is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the
Depositary ceases to be a clearing agency registered under the Exchange Act, (iii) the
Company (subject to the Applicable Procedures) executes and delivers to the
Trustee a Company Order to the effect that such Global Security shall be so
exchangeable or (iv) an Event of Default has occurred and is continuing
with respect to such Securities.  If the
holder of a Global Security or the beneficial owners of interests in a Global
Security are entitled to exchange such interests for Definitive Securities as
the result of an event specified in clause (i), (ii), (iii) or (iv) of
the preceding sentence, the Company shall promptly make available to the
Trustee Definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
Global Security, executed by the Company. 
Such Global Security shall be surrendered from time to time by the U.S.
Depositary or such other Depositary as shall be specified in the Company Order
with respect thereto, and in accordance with instructions given to the Trustee
and the U.S. Depositary or such other Depositary, as the case may be (which
instructions shall be in writing but need not be contained in or accompanied by
an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
Definitive Securities as described above without charge.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered Global
Security, a like aggregate principal amount of Definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such Global Security to be exchanged; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date.  Promptly
following any such exchange in part, such Global Security shall be returned by
the Trustee to such Depositary or the U.S. Depositary, as the case may be, or
such other Depositary or U.S. Depositary referred to above in accordance with
the instructions of the Company referred to above.  If a Registered portion of a Global Security
is exchanged for Definitive Registered Securities after the close of business
at the Office or Agency for such Security where such exchange occurs on or
after (i) any Regular Record Date for such Security and before the opening
of business at such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at
such Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Definitive Registered Security, but shall be payable on such
Interest Payment Date or proposed date for 


 


25

















 


payment, as the case may be, only to the Person to whom interest in
respect of such portion of such Global Security shall be payable in accordance
with the provisions of this Indenture.


 


The
transfer and exchange of beneficial interests in the Global Securities shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. 
Transfers and exchanges of beneficial interests in the Global Securities
also shall require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following paragraphs, as
applicable:


 


(1) 
Beneficial interests in any Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the same Global
Security.  No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this subparagraph (1).


 


(2) 
In connection with the transfer or exchange of beneficial interests in any
Global Security to Persons who take delivery thereof in the form of a
beneficial interest in a different Global Security, the transferor of such
beneficial interest must deliver to the Registrar (i) an order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Security in an amount equal
to the beneficial interest to be transferred or exchanged and (ii) instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase.  Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Securities contained
in this Indenture and such Securities or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Security(s) pursuant to this paragraph.


 


If
any Holder of a beneficial interest in a Global Security proposes to exchange
such beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Security in the event of the occurrence of any of the conditions set forth in
the third paragraph of this Section 3.5, then, upon delivery to the
Registrar of (i) an order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to cause to be issued a Definitive Security in an amount equal
to the beneficial interest to be transferred or exchanged and (ii) instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Security shall be registered to effect the
transfer or exchange referred to in clause (i), the Trustee shall cause the
aggregate principal amount of the applicable Global Security to be reduced
accordingly as described below, and the Company shall execute and, upon receipt
of a Company Order pursuant to Section 3.3, the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Security
in the appropriate principal amount.  Any
Definitive Security issued in exchange for a beneficial interest pursuant to
this paragraph shall be registered in such name or names and in such authorized
denomination or denominations as the Holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant.  The
Trustee shall deliver such Definitive Securities to the Persons in whose names
such Securities are so registered.


 


26

















 


A
Holder of a Definitive Security may exchange such Security for a beneficial
interest in a Global Security or transfer such Definitive Securities to a Person
who takes delivery thereof in the form of a beneficial interest in a Global
Security at any time.  Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the
applicable Definitive Security and increase or cause to be increased the
aggregate principal amount of the applicable Global Security.


 


At
the option of the Holder, Definitive Securities of any series may be exchanged
for other Definitive Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Definitive Securities to be exchanged at an Office or Agency.  Whenever any Definitive Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Definitive Securities which the Holder making the
exchange is entitled to receive.


 


Upon
request by a Holder of Definitive Securities and such Holder’s compliance with
the provisions of this paragraph, the Registrar shall register the transfer or exchange
of Definitive Securities.  Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing.  A Holder of Definitive
Securities may transfer such Securities to a Person who takes delivery thereof
in the form of a Definitive Security. 
Upon receipt of a request to register such a transfer, the Registrar
shall register the Definitive Securities pursuant to the instructions from the
Holder thereof.


 


At
such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been
redeemed, repurchased or cancelled in whole and not in part, each such Global
Security shall be returned to or retained and cancelled by the Trustee in
accordance with Section 3.9.  At any
time prior to such cancellation, if any beneficial interest in a Global
Security is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Security or for
Definitive Securities, the principal amount of Securities represented by such
Global Security shall be reduced accordingly and an endorsement shall be made
on such Global Security by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security, the principal amount
of Securities represented by such other Global Security shall be increased accordingly
and an endorsement shall be made on such Global Security by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.


 


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


 


Every
Registered Security presented or surrendered for registration of transfer or
for exchange or redemption shall (if so required by the Company or the Security
Registrar for such Security) be duly endorsed, signature guaranteed, or be
accompanied by a written instrument of 


 


27

















 


transfer in form satisfactory to the Company and the Security Registrar
for such Security duly executed by the Holder thereof, signature guaranteed, or
his or her attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses
(including fees and expenses of the Trustee) that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 3.4, 3.6, 9.6 and 11.7 not involving any
transfer.


 


Except
as otherwise provided in or pursuant to this Indenture, the Company shall not
be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of selection of Securities of like tenor and the same series under Section 11.3
for redemption and ending at the close of business on the day of such
selection, (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except in the case of
any Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to issue, register the transfer of or exchange any Security which,
in accordance with its terms, has been surrendered for repayment or purchase at
the option of the Holder, except the portion, if any, of such Security not to
be so repaid.


 


The
Registrar shall retain copies of all certificates, notices and other written
communications received pursuant to this Section 3.5.  The Company shall have the right to inspect
and make copies of all such certificates, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.


 


All
certifications and certificates required to be submitted to the Registrar
pursuant to this Section 3.5 to effect a registration of transfer or
exchange may be submitted by facsimile, with an original of such document to be
sent promptly thereafter.


 


Section 3.6         Mutilated,
Destroyed, Lost and Stolen Securities


 


If
any mutilated Security is surrendered to the Trustee, subject to the provisions
of this Section 3.6, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not contemporaneously outstanding.


 


If
there be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or to a Responsible Officer that such Security has been acquired by a “protected
purchaser” (as such term is defined in the New York Uniform Commercial Code),
the Company shall execute and, upon the Company’s request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series containing identical
terms and of like principal amount and bearing a number not contemporaneously
outstanding.


 


28

















 


Notwithstanding
the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon
the issuance of any new Security under this Section 3.6, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.


 


Every
new Security issued pursuant to this Section 3.6 in lieu of any destroyed,
lost or stolen Security shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of such
series duly issued hereunder.


 


The
provisions of this Section 3.6, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 3.7                        Payment of
Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved


 


Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to, any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.


