exv4w1



 





Exhibit 4.1




PROPERTY TRUST OF AMERICA




TO

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Trustee




Indenture

Dated as of February 1, 1994




Senior Debt Securities




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	ARTICLE ONE	 	 	 	 
	 
	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 101.
	 	Definitions	 	 	1	 
	 
	 	Acquired Debt	 	 	2	 
	 
	 	Act	 	 	2	 
	 
	 	Additional Amounts	 	 	2	 
	 
	 	Affiliate	 	 	2	 
	 
	 	Annual Service Charge	 	 	2	 
	 
	 	Authenticating Agent	 	 	2	 
	 
	 	Authorized Newspaper	 	 	2	 
	 
	 	Bankruptcy Law	 	 	2	 
	 
	 	Bearer Security	 	 	3	 
	 
	 	Board of Trustees	 	 	3	 
	 
	 	Board Resolution	 	 	3	 
	 
	 	Business Day	 	 	3	 
	 
	 	Capital Stock	 	 	3	 
	 
	 	CEDEL	 	 	3	 
	 
	 	Commission	 	 	3	 
	 
	 	Company	 	 	3	 
	 
	 	Company Request and Company Order	 	 	3	 
	 
	 	Consolidated Income Available for Debt Service	 	 	3	 
	 
	 	Conversion Event	 	 	4	 
	 
	 	Corporate Trust Office	 	 	4	 
	 
	 	corporation	 	 	4	 
	 
	 	coupon	 	 	4	 
	 
	 	Custodian	 	 	4	 
	 
	 	Debt	 	 	4	 
	 
	 	Defaulted Interest	 	 	4	 
	 
	 	Disqualified Stock	 	 	4	 
	 
	 	Dollar or $	 	 	5	 
	 
	 	DTC	 	 	5	 
	 
	 	Earnings from Operations	 	 	5	 
	 
	 	ECU	 	 	5	 
	 
	 	Euroclear	 	 	5	 
	 
	 	European Communities	 	 	5	 
	 
	 	European Monetary System	 	 	5	 
	 
	 	Event of Default	 	 	5	 
	 
	 	Foreign Currency	 	 	5	 
	 
	 	GAAP	 	 	5	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	Government Obligations	 	 	5	 
	 
	 	Holder	 	 	6	 
	 
	 	Indenture	 	 	6	 
	 
	 	Indexed Security	 	 	6	 
	 
	 	interest	 	 	6	 
	 
	 	Interest Payment Date	 	 	6	 
	 
	 	Make-Whole Amount	 	 	6	 
	 
	 	Maturity	 	 	7	 
	 
	 	Officers’ Certificate	 	 	7	 
	 
	 	Opinion of Counsel	 	 	7	 
	 
	 	Original Issue Discount Security	 	 	7	 
	 
	 	Outstanding	 	 	7	 
	 
	 	Paying Agent	 	 	8	 
	 
	 	Person	 	 	8	 
	 
	 	Place of Payment	 	 	8	 
	 
	 	Predecessor Security	 	 	8	 
	 
	 	Redemption Date	 	 	9	 
	 
	 	Redemption Price	 	 	9	 
	 
	 	Registered Security	 	 	9	 
	 
	 	Regular Record Date	 	 	9	 
	 
	 	Repayment Date	 	 	9	 
	 
	 	Repayment Price	 	 	9	 
	 
	 	Responsible Officer	 	 	9	 
	 
	 	Securities Act	 	 	9	 
	 
	 	Security	 	 	9	 
	 
	 	Security Register and Security Registrar	 	 	9	 
	 
	 	Significant Subsidiary	 	 	9	 
	 
	 	Special Record Date	 	 	9	 
	 
	 	Stated Maturity	 	 	9	 
	 
	 	Subsidiary	 	 	10	 
	 
	 	Total Assets	 	 	10	 
	 
	 	Trust Indenture Act or TIA	 	 	10	 
	 
	 	Trustee	 	 	10	 
	 
	 	Undepreciated Real Estate Assets	 	 	10	 
	 
	 	United States	 	 	10	 
	 
	 	United States person	 	 	10	 
	 
	 	Yield to Maturity	 	 	10	 
	SECTION 102.
	 	Compliance Certificates and Opinions	 	 	11	 
	SECTION 103.
	 	Form of Documents Delivered to Trustee	 	 	11	 
	SECTION 104.
	 	Acts of Holders	 	 	12	 
	SECTION 105.
	 	Notices, etc., to Trustee and Company	 	 	14	 
	SECTION 106.
	 	Notice to Holders; Waiver	 	 	14	 
	SECTION 107.
	 	Effect of Headings and Table of Contents	 	 	15	 
	SECTION 108.
	 	Successors and Assigns	 	 	15	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 109.
	 	Separability Clause	 	 	15	 
	SECTION 110.
	 	Benefits of Indenture	 	 	15	 
	SECTION 111.
	 	No Personal Liability	 	 	15	 
	SECTION 112.
	 	Governing Law	 	 	16	 
	SECTION 113.
	 	Legal Holidays	 	 	16	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE TWO	 	 	 	 
	 
	 	SECURITIES FORMS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 201.
	 	Forms of Securities	 	 	16	 
	SECTION 202.
	 	Form of Trustee’s Certificate of Authentication	 	 	17	 
	SECTION 203.
	 	Securities Issuable in Global Form	 	 	17	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE THREE	 	 	 	 
	 
	 	THE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 301.
	 	Amount Unlimited; Issuable in Series	 	 	18	 
	SECTION 302.
	 	Denominations	 	 	21	 
	SECTION 303.
	 	Execution, Authentication, Delivery and Dating	 	 	22	 
	SECTION 304.
	 	Temporary Securities	 	 	24	 
	SECTION 305.
	 	Registration, Registration of Transfer and Exchange	 	 	26	 
	SECTION 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	30	 
	SECTION 307.
	 	Payment of Interest; Interest Rights Preserved	 	 	31	 
	SECTION 308.
	 	Persons Deemed Owners	 	 	33	 
	SECTION 309.
	 	Cancellation	 	 	34	 
	SECTION 310.
	 	Computation of Interest	 	 	34	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE FOUR	 	 	 	 
	 
	 	SATISFACTION AND DISCHARGE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 401.
	 	Satisfaction and Discharge of Indenture	 	 	34	 
	SECTION 402.
	 	Application of Trust Funds	 	 	36	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE FIVE	 	 	 	 
	 
	 	REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 501.
	 	Events of Default	 	 	36	 
	SECTION 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	38	 
	SECTION 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	39	 
	SECTION 504.
	 	Trustee May File Proofs of Claim	 	 	40	 
	SECTION 505.
	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	 	41	 
	SECTION 506.
	 	Application of Money Collected	 	 	41	 
	SECTION 507.
	 	Limitation on Suits	 	 	41	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 508.
	 	Unconditional Right of Holders to Receive Principal, Premium	 	 	 	 
	 
	 	or Make-Whole Amount, if any, Interest and Additional Amounts	 	 	42	 
	SECTION 509.
	 	Restoration of Rights and Remedies	 	 	42	 
	SECTION 510.
	 	Rights and Remedies Cumulative	 	 	42	 
	SECTION 511.
	 	Delay or Omission Not Waiver	 	 	43	 
	SECTION 512.
	 	Control by Holders of Securities	 	 	43	 
	SECTION 513.
	 	Waiver of Past Defaults	 	 	43	 
	SECTION 514.
	 	Waiver of Usury, Stay or Extension Laws	 	 	44	 
	SECTION 515.
	 	Undertaking for Costs	 	 	44	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE SIX	 	 	 	 
	 
	 	THE TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 601.
	 	Notice of Defaults	 	 	44	 
	SECTION 602.
	 	Certain Rights of Trustee	 	 	45	 
	SECTION 603.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	46	 
	SECTION 604.
	 	May Hold Securities	 	 	46	 
	SECTION 605.
	 	Money Held in Trust	 	 	46	 
	SECTION 606.
	 	Compensation and Reimbursement	 	 	46	 
	SECTION 607.
	 	Corporate Trustee Required; Eligibility; Conflicting Interests	 	 	47	 
	SECTION 608.
	 	Resignation and Removal; Appointment of Successor	 	 	47	 
	SECTION 609.
	 	Acceptance of Appointment by Successor	 	 	49	 
	SECTION 610.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	50	 
	SECTION 611.
	 	Appointment of Authenticating Agent	 	 	50	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE SEVEN	 	 	 	 
	 
	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 701.
	 	Disclosure of Names and Addresses of Holders	 	 	52	 
	SECTION 702.
	 	Reports by Trustee	 	 	52	 
	SECTION 703.
	 	Reports by Company	 	 	52	 
	SECTION 704.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	53	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE EIGHT	 	 	 	 
	 
	 	CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 801.
	 	Consolidations and Mergers of Company and Sales, Leases and	 	 	 	 
	 
	 	Conveyances Permitted Subject to Certain Conditions	 	 	53	 
	SECTION 802.
	 	Rights and Duties of Successor Corporation	 	 	54	 
	SECTION 803.
	 	Officers’ Certificate and Opinion of Counsel	 	 	54	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE NINE	 	 	 	 
	 