 


Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to, any Registered Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


 


(1) 
The Company may elect to make payment of any Defaulted Interest to the Person
in whose name such Registered Security (or a Predecessor Security thereof)
shall be 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
such Registered Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when so deposited to be
held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this clause provided.  Thereupon,
the Trustee 


 


29

















 


shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special
Record Date.  The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of 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 Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option
of the Company, interest on Registered Securities that bear interest may be
paid by wire transfer in immediately available funds if the Holder of the
Registered Security has provided to the Company and the Trustee wire
instructions at least five Business Days prior to the applicable payment date
or by check mailed to the address of that Holder as it appears on the books of
the Securities Registrar if that Holder has not provided wire instructions;
provided that any payment of principal (or premium, if any) in respect of any Security
will be made only upon presentation and surrender of such Security at the
applicable Office or Agency.


 


Subject
to the foregoing provisions of this Section 3.7 and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


In
the case of any Registered Security of any series that is convertible, which
Registered Security is converted after any Regular Record Date and on or prior
to the immediately succeeding Interest Payment Date (other than any Registered
Security with respect to which the Maturity is prior to such Interest Payment
Date), interest on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date.  Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Registered Security which is
converted,


 


30
















 


interest with respect to which the Stated Maturity is after the date of
conversion of such Registered Security shall not be payable.


 


Section 3.8                          Persons Deemed
Owners


 


Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Section 3.5 and Section 3.7)
interest on and any Additional Amounts with respect to, such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


No
holder of any beneficial interest in any Global Security held on its behalf by
a Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. 
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 3.9                          Cancellation


 


All
Securities surrendered for payment, redemption, registration of transfer,
exchange or conversion or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities, as well as Securities surrendered directly to the
Trustee for any such purpose, shall be cancelled promptly by the Trustee.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be cancelled promptly by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 3.9,
except as expressly permitted by or pursuant to this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary
procedures.


 


Section 3.10                    Computation of
Interest


 


Except
as otherwise provided in or pursuant to this Indenture, or in any Security,
interest on the Securities shall be computed on the basis of a 360-day year of
twelve 30-day months.


 


Section 3.11                    CUSIP and ISIN
Numbers


 


The
Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP and ISIN numbers in
notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or 


 


31

















 


as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly notify
the Trustee of any change in the CUSIP and ISIN numbers.


 


ARTICLE 4



SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 4.1                          Satisfaction
and Discharge


 


Upon
the direction of the Company by a Company Order, this Indenture shall cease to
be of further effect with respect to any series of Securities specified in such
Company Order and the Trustee, on receipt of a Company Order, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when


 


(1) 
either


 


(a) 
all Securities of such series theretofore authenticated and delivered have been
delivered to the Trustee for cancellation (other than (i) Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (ii) Securities of
such series the payment of money for which has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 10.3);
or


 


(b) 
all Securities of such series not theretofore delivered to the Trustee for
cancellation:


 


(i) 
have become due and payable, or


 


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


 


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


 


and
the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for such
purpose, (x) money in an amount or (y) Government Obligations that
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment, in the opinion of a nationally recognized Independent Registered
Public Accounting Firm expressed in a written certification thereof delivered
to the Trustee, money in the amount, or (z) a combination of (x) and (y) in
an amount in the Currency in which such series of Securities are payable
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, including the principal
of, any premium and interest on, and any Additional Amounts with respect to
such Securities then determinable, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as
the case may be;


 


32

















 


(2) 
the Company has paid or caused to be paid all other sums payable hereunder by
the Company with respect to the Outstanding Securities of such series; and


 


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


 


In
the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7,
the obligations of the Trustee under Section 4.3, if money, Government
Obligations or a combination thereof shall have been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section 4.1, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Section 3.4, Section 3.5, Section 3.6, Section 10.2
and Section 10.3, and the obligations of the Company with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and
with respect to any rights to convert or exchange such Securities into Common
Stock or other securities, cash or other property shall survive such
satisfaction and discharge.


 


Section 4.2                          Defeasance and
Covenant Defeasance


 


(1) 
Unless pursuant to Section 3.1, either or both of (i) defeasance of
the Securities of a series under clause (2) of this Section 4.2 shall
not be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of a series under clause (3) of this Section 4.2
shall not be applicable with respect to the Securities of such series, then
such provisions, together with the other provisions of this Section 4.2
(with such modifications thereto as may be specified pursuant to Section 3.1
with respect to any Securities), shall be applicable to such Securities, and
the Company may at its option by Board Resolution, at any time, with respect to
such Securities, elect to have Section 4.2(2) or Section 4.2(3) be
applied to such Outstanding Securities upon compliance with the conditions set
forth below in this Section 4.2.


 


(2) 
Upon the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities on the date the conditions set forth in clause (4) of this Section 4.2
are satisfied (hereinafter, “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding”
only for the purposes of the Sections of this Indenture referred to in clauses (i) and
(ii) below, and to have satisfied all of its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except 


 


33

















 


for
the following which shall survive until otherwise terminated or discharged
hereunder:  (i) the rights of
Holders of such Outstanding Securities to receive, solely from the trust fund
described in clause (4) of this Section 4.2 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on, and Additional Amounts, if any, with respect to,
such Securities when such payments are due, and any rights of such Holder to
convert or exchange such Securities into Common Stock or other securities, cash
or other property, (ii) the obligations of the Company and the Trustee
with respect to such Securities under Section 3.4, Section 3.5, Section 3.6,
Section 10.2 and Section 10.3 and the obligations of the Company with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.2(4)(a) below),
and with respect to any rights to convert or exchange such Securities into
Common Stock or other securities, cash or other property, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2.  The Company may
exercise its option under this Section 4.2(2) notwithstanding the
prior exercise of its option under clause (3) of this Section 4.2
with respect to such Securities.


 


(3) 
Upon the Company’s exercise of the above option applicable to this Section 4.2(3) with
respect to any Securities of or within a series, (i) the Company shall be
released from its obligations to comply with any term, provision or condition
under Section 8.1 with respect to such Securities (and, to the extent
specified pursuant to Section 3.1, any other restrictive covenant added
for the benefit of such Securities) and (ii) unless otherwise specified
pursuant to Section 3.1, the occurrence of any event specified in Section 5.1(7) shall
not be deemed to be an Event of Default, in each case on and after the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, “covenant defeasance”), and such Securities shall thereafter be
deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any covenant or by reason of reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 5.1(4),
Section 5.1(7) or otherwise, as the case may be, insofar as it
relates to Section 8.1 and, to the extent specified pursuant to Section 3.1,
any other restrictive covenant added for the benefit of such Security, but,
except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby; provided that the obligations of the Company with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 10.4 shall remain unsatisfied only to the extent
that the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a) below;
provided, further, that notwithstanding a covenant defeasance with respect to Section 8.1,
any Person to whom a sale, assignment, transfer, lease, conveyance or other
disposition is made pursuant to Section 8.1, shall as a condition to such
sale, assignment, transfer, lease, conveyance or other disposition, assume by
an indenture supplemental hereto in form satisfactory to the Trustee, executed
by such successor Person and delivered to the Trustee, the obligations of the
Company to the Trustee under Section 6.7 and the second to the last
paragraph of Section 4.2.


 


34

















 


(4) 
The following shall be the conditions to the application of clause (2) or (3) of
this Section 4.2 to any Outstanding Securities of a series:


 


(a) 
The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.8 who
shall agree to comply with the provisions of this Section 4.2 applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (1) an amount in Dollars or in
such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which such Securities
are then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment
of principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (3) a combination thereof, in any case, in an
amount, sufficient, without consideration of any reinvestment of such principal
and interest, in the opinion of a nationally recognized Independent Registered
Public Accounting Firm expressed in a written certification thereof delivered
to the trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (y) the principal of
(and premium, if any) and interest or Additional Amounts then determinable, if
any, on such Outstanding Securities at the Maturity of such principal or
installment of principal or interest, provided that the Company shall specify
whether such Outstanding Securities are being defeased to Stated Maturity or to
the Redemption Date and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.