	 	SUPPLEMENTAL INDENTURES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 901.
	 	Supplemental Indentures Without Consent of Holders	 	 	54	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 902.
	 	Supplemental Indentures with Consent of Holders	 	 	56	 
	SECTION 903.
	 	Execution of Supplemental Indentures	 	 	57	 
	SECTION 904.
	 	Effect of Supplemental Indentures	 	 	57	 
	SECTION 905.
	 	Conformity with Trust Indenture Act	 	 	58	 
	SECTION 906.
	 	Reference in Securities to Supplemental Indentures	 	 	58	 
	SECTION 907.
	 	Notice of Supplemental Indentures	 	 	58	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE TEN	 	 	 	 
	 
	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1001.
	 	Payment of Principal, Premium or Make-Whole Amount, if any,	 	 	 	 
	 
	 	Interest and Additional Amounts	 	 	58	 
	SECTION 1002.
	 	Maintenance of Office or Agency	 	 	58	 
	SECTION 1003.
	 	Money for Securities Payments to Be Held in Trust	 	 	60	 
	SECTION 1004.
	 	Limitations on Incurrence of Debt	 	 	61	 
	SECTION 1005.
	 	Existence	 	 	63	 
	SECTION 1006.
	 	Maintenance of Properties	 	 	63	 
	SECTION 1007.
	 	Insurance	 	 	63	 
	SECTION 1008.
	 	Payment of Taxes and Other Claims	 	 	63	 
	SECTION 1009.
	 	Provision of Financial Information	 	 	63	 
	SECTION 1010.
	 	Statement as to Compliance	 	 	64	 
	SECTION 1011.
	 	Additional Amounts	 	 	64	 
	SECTION 1012.
	 	Waiver of Certain Covenants	 	 	65	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE ELEVEN	 	 	 	 
	 
	 	REDEMPTION OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1101.
	 	Applicability of Article	 	 	65	 
	SECTION 1102.
	 	Election to Redeem; Notice to Trustee	 	 	66	 
	SECTION 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	66	 
	SECTION 1104.
	 	Notice of Redemption	 	 	66	 
	SECTION 1105.
	 	Deposit of Redemption Price	 	 	68	 
	SECTION 1106.
	 	Securities Payable on Redemption Date	 	 	68	 
	SECTION 1107.
	 	Securities Redeemed in Part	 	 	69	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE TWELVE	 	 	 	 
	 
	 	SINKING FUNDS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1201.
	 	Applicability of Article	 	 	69	 
	SECTION 1202.
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	69	 
	SECTION 1203.
	 	Redemption of Securities for Sinking Fund	 	 	70	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE THIRTEEN	 	 	 	 
	 
	 	REPAYMENT AT THE OPTION OF HOLDERS	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 1301.
	 	Applicability of Article	 	 	70	 
	SECTION 1302.
	 	Repayment of Securities	 	 	70	 
	SECTION 1303.
	 	Exercise of Option	 	 	70	 
	SECTION 1304.
	 	When Securities Presented for Repayment Become Due and Payable	 	 	71	 
	SECTION 1305.
	 	Securities Repaid in Part	 	 	72	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE FOURTEEN	 	 	 	 
	 
	 	DEFEASANCE AND COVENANT DEFEASANCE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1401.
	 	Applicability of Article; Company’s Option to Effect Defeasance	 	 	 	 
	 
	 	or Covenant Defeasance	 	 	72	 
	SECTION 1402.
	 	Defeasance and Discharge	 	 	73	 
	SECTION 1403.
	 	Covenant Defeasance	 	 	73	 
	SECTION 1404.
	 	Conditions to Defeasance or Covenant Defeasance	 	 	74	 
	SECTION 1405.
	 	Deposited Money and Government Obligations to Be Held in Trust;	 	 	 	 
	 
	 	Other Miscellaneous Provisions	 	 	76	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE FIFTEEN	 	 	 	 
	 
	 	MEETINGS OF HOLDERS OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1501.
	 	Purposes for Which Meetings May Be Called	 	 	77	 
	SECTION 1502.
	 	Call, Notice and Place of Meetings	 	 	77	 
	SECTION 1503.
	 	Persons Entitled to Vote at Meetings	 	 	77	 
	SECTION 1504.
	 	Quorum; Action	 	 	78	 
	SECTION 1505.
	 	Determination of Voting Rights; Conduct and Adjournment of	 	 	 	 
	 
	 	Meetings	 	 	79	 
	SECTION 1506.
	 	Counting Votes and Recording Action of Meetings	 	 	80	 
	SECTION 1507.
	 	Evidence of Action Taken by Holders	 	 	80	 
	SECTION 1508.
	 	Proof of Execution of Instruments	 	 	80	 






TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

EXHIBIT A — FORMS OF CERTIFICATION





 









 





PROPERTY TRUST OF AMERICA



Reconciliation and tie between Trust Indenture Act of 1939, as amended (the “1939 Act”), and
Indenture, dated as of February 1, 1994




	 	 	 	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	 
	 	 	 	 	 	 
	§ 310

	 	(a) (1)
	 	 	607(a)	 
	 

	 	(a)(2)
	 	 	607(a)	 
	 

	 	(b)
	 	 	607(b), 608	 
	§ 312

	 	(c)
	 	 	701	 
	§ 314

	 	(a)
	 	 	703	 
	 

	 	(a)(4)
	 	 	1011	 
	 

	 	(c)(1)
	 	 	102	 
	 

	 	(c)(2)
	 	 	102	 
	 

	 	(e)
	 	 	102	 
	§ 315

	 	(b)
	 	 	601	 
	§ 316

	 	(a) (last sentence)
	 	 	101 (“Outstanding”)	 
	 

	 	(a)(1)(A)
	 	 	502, 512	 
	 

	 	(a)(1)(B)
	 	 	513	 
	 

	 	(b)
	 	 	508	 
	§ 317

	 	(a)(1)
	 	 	503	 
	 

	 	(a)(2)
	 	 	504	 
	§ 318

	 	(a)
	 	 	112	 
	 

	 	(c)
	 	 	112	 








 




			
	NOTE:	 	 This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.
	 
	 	 	Attention should also be directed to Section 318(c) of the 1939 Act, which provides that
the provisions of Sections 310 to and including 317 of the 1939 Act are a part of
and govern every qualified indenture, whether or not physically contained therein.




 









 










     INDENTURE, dated as of February 1, 1994, between PROPERTY TRUST OF AMERICA, a Maryland real
estate investment trust (hereinafter called the “Company”), having its principal office at 1790
Commerce Park Drive, El Paso, Texas 79912 and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a banking
corporation organized under the laws of the State of New York, as Trustee hereunder (hereinafter
called the “Trustee”), having its Corporate Trust Office at 60 Wall Street, New York, New York
10260.



RECITALS OF THE COMPANY




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



     All things necessary to make this Indenture a valid 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
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




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




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




     (2) all other terms used herein which are defined in the TIA, either directly or by
reference therein, have the meanings assigned to them therein, and the terms “cash
transaction” and “self-liquidating paper,” as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the TIA;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP; and



1









 






     (4) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.



     Certain terms, used principally in Article Three, Article Five, Article Six and Article Ten,
are defined in those Articles. In addition, the following terms shall have the indicated
respective meanings:



     “Acquired Debt” means Debt of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each
case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.



     “Act” has the meaning specified in Section 104.



     “Additional Amounts” means any additional amounts which are required by a Security,
under circumstances specified therein, to be paid by the Company in respect of certain taxes
imposed on certain Holders 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 meanings correlative to the foregoing.



     “Annual Service Charge” as of any date means the maximum amount which is payable in
any period for interest on, and original issue discount of, Debt of the Company and its
Subsidiaries and the amount of dividends which are payable in respect of any Disqualified Stock.



     “Authenticating Agent” means any authenticating agent appointed by the Trustee
pursuant to Section 611.



     “Authorized Newspaper” means a newspaper, printed in the English language or in an
official language of the country of publication, customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays, and of general circulation in each
place in connection with which the term is used or in the financial community of each such place.
Whenever successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different Authorized Newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day.



     “Bankruptcy Law” has the meaning specified in Section 501.



2









 





     “Bearer Security” means a Security which is payable to bearer.



     “Board of Trustees” means the board of trustees of the Company, the executive
committee or any other committee of that board duly authorized to act for it in respect hereof.



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



     “Business Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive order to close.



     “Capital Stock” means, with respect to any Person, any capital stock (including
preferred stock), shares, interests, participations or other ownership interests (however
designated) of such Person and any rights (other than debt securities convertible or exchangeable
for corporate stock), warrants or options to purchase any thereof.



     “CEDEL” means Centrale de Livraison de Valeurs Mobilières, S.A., or its successor.



     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any time after execution
of this instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties on such date.



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



     “Company Request” and “Company Order” mean, respectively, a written request or
order signed in the name of the Company by its Chairman of the Board of Trustees, the President or
a Vice President, and by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.