 


(b) 
Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound.


 


(c) 
No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit (other than an Event of Default
resulting from non-compliance with any covenant from which the Company is
released upon effectiveness of such defeasance or covenant defeasance, as
applicable).


 


(d) 
In the case of an election under clause (2) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that:


 


(i) 
the Company has received from the Internal Revenue Service a letter ruling, or
there has been published by the Internal Revenue Service a Revenue Ruling, or


 


(ii) 
since the date of execution of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, subject to customary assumptions and
exclusions, the Holders of such Outstanding Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on 


 


35

















 


the same amounts, in the
same manner and at the same times as would have been the case if such
defeasance had not occurred.


 


(e) 
In the case of an election under clause (3) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, subject to customary assumptions and exclusions, the Holders of such
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.


 


(f) 
The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under clause (2) or (3) of this Section 4.2
(as the case may be) have been complied with.


 


(g) 
If the Securities are to be redeemed prior to their Stated Maturity (other than
from mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


 


(h) 
Notwithstanding any other provisions of this Section 4.2(4), such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 3.1.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 4.2 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities.


 


Anything
in this Section 4.2 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations (or other property and any proceeds therefrom) held
by it as provided in clause (4) of this Section 4.2 which, in the
opinion of a nationally recognized Independent Registered Public Accounting
Firm expressed in a written certification thereof delivered to the Trustee, are
in excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.


 


Section 4.3                          Application of
Trust Money


 


Subject
to the provisions of the last paragraph of Section 10.3, all money and
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section 4.3,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 4.1 or Section 4.2 in respect of any Outstanding
Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, 


 


36

















 


interest and Additional Amounts, if any, for whose payment such money
has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.


 


Section 4.4                          Qualifying
Trustee


 


Any
trustee appointed pursuant to Section 4.2 for the purpose of holding trust
funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for
herein to the related defeasance or covenant defeasance have been complied
with.  In no event shall the Trustee be
liable for any acts or omissions of said trustee.


 


ARTICLE 5



REMEDIES


 


Section 5.1                          Events of
Default


 


“Event
of Default,” wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer’s Certificate establishing
the terms of such series pursuant to this Indenture:


 


(1) 
default for 30 days in the payment when due of any interest on or any
Additional Amount in respect of any Security of such series;


 


(2) 
default in the payment of the principal of or any premium on any Security of
such series when the principal or premium becomes due and payable at Maturity;


 


(3) 
default in the deposit of any sinking fund payment when and as due by the terms
of any Security of such series, subject to any cure period specified in any
Security of such series;


 


(4) 
failure on the part of the Company duly to observe or perform any other of the
covenants or agreements (other than those described in clause (1), (2) or (3) above)
on the part of the Company with respect to that series contained in such
Securities or otherwise established with respect to that series of Securities
pursuant to Section 3.1 hereof or contained in this Indenture (other than
a covenant or agreement which has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) and such failure shall continue for a period of 60 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” shall have been given to the
Company by the Trustee, upon direction of Holders of at least 25% in principal
amount of the Outstanding Securities of that series; provided, however, that if
such failure is not capable of cure within such 60-day period, such 60-day
period shall be 


 


37

















 


automatically
extended by an additional 60 days so long as (i) such failure is subject
to cure, and (ii) the Company is using commercially reasonable efforts to
cure such failure; and provided, further, that a failure to comply with any
such other agreement in the indenture that results from a change in GAAP shall
not be deemed to be an Event of Default;


 


(5) 
a decree or order by a court having jurisdiction in the premises shall have
been entered adjudging the Company bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of the Company
under any applicable bankruptcy, insolvency, reorganization or other similar
law, and such decree or order shall have continued unvacated and unstayed for a
period of 90 days; an involuntary case shall be commenced under any applicable
bankruptcy, insolvency, reorganization or other similar law in respect of the Company
and shall continue undismissed for a period of 90 days or an order for relief
in such case shall have been entered and such order shall have remained in
force unvacated and unstayed for a period of 90 days; or a decree or order of a
court having jurisdiction in the premises shall have been entered for the
appointment on the ground of insolvency or bankruptcy of a receiver, custodian,
liquidator, trustee or assignee in bankruptcy or insolvency of the Company or
of its property, or for the winding up or liquidation of its affairs, and such
decree or order shall have remained in force unvacated and unstayed for a
period of 90 days;


 


(6) 
the Company shall institute proceedings to be adjudicated a voluntary bankrupt,
shall consent to the filing of a bankruptcy proceeding against it, shall file a
petition or answer or consent seeking liquidation or reorganization under any
applicable bankruptcy, insolvency, reorganization or other similar law, shall
consent to the filing of any such petition or shall consent to the appointment
on the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of its
property, or shall make a general assignment for the benefit of creditors; or


 


(7) 
any other Event of Default provided in or pursuant to the Indenture with
respect to Securities of the series, provided that any such Event of Default
that results from a change in GAAP shall not be deemed to be an Event of
Default.


 


Section 5.2                          Acceleration of
Maturity; Rescission and Annulment


 


If
an Event of Default specified in clause (5) or (6) of the definition
thereof above occurs, the principal of all Securities shall automatically
become due and payable without further action or notice, anything contained in
this Indenture or the Securities of each series or established with respect to
each series pursuant to Section 3.1 to the contrary notwithstanding.  If (a) upon the occurrence and
continuance of an Event of Default specified in clause (1) or (2) of
the definition thereof, the Company and the Trustee receive notice in writing
that Holders of not less than 25%, or (b) upon the occurrence and
continuance of any other Event of Default other than an Event of Default
specified in clause (1), (2), (5) and (6) of the definition thereof,
the Company and the Trustee receive notice in writing that Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes of that
series have declared the principal of all Securities of that series to be due
and payable immediately, then upon any such declaration the same shall become
and shall be immediately due and payable, anything contained in this Indenture
or in the Securities of that series or established with respect to that series
to the contrary notwithstanding.


 


38

















 


At
any time after a declaration of acceleration or automatic acceleration with
respect to the Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereafter in this Article 5 provided, the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series, by
written notice to the Company and the Trustee, may rescind and annul the
declaration or automatic acceleration and its consequences if:


 


(1) 
the Company has paid or deposited with the Trustee a sum of money sufficient to
pay (A) all overdue installments of interest on all Securities of such
series and any Additional Amounts payable with respect thereto, (B) the
principal of and any premium on any Securities of the series which have become
due otherwise than by the declaration of acceleration or automatic acceleration
and interest thereon and any Additional Amounts with respect thereto at the
rate or rates borne by or provided in such Securities, (C) interest upon
overdue interest at the rate or rates prescribed therefor in such Securities
and (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; and


 


(2) 
all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional
Amounts with respect to, Securities of such series which shall have become due
solely by the acceleration, shall have been cured or waived as provided in Section 5.3.


 


Section 5.3                          Collection of
Indebtedness and Suits for Enforcement by Trustee


 


The
Company covenants that if:


 


(1) 
default is made in the payment of any installment of interest on any Security,
or any Additional Amounts payable with respect thereto, when such interest or
Additional Amounts shall have become due and payable and such default continues
for any cure period specified with respect to such Security;


 


(2) 
default is made in the payment of any principal of or premium, if any, on, or
any Additional Amounts payable in respect of any principal of or premium, if
any, on any Security at its Maturity; or


 


(3) 
default is made in the deposit of any sinking fund payment, when and as due by
the terms of any Security and such default continues for any cure period
specified with respect to such Security;


 


the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities, the whole amount of money then due and
payable with respect to such Securities, with interest upon the overdue
principal, any premium and, to the extent that payment of such interest shall
be legally enforceable, upon any overdue installments of interest and
Additional Amounts at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount of money as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due to the Trustee under Section 6.7.


 


39

















 


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


 


If
an Event of Default with respect to the Securities of any series occurs and is
continuing, the Trustee may, and if (A) an Event of Default specified in
clause (1), (2), (5) or (6) of the definition thereof occurs and is
continuing, and Holders of not less than 25%, or (B) an Event of Default
other than an Event of Default specified in clause (1), (2), (5) or (6) of
the definition thereof occurs and is continuing, and Holders of not less than a
majority, in aggregate principal amount of the Outstanding Securities of such
series direct, so long as such Holders shall have provided the Trustee with
such indemnity as it shall require and subject to the provisions of Section 5.12,
the Trustee shall, proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series by such appropriate judicial
proceedings to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or such Securities
or in aid of the exercise of any power granted herein or therein, or to enforce
any other proper remedy.


 


Section 5.4                          Trustee May File
Proofs of Claim


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium, interest or Additional
Amounts) shall be entitled and empowered, by intervention in such proceeding or
otherwise,


 


(1) 
to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of the principal and any
premium, interest and Additional Amounts owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents or counsel) and of the Holders of Securities allowed in
such judicial proceeding, and


 


(2) 
to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities, to pay to the Trustee any amount due to it for the


 


40
















 


reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.7.


 


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


 


Section 5.5                          Trustee May Enforce
Claims without Possession of Securities


 


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


 


Section 5.6                          Application of
Money Collected


 


Any
money collected by the Trustee pursuant to this Article 5 with respect to
Securities of any series shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, or any premium, interest or Additional Amounts, upon
presentation of such Securities, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
and any predecessor Trustee under Section 6.7;


 


SECOND:  To the payment of the amounts then due and
unpaid upon such Securities for principal and any premium, interest and
Additional Amounts 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 aggregate amounts due and payable on such Securities for
principal and any premium, interest and Additional Amounts, respectively;


 


THIRD:  The balance, if any, to the Company.


 


Section 5.7                          Limitations on
Suits


 


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


 


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


 


41

















 


(2) 
(a) in the case of an Event of Default specified in clause (1), (2), (5) and
(6) of the definition thereof, Holders of not less than 25%, or (b) in
the case of an Event of Default other than as specified in clause (1), (2), (5) and
(6) of the definition thereof, Holders of not less than a majority, in
aggregate principal amount of the Outstanding Securities of such series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 


Section 5.8                          Unconditional
Right of Holders to Receive Principal and any Premium, Interest and Additional
Amounts


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of, any premium and (subject to Section 3.5 and Section 3.7)
interest on, and any Additional Amounts with respect to, such Security, on the
respective Stated Maturity or Maturities therefor specified in such Security
(or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


 


Section 5.9                          Restoration of
Rights and Remedies


 


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


 


42

















 


Section 5.10                    Rights and
Remedies Cumulative


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 5.11                    Delay or
Omission Not Waiver


 


No
delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article 5 or by law to the Trustee or to any Holder
of a Security may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder, as the case may be.


 


Section 5.12                    Control by
Holders of Securities


 


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


 


(1) 
such direction shall not be in conflict with any rule of law or with this
Indenture or with the Securities of any series and would not involve the
Trustee in personal liability,


 


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


 


(3) 
such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.


 


Section 5.13                    Waiver of Past
or Existing Defaults


 


The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such
series may waive any past or existing default or Event of Default hereunder
with respect to such series and its consequences, except a continuing default:


 


(1) 
in the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series, or


 


43

















 


(2) 
in respect of a covenant or provision hereof which under Article 9 hereof
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.


 


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


 


Section 5.14                    Waiver of Stay
or Extension Laws


 


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


 


Section 5.15                    Undertaking for
Costs


 


All
parties to this Indenture agree, and each Holder of any Security by his or her
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 any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, 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 5.15 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, and,
in the case of repayment, on or after the date for repayment) or for the
enforcement of the right, if any, to convert or exchange any Security into
Common Stock or other securities, cash or other property in accordance with its
terms.


 


ARTICLE 6



THE TRUSTEE


 


Section 6.1                          Certain Duties
and Responsibilities


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Except during the
continuance of an Event of Default with respect to the Securities of a series
of which a Responsible Officer has actual knowledge, the Trustee undertakes to
perform 


 


44

















 


such duties and only such duties as are specifically set forth in this
Indenture with respect to such Securities, and no implied covenants or
obligations shall be read into this Indenture with respect to such Securities
against the Trustee.  In case an Event of
Default of which a Responsible Officer has actual knowledge with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, with respect to
such Securities, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.  Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.  Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.1.


 


Section 6.2                          Certain Rights
of Trustee


 


Subject
to the provisions of Section 6.1:


 


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


 


(2) 
any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 3.3 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;


 


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


 


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


 


(5) 
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by or pursuant to this Indenture or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request or
direction of any of the Holders of Securities of any series pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


 


(6) 
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, 


 


45

















 


direction,
consent, order, bond, debenture, coupon, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may but shall
not be obligated to make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney at the expense of the Company
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;


 


(7) 
the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, attorneys or
custodians and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent, attorney or custodians appointed with due
care by it hereunder;


 


(8) 
the Trustee shall not be liable in its individual capacity for any action taken
or suffered to be taken, unless it shall be proved that the Trustee was
negligent, acted in bad faith or engaged in willful misconduct;


 


(9) 
the Authenticating Agent, Paying Agent, and Security Registrar shall have the
same protections as the Trustee set forth hereunder;


 


(10) 
the Trustee shall not be liable in its individual capacity with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with this Indenture, and, to the extent not so provided herein, with respect to
any act requiring the Trustee to exercise its own discretion, 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 or any Securities, unless it shall be proved that, in connection
with any such action taken, suffered or omitted or any such act, the Trustee
was negligent, acted in bad faith or engaged in willful misconduct;


 


(11)  no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers;


 


(12)  the Trustee shall not be charged with
knowledge or required to take notice of any default or Event of Default with
respect to the Securities unless either (A) a Responsible Officer shall
have actual knowledge of such default or Event of Default or (B) written
notice of such default or Event of Default, which references the Securities and
this Indenture, shall have been given to a Responsible Officer by the Company
or other obligor on such Securities or by any Holder of such Securities;


 


(13)  the Trustee shall not be liable in its
individual capacity for any action taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture;


 


(14)  the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian,
director, officer, employee and other Person employed to act hereunder;


 


46

















 


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


 


(16)  the permissive rights of the Trustee to take
certain actions under or perform any discretionary act enumerated in this
Indenture shall not be construed as a duty unless so specified herein, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such action or act;


 


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


 


(18)  in no event shall the Trustee be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action; and


 


(19)  in no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 6.3                          Notice of
Defaults


 


Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series of which a Responsible Officer has actual knowledge,
the Trustee shall give the Holders of Securities of such series entitled to
receive reports pursuant to Section 7.3, notice of such default hereunder
actually known to a Responsible Officer, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in
the payment of the principal of (or premium, if any), or interest, if any, on,
or Additional Amounts or any sinking fund or purchase fund installment with
respect to, any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 5.1(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose of this Section, the term 


 


47

















 


“default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.