     “Consolidated Income Available for Debt Service” for any period means Earnings from
Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus
amounts which have been added, for the following (without duplication): (a) interest on Debt of the
Company and its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries based on
income, (c) amortization of debt discount, (d) provisions for gains and losses on properties and
property depreciation and amortization, (e) the effect of any noncash charge resulting from a
change in accounting principles in determining Earnings from Operations for such period and (f)
amortization of deferred charges.



3









 





     “Conversion Event” means the cessation of use of (i) a Foreign Currency (other than
the ECU or other currency unit) both by the government of the country which issued such currency
and for the settlement of transactions by a central bank or other public institutions of or within
the international banking community, (ii) the ECU both within the European Monetary System and for
the settlement of transactions by public institutions of or within the European Communities or
(iii) any currency unit (or composite currency) other than the ECU for the purposes for which it
was established.



     “Corporate Trust Office” means the office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which office at the date
hereof is located at 60 Wall Street, New York, New York 10260.



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



     “coupon” means any interest coupon appertaining to a Bearer Security.



     “Custodian” has the meaning set forth in Section 501.



     “Debt” of the Company or any Subsidiary means any indebtedness of the Company or any
Subsidiary, whether or not contingent, in respect of (i) borrowed money or evidenced by bonds,
notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien,
charge, encumbrance or any security interest existing on property owned by the Company or any
Subsidiary, (iii) the reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the Company or any Subsidiary
with respect to redemption, repayment or other repurchase of any Disqualified Stock or (v) any
lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s
Consolidated Balance Sheet as a capitalized lease in accordance with GAAP to the extent, in the
case of items of indebtedness under (i) through (iii) above, that any such items (other than
letters of credit) would appear as a liability on the Company’s Consolidated Balance Sheet in
accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by
the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business), Debt of another Person
(other than the Company or any Subsidiary).



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



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which by the terms of such Capital Stock (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the happening of any event or
otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, (ii) is convertible into or exchangeable or exercisable for Debt or Disqualified Stock



4









 







or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case
on or prior to the Stated Maturity of the series of Debt Securities.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender for the payment of
public and private debts.



     “DTC” means The Depository Trust Company.



     “Earnings from Operations” for any period means net earnings excluding gains and
losses on sales of investments, net as reflected in the financial statements of the Company and its
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.



     “ECU” means the European Currency Unit as defined and revised from time to time by the
Council of the European Communities.



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels Office, or its
successor as operator of the Euroclear System.



     “European Communities” means the European Economic Community, the European Coal and
Steel Community and the European Atomic Energy Community.



     “European Monetary System” means the European Monetary System established by the
Resolution of December 5, 1978 of the Council of the European Communities.



     “Event of Default” has the meaning specified in Article Five.



     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the ECU 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 as used in the United States
applied on a consistent basis as in effect from time to time; provided, that solely for
purposes of calculating the financial covenants contained herein, “GAAP” shall mean generally
accepted accounting principles as used in the United States on the date hereof, applied on a
consistent basis.



     “Government Obligations” means securities which are (i) direct obligations of the
United States of America or the government which issued the Foreign Currency in which the
Securities of a particular series are payable, for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America or
such other government, which,



5









 







in either case, are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian with respect to
any such Government Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.



     “Holder” means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register and, in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, shall mean the bearer thereof.



     “Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time
more than 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 the or those particular series of Securities for which such Person
is Trustee established as contemplated by Section 301, 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, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and delivered after such
Person had become such Trustee but to which such Person, as such Trustee, was not a party.



     “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.



     “interest” when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, shall mean interest payable after Maturity, and, when
used with respect to a Security which provides for the payment of Additional Amounts pursuant to
Section 1011, includes such Additional Amounts.



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



     “Make-Whole Amount” means the amount, if any, in addition to principal which is
required by a Security, under the terms and conditions specified therein or as otherwise specified
as contemplated by Section 301, to be paid by the Company to the Holder thereof in connection with
any optional redemption or accelerated payment of such Security.



6









 





     “Maturity” means, when used with respect to any Security, the date on which the
principal of such Security or an installment of principal become due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption, notice of option to elect repayment, repurchase or otherwise.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board of
Trustees, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Secretary of an Assistant Secretary, of the Company, and 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 satisfactory to the Trustee.



     “Original Issue Discount Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502.



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




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




          (ii) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the holders of such Securities and any coupons appertaining thereto; provided that,
if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or other provision therefor satisfactory to the Trustee has been
made;




          (iii) Securities, except solely to the extent provided in Sections 401, 1402 or 1403,
as applicable, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Articles Four or Fourteen; and




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


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the
principal amount of


7









 






an Original Issue Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and payable, at the time of
such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section
502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be
counted