 


Section 6.4                          Not Responsible
for Recitals or Issuance of Securities


 


The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes
no representations as to the validity, sufficiency or priority of this
Indenture or of the Securities.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.  Except with respect to the authentication of
Securities pursuant to Section 3.3, the Trustee shall not be responsible
for the legality or the validity of this Indenture or any Securities issued or
to be issued hereunder.


 


Section 6.5                          May Hold
Securities


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.


 


Section 6.6                          Money Held in
Trust


 


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


 


Section 6.7                          Compensation
and Reimbursement


 


The
Company agrees:


 


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


 


(2) 
except as otherwise expressly provided herein, to reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be caused by the Trustee’s own negligence or willful
misconduct; and


 


(3) 
to fully indemnify each of the Trustee and any predecessor Trustee and its
agents, officers, directors and employees for, and to hold them harmless
against, any loss, liability, 


 


48

















 


damage,
claim or expense (including reasonable legal fees and expenses), including
taxes (other than taxes based on the income of the Trustee), incurred without
negligence or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including
the reasonable costs and expenses of defending themselves against any claim or
liability (whether asserted by the Company, a Holder of Securities, or any
other Person) in connection with the exercise or performance of any of their
powers or duties hereunder.


 


As
security for the performance of the payment obligations of the Company under
this Section 6.7, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
or interest on, or any Additional Amounts with respect to, particular
Securities.  Such lien shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture.  Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services after a default or Event of Default
specified in Section 5.1(5) and 5.1(6) hereof occurs, the
expenses and the compensation for the services (including the fees and expense
of its agents and counsel) are intended to constitute expense of administration
under U.S. Code, Title 11 or any other similar foreign, federal or state law
for the relief of debtors.


 


Without
prejudice to any other rights available to the Trustee under applicable law, to
the extent permitted by law any compensation or expense incurred by the Trustee
after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law.  “Trustee” for purposes
of this Section 6.7 shall include any predecessor Trustee but the
negligence or willful misconduct of any Trustee shall not affect the rights of
any other Trustee under this Section 6.7.


 


Notwithstanding
any other provision of this Indenture to the contrary, in no event shall the
Trustee be liable for special, indirect or consequential damages of any kind
whatsoever (including but not limited to lost profits) even if the Trustee had
been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


The
provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.


 


Section 6.8                          Corporate
Trustee Required; Eligibility; Conflicting Interests


 


There
shall at all times be a Trustee hereunder that is a Corporation or a national
banking association, organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, eligible
under Section 310(a)(1) of the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act and that has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000 subject to supervision or
examination by federal or state authority. 
If at any time the Trustee shall cease to be eligible in accordance with
the provisions 


 


49

















 


of this Section 6.8, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article 6.


 


If
the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by such Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one
series.


 


Section 6.9                          Resignation and
Removal; Appointment of Successor


 


(1) 
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article 6 shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 6.10.


 


(2) 
The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.10 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.


 


(3) 
The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the
Company.  If the instrument of acceptance
by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.  The Trustee
for one or more series of Securities may be removed by the Company, so long as
no default or Event of Default has occurred and is continuing with respect to
such series.


 


(4) 
If at any time:


 


(a) 
the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of
the Trust Indenture Act with respect to Securities of any series after written
request therefor by the Company or any Holder of a Security of such series who
has been a bona fide Holder of a Security of such series for at least six
months, or


 


(b) 
the Trustee shall cease to be eligible under Section 6.8 and shall fail to
resign after written request therefor by the Company or any such Holder, or


 


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


 


50
















 


then,
in any such case,


 


(i)                                   the Company, by
or pursuant to a Company Order, may remove the Trustee with respect to all
Securities or the Securities of such series, or


 


(ii)                                subject to Section 5.15,
any Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees.


 


(5) 
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Company
Order, shall promptly appoint a successor Trustee or Trustees with respect to
the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. 
If, within one year after such resignation, removal or incapacity, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.10, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. 
If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 6.10, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(6) 
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register. 
Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.


 


(7) 
In no event shall any retiring Trustee be liable for the acts or omissions of
any successor Trustee hereunder.


 


Section 6.10                    Acceptance of
Appointment by Successor


 


(1) 
Upon the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the 


 


51

















 


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 hereunder of the retiring Trustee;
but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and, subject to Section 10.3, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder, subject nevertheless to its lien, if any, provided
for in Section 6.7.


 


(2) 
Upon the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (b) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (c) 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 notice given to,
or received by, or 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 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 with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
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 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 such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates and subject to Section 10.3 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, subject to
its lien, if any, provided for in Section 6.7.


 


(3) 
Upon request of any Person appointed hereunder as a 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.


 


52

















 


(4) 
No Person shall accept its appointment hereunder as a successor Trustee unless
at the time of such acceptance such successor Person shall be qualified and
eligible under this Article 6.


 


Section 6.11                    Merger,
Conversion, Consolidation or Succession to Business


 


Any
Corporation or national banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any Corporation or
national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Corporation or
national banking association succeeding to all or substantially all of the
corporate trust business of the Trustee by sale or otherwise, shall be the
successor of the Trustee hereunder, provided such Corporation or national
banking association shall otherwise be qualified and eligible under this Article 6,
in each case without the execution or filing of any paper or any further act on
the part of any of the parties hereto. 
In case any Securities shall have been authenticated but not delivered
by the Trustee then in office, any successor by merger, conversion 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 6.12                    Appointment of
Authenticating Agent


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption or partial repayment or pursuant to Section 3.6, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.


 


Each
Authenticating Agent must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation or
national banking association that would be permitted by the Trust Indenture Act
to act as trustee under an indenture qualified under the Trust Indenture Act,
is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at
least $50,000,000.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, it shall resign immediately in the manner
and with the effect specified in this Section 6.12.


 


Any
Corporation or national banking association into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
Corporation or national banking association resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a
party, or any Corporation or national banking association succeeding to all or
substantially all of the corporate agency or corporate trust business of an 


 


53

















 


Authenticating Agent, shall be the successor of such Authenticating
Agent hereunder, provided such Corporation or national banking association
shall be otherwise eligible under this Section 6.12, without the execution
or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company.  The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 6.12,
the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Registered Securities, if any, of the
series with respect to which such Authenticating Agent shall serve, as their
names and addresses appear in the Security Register.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 6.12.


 


The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.12 to the extent agreed
in writing.


 


The
provisions of Section 3.3, Section 6.1, Section 6.4 and Section 6.5
shall be applicable to each Authenticating Agent.


 


If
an Authenticating Agent is appointed with respect to one or more series of Securities
pursuant to this Section 6.12, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:


 


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


 


	
   

  	
   

  	
  ,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  	
   

  
	
   

  	
  Dated:

  
				



 


If
all of the Securities of any series may not be originally issued at one time,
and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes
to have Securities of such series 


 


54

















 


authenticated upon original issuance, the Trustee, if so requested by
Company Request (which writing need not be accompanied by or contained in an
Officer’s Certificate), shall appoint in accordance with this Section 6.12
(and subject to such procedures as shall be acceptable to the Trustee) an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


ARTICLE 7



HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1                          Company to
Furnish Trustee Names and Addresses of Holders


 


In
accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee:


 


(1) 
semi-annually with respect to Securities of each series not later than 15 days
after each Regular Record Date in respect of Securities of a series, a list, in
each case in such form as the Trustee may reasonably require, of the names and
addresses of Holders of such Securities as of the applicable date, and


 


(2) 
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 so long as the Trustee is the Security Registrar no such list
shall be required to be furnished.


 


Section 7.2                          Preservation of
Information; Communications to Holders


 


The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312
of the Trust Indenture Act.


 


Every
Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company, the Trustee, any Paying Agent
or any Security Registrar shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders of
Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust
Indenture Act.


 


Section 7.3                          Reports by
Trustee


 


(1) 
Within 60 days after May 15 of each year commencing with the first May 15
following the first issuance of Securities pursuant to Section 3.1, if
required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture
Act, a brief report dated as of such May 15 with respect to any of the
events specified in said Section 313(a) which may have occurred since
the later of the immediately preceding May 15 and the date of this
Indenture.


 


55

















 


(2) 
The Trustee shall transmit any reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.


 


(3) 
A copy of each report, if any, described in Section 7.3(1) and (2) shall,
at the time of such transmission to Holders, be filed by the Trustee with each
stock exchange, if any, upon which the Securities are listed, with the
Commission and with the Company.  The
Company will promptly notify the Trustee when the Securities are listed on any
stock exchange and of any delisting thereof.


 


Section 7.4                          Reports by
Company


 


The
Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:


 


(1) 
file with the Trustee, within 30 days after the Company has filed the same with
the Commission, unless such reports are available on the Commission’s EDGAR
filing system (or any successor thereto), copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any
of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of Section 13 or Section 15(d) of
the Exchange Act, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act
in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


(3) 
transmit within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of
this Section 7.4 as may be required by rules and regulations
prescribed from time to time by the Commission.


 


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


 


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ARTICLE 8



CONSOLIDATION, MERGER AND SALES


 


Section 8.1                          Company May Consolidate,
etc., Only on Certain Terms


 


The
Company shall not directly or indirectly consolidate with or merge with or
into, or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets and properties and the assets and properties of
its Subsidiaries (taken as a whole) to another Person in one or more related
transactions unless:


 


(1) 
either:  (A) the Company is the
survivor; or (B) the Person formed by or surviving any such consolidation
or merger (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made is a Person
organized or existing under the laws of the United States, any state of the
United States or the District of Columbia;


 


(2) 
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer,
lease, conveyance or other disposition has been made shall expressly assume, by
an indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, in form reasonably satisfactory to the Trustee, executed
by the successor Person and delivered to the Trustee, the due and punctual
payment of the principal of, any premium and interest on and any Additional
Amounts with respect to, all the Securities and the performance of every
obligation in this Indenture and the Outstanding Securities on the part of the
Company to be performed or observed and shall provide for conversion or
exchange rights in accordance with the provisions of the Securities of any
series that are convertible or exchangeable into Common Stock or other
securities, cash or other property;


 


(3) 
either the Company or the successor Person shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with this Article 8
and that all conditions precedent herein provided for relating to such
transaction have been complied with; and


 


(4) 
immediately after giving effect to such transaction, no Event of Default or
event which, after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing.


 


Section 8.2                          Successor
Person Substituted for Company


 


Upon
any consolidation by the Company with or merger of the Company into any other
Person or Persons where the Company is not the survivor or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the properties and assets of the Company and the properties and assets of its
Subsidiaries (taken as a whole) to any Person or Persons in accordance with Section 8.1,
the successor Person formed by such consolidation or into which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right 


 


57

















 


and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein; and thereafter,
except in the case of a lease, the predecessor Person shall be released from
all obligations and covenants under this Indenture and the Securities.


 


ARTICLE 9



SUPPLEMENTAL INDENTURES


 


Section 9.1                          Supplemental
Indentures Without Consent of Holders


 


Without
the consent of any Holders of Securities, the Company (when authorized by or
pursuant to a Board Resolution) and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


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


 


(2) 
to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (as shall be specified in such supplemental indenture
or indentures) or to surrender any right or power herein conferred upon the
Company; provided, that in respect of any such additional covenant, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such a default
or may limit the remedies available to the Trustee upon an Event of Default or
may limit the right of the Holders of a majority in aggregate principal amount
of the Securities of such series to waive such an Event of Default; or


 


(3) 
to establish the form or terms of Securities of any series as permitted by Section 2.1
and Section 3.1; or


 


(4) 
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.10; or


 


(5) 
to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture; provided that no action pursuant to this clause (5) shall
adversely affect the interests of the Holders of Securities of any series then
Outstanding in any material respect; or


 


(6) 
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; or


 


58

















 


(7) 
to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or


 


(8) 
to supplement any of the provisions of this Indenture to such extent as shall
be necessary for the defeasance and discharge of any series of Securities
pursuant to Article 4, provided that any such action shall not adversely
affect the interests of any Holder of an Outstanding Security of such series or
any other Security in any material respect; or


 


(9) 
to make provisions with respect to conversion or exchange rights of Holders of
Securities of any series; or


 


(10) 
to add guarantees in respect of the Securities of one or more series and to provide
for the terms and conditions of release thereof; or


 


(11)  to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Securities of one or more series any
property or assets and to provide for the terms and conditions of release
thereof; or


 


(12)  to change or eliminate any of the provisions
of this Indenture, provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


 


(13)  to provide for Definitive Securities in
addition to or in place of Global Securities; or


 


(14)  to qualify the Indenture under the Trust
Indenture Act; or


 


(15)  with respect to the Securities of a series,
to conform the text of the Indenture or the Securities of such series to any
provision of the description thereof in the Company’s offering memorandum or
prospectus relating to the initial offering of such Securities, to the extent
that such provision, in the good faith judgment of the Company, was intended to
be a verbatim recitation of a provision of the Indenture or such Securities; or


 


(16)  to make any other change that does not
adversely affect the rights of Holders of Outstanding Securities in any
material respect.


 


The
Trustee is hereby required to join with the Company and any guarantors in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Section 9.2                          Supplemental
Indentures With Consent of Holders


 


With
the consent of the Holders of not less than a majority (or such greater amount
as is provided for a particular series of Securities) in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (including consents obtained in connection 


 


59

















 


with a purchase of, or tender offer or exchange offer for, Securities
of such series), by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution) and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture or of the Securities of such series; provided, however, that no such
supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall:


 


(1) 
change the Stated Maturity of the principal of, or any premium or installment
of interest on or any Additional Amounts with respect to, any Security, or
reduce the principal amount thereof or the rate (or modify the calculation of
such rate in a manner that reduces such rate) of interest thereon or any
Additional Amounts with respect thereto, or any premium payable upon the redemption
thereof or otherwise, or change the obligation of the Company to pay Additional
Amounts pursuant to Section 10.4, or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2
or the amount thereof provable in bankruptcy pursuant to Section 5.4,
change the redemption provisions or adversely affect the right of repayment at
the option of any Holder as contemplated by Article 13, or change the
Place of Payment for any Security or the Currency in which the principal of,
any premium or interest on, or any Additional Amounts with respect to any
Security is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment at the
option of the Holder, on or after the date for repayment); or


 


(2) 
reduce the percentage in principal amount of the Outstanding Securities of any
series the consent of the Holders of which are required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 15.4 for quorum or voting; or


 


(3) 
modify any of the provisions of this Section 9.2 or Section 5.13 or Section 10.5,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; or


 


(4) 
make any change that adversely affects the right to convert or exchange any
Security into or for Common Stock or other securities, cash or other property
in accordance with the terms of such Security.


 


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


 


60
















 


It
shall not be necessary for any Act of Holders of Securities under this Section 9.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


 


Upon
the request of the Company, accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders of Securities as
aforesaid, the Trustee shall join with the Company and any guarantors 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.


 


Section 9.3                          Execution of
Supplemental Indentures


 


As
a condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 9 or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Officer’s
Certificate and Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4                          Revocation of Consents


 


Notwithstanding
clause (5) of Section 1.4, any Holder of a Security or future Holder
of the same Security may revoke a consent as to its Security or portion of a
Security.  Any revocation of a consent by
the Holder of a Security or any such future Holder shall be effective only if
the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officer’s Certificate from the Company certifying that the
requisite number of consents have been received.  If, however, a record date is fixed pursuant
to Section 1.4, then notwithstanding the second preceding sentence, those
Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.


 


Section 9.5                          Effect of
Supplemental Indentures


 


A
supplemental indenture or waiver becomes effective upon the (a) receipt by
the Company or the Trustee of the requisite number of consents (if required), (b) satisfaction
of any conditions to effectiveness as set forth in this Indenture or any such
supplemental indenture or waiver and (c) with respect to a supplemental
indenture, execution of such supplemental indenture by the Company and the
Trustee.  After a supplemental indenture
or waiver becomes effective, it shall bind every Holder, unless it makes a
change described in any of clauses (1) through (4) of Section 9.2,
in which case, the supplemental indenture or waiver shall bind a Holder of a
Security who is affected thereby only if it has consented to such supplemental
indenture or waiver and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security.  Upon the effectiveness of any supplemental
indenture under this Article, this Indenture shall be modified in accordance 


 


61

















 


therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and, except as provided in the preceding sentence,
every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.


 


Section 9.6                          Reference in
Securities to Supplemental Indentures


 


Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


Section 9.7                          Conformity with
Trust Indenture Act


 


Every
supplemental indenture executed pursuant to this Article 9 shall conform
to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.8                          Notice of
Supplemental Indenture


 


Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to Section 9.2, the Company shall transmit to the
Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture; provided, that any
failure to provide, or any defect in any such notice, shall not impair the
validity of any such supplemental indenture.


 


ARTICLE 10




COVENANTS


 


Section 10.1                    Payment of
Principal, any Premium, Interest and Additional Amounts


 


The
Company covenants and agrees for the benefit of the Holders of the Securities
of each series that it will duly and punctually pay the principal of, any
premium and interest on and any Additional Amounts with respect to, the
Securities of such series in accordance with the terms thereof and this
Indenture.


 


Section 10.2                    Maintenance of
Office or Agency


 


The
Company shall maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange, where Securities of such series that are
convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company in respect of the Securities
of such series relating thereto and this Indenture may be served.  The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such Office or
Agency.  If at any time the Company shall
fail to maintain any such required 


 


62

















 


Office or Agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 


The
Company may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes.  The Company shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other Office or Agency.


 


Unless
otherwise provided in or pursuant to this Indenture, the Company hereby
designates as the Place of Payment for each series of Securities the Borough of
Manhattan, The City of New York, and initially appoints the Corporate Trust
Office of                                                             ,
located at                                                             ,
as the Office or Agency of the Company in the Borough of Manhattan, The City of
New York for such purpose.  The Company
may subsequently appoint a different Office or Agency in the Borough of
Manhattan, The City of New York for the Securities of any series.


 


Section 10.3                    Money for
Securities Payments to Be Held in Trust


 


If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it shall, on or before each due date of the principal of,
any premium or interest on or Additional Amounts with respect to any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall
promptly notify the Trustee of its failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, on or prior to each due date of the principal of, any premium or
interest on or any Additional Amounts with respect to any Securities of such
series, deposit with any Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal or any premium, interest
or Additional Amounts so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its failure so to act.


 


The
Company shall cause each Paying Agent for any series of Securities (other than
the Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent shall:


 


63

















 


(1) 
hold all sums held by it for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to Securities of such series
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as provided in or pursuant to
this Indenture;


 


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


 


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


 


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


 


Except
as otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for
two years after such principal or any such premium or interest or any such
Additional Amounts shall have become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company either cause to be published once, in an Authorized Newspaper in each Place
of Payment for such series, or may cause to be mailed once to Holders of
Registered Securities of such series, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing nor later than two years after
such principal and any premium or interest or Additional Amounts shall have
become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company.


 


Section 10.4                    Additional
Amounts


 


If
any Securities of a series provide for the payment of Additional Amounts, the
Company agrees to pay to the Holder of any such Security Additional Amounts as
provided in or pursuant to this Indenture or such Securities.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided by
the terms of such series established hereby or pursuant hereto to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms, and express mention of the payment of
Additional Amounts (if 


 


64

















 


applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


Except
as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officer’s Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officer’s Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series who are United States Aliens (as
demonstrated by delivery of appropriate tax forms) without withholding for or
on account of any tax, assessment or other governmental charge described in the
Securities of such series.  If any such
withholding shall be required, then such Officer’s Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities, and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by the terms of such
Securities.  The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officer’s Certificate furnished
pursuant to this Section 10.4.


 


Section 10.5                    Waiver of
Certain Covenants


 


The
Company may omit in any particular instance to comply with any term, provision
or condition specified pursuant to Section 3.1 with respect to the
Securities of any series if the Company shall have obtained or filed with the
Trustee, prior to the time of such failure or omission, evidence (as described
in Section 1.4) of the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series, by Act of such
Holders, either waiving such compliance in such instance or generally waiving
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective in accordance with Section 9.5,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.


 


Section 10.6                    Company
Statement as to Compliance


 


(1) 
If any Securities are Outstanding under this Indenture, the Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement (which need not be contained in or accompanied by an Officer’s
Certificate) signed by the principal executive officer, the principal financial
officer or the principal accounting officer, stating that:


 


(a) 
in the course of the performance of his or her duties as an officer of the
Company he or she would normally have knowledge of any default by the Company
in the performance of the covenants contained in this Indenture, and


 


65

















 


(b) 
to his or her knowledge, the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there
has been a noncompliance in the fulfillment of any such condition or covenant,
specifying each such noncompliance known to him or her and the nature and
status thereof.


 


(2) 
The Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Indenture other than to receive written notices
described in Section 10.6(1).


 


ARTICLE 11




REDEMPTION OF SECURITIES


 


Section 11.1                    Applicability
of Article


 


Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant hereto)
this Article 11.


 


Section 11.2                    Election to
Redeem; Notice to Trustee


 


The
election of the Company to optionally redeem any Securities shall be evidenced
by or pursuant to a Board Resolution.  In
case of any redemption at the election of the Company of the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. 
In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer’s Certificate evidencing compliance with such
restriction or condition.


 


Section 11.3                    Selection by
Trustee of Securities to be Redeemed


 


If
less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption on a pro rata
basis or by lot (whichever is consistent with the Trustee’s customary practice);
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Registered Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.


 


The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.


 


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


 


Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into or
exchanged for Common Stock or other securities, cash or other property in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security shall
be deemed (so far as may be) to be the portion selected for redemption.  Securities which have been converted or
exchanged during a selection of Securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection.


 


Section 11.4                    Notice of
Redemption


 


Notice
of redemption shall be given in the manner provided in Section 1.6, not
less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to
give notice by mailing in the manner herein provided to the Holder of any
Registered Securities designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other Securities or portion thereof.


 


Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.


 


All
notices of redemption shall state:


 


(1) 
the Redemption Date;


 


(2) 
the Redemption Price or if not then ascertainable, the manner of calculation
thereof;


 


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


 


(4) 
in case any Security is to be redeemed in part only, the notice which relates
to such Security shall state that on and after the Redemption Date, upon
surrender of such Security, the Holder of such Security will receive, without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;


 


(5) 
that, on the Redemption Date, the Redemption Price shall become due and payable
upon each such Security or portion thereof to be redeemed, and, if applicable,
that interest thereon shall cease to accrue on and after said date, subject to
such conditions as may be specified pursuant to Section 3.1 with respect
to such Security;


 


(6) 
the place or places where such Securities are to be surrendered for payment of
the Redemption Price and any accrued interest and Additional Amounts pertaining
thereto;


 


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(7) 
that the redemption is for a sinking fund, if such is the case;


 


(8) 
in the case of Securities of any series that are convertible or exchangeable
into Common Stock or other securities, cash or other property, the conversion
or exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange; and


 


(9) 
the CUSIP number (or any other numbers used by a Depositary to identify such
Securities).


 


A
notice of redemption published as contemplated by Section 1.6 need not
identify particular Registered Securities to be redeemed.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, upon Company Request, by the Trustee in the name
and at the expense of the Company.


 


Section 11.5                    Deposit of
Redemption Price


 


At
or prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 11.4, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money in the applicable
Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 3.1 or in the Securities of such series) any accrued
interest on and Additional Amounts with respect to such accrued interest, all
such Securities or portions thereof which are to be redeemed on that date.


 


Section 11.6                    Securities
Payable on Redemption Date


 


Notice
of redemption having been given as aforesaid and all conditions specified
pursuant to Section 3.1 having been satisfied, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with any accrued interest and
Additional Amounts to the Redemption Date; provided, however, that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates
therefor according to their terms and the provisions of Section 3.7.


 


Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security called for redemption shall not be so paid upon
surrender thereof for redemption, 


 


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the principal and any premium, until paid, shall bear interest from the
Redemption Date at the rate prescribed therefor in the Security.


 


Section 11.7                    Securities
Redeemed in Part


 


Any
Registered Security which is to be redeemed only in part shall be surrendered
at any Office or Agency for such Security (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal amount of the
Security so surrendered.  If a Global
Security is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to or on behalf of the U.S. Depositary or other
Depositary for such Global Security as shall be specified in the Company Order
with respect thereto to the Trustee, without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered.


 


Section 11.8                    Repurchases on
the Open Market


 


The
Company or any Affiliate of the Company may at any time or from time to time
repurchase any of the Securities in the open market or otherwise.  Such Securities may, at the option of the
Company or the relevant Affiliate of the Company, be held, resold or
surrendered to the Trustee for cancellation.


 


ARTICLE 12




SINKING FUNDS


 


Section 12.1                    Applicability
of Article


 


The
provisions of this Article 12 shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.


 


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 such 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 12.2.  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 and this
Indenture.


 


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Section 12.2                    Satisfaction of
Sinking Fund Payments with Securities


 


The
Company may, in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of any series to be made pursuant to the terms
of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company) and (2) apply as a credit Securities of such series which have
been redeemed either at the election of the Company pursuant to the terms of
such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, 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.  If as a result of the delivery or credit of
Securities of any series in lieu of cash payments pursuant to this Section 12.2,
the principal amount of Securities of such series to be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.


 


Section 12.3                    Redemption of
Securities for Sinking Fund


 


Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 12.2, and the basis for such credit and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. 
If such Officer’s Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified.  Not less than 60 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 11.3
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 11.4.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6 and Section 11.7.


 


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ARTICLE 13



REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1                    Applicability
of Article


 


Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the Securities
of such series.  The repayment of any
principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 3.9,
shall not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled.  Notwithstanding
anything to the contrary contained in this Section 13.1, in connection
with any repayment of Securities, the Company may arrange for the purchase of
any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.


 


ARTICLE 14



SECURITIES IN FOREIGN CURRENCIES


 


Section 14.1                    Applicability
of Article


 


Whenever
this Indenture provides for (i) any action by, or the determination of any
of the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, or (ii) any distribution
to Holders of Securities, in the absence of any provision to the contrary
pursuant to this Indenture or the Securities of any particular series, any
amount in respect of any Security denominated in a Foreign Currency shall be
treated for any such action or distribution as that amount of Dollars that
could be obtained for such amount on such reasonable basis of exchange and as
of the record date with respect to Registered Securities of such series (if
any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Company
may specify in a written notice to the Trustee or, in the absence of such
written notice, as the Trustee may determine.


 


ARTICLE 15



MEETINGS OF HOLDERS OF SECURITIES


 


Section 15.1                    Purposes for
Which Meetings May Be Called


 


A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article 15 to make, give or take any
request, demand, authorization, 


 


71

















 


direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such series.


 


Section 15.2                    Call, Notice
and Place of Meetings


 


(1) 
The Trustee may at any time call a meeting of Holders of Securities of any
series for any purpose specified in Section 15.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York as the
Trustee may select and as shall be acceptable to the Company.  Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 1.6, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(2) 
In case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 15.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in clause (1) of this Section 15.4.


 


Section 15.3                    Persons
Entitled to Vote at Meetings


 


To
be entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders.  The only Persons
who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


Section 15.4                    Quorum; Action


 


The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of a different percentage in
principal amount of the Outstanding Securities of a series, the Persons
entitled to vote such percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum.  In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened
at the request of Holders of Securities of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be 


 


72

















 


further adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 15.2(1),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a
quorum.


 


Except
as limited by the proviso to Section 9.2, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2,
any resolution with respect to any consent or waiver which this Indenture or
any supplemental indenture expressly provides may be given by the Holders of at
least 66-2/3% in principal amount of the Outstanding Securities of a series may
be adopted at a meeting or an adjourned meeting duly convened and at which a
quorum is present as aforesaid only by the affirmative vote of the Holders of
66-2/3% in principal amount of the Outstanding Securities of that series; and
provided, further, that, except as limited by the proviso to Section 9.2,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture or any supplemental
indenture expressly provides may be made, given or taken by the Holders of a
different specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series, may be adopted at a meeting
or an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of such series.


 


Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section 15.4 shall be binding
on all the Holders of Securities of such series, whether or not such Holders
were present or represented at the meeting.


 


Section 15.5                    Determination
of Voting Rights; Conduct and Adjournment of Meetings


 


(1) 
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.4 and the appointment of any proxy shall be proved
in the manner specified in Section 1.4. 
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.


 


(2) 
The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 15.2(2), in which case the
Company or the Holders of Securities of the 


 


73

















 


series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman.  A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


(3) 
At any meeting, each Holder of a Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such
series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series or
proxy.


 


(4) 
Any meeting of Holders of Securities of any series duly called pursuant to Section 15.2
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


Section 15.6                    Counting Votes
and Recording Action of Meetings


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the permanent
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, at
least in triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the permanent secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 15.2
and, if applicable, Section 15.4. 
Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


74

















 


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


 


 


	
   

  	
  [CENVEO
  INC.] [CENVEO CORPORATION]

  
	
   

  	
   

  
	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ,

  	
   

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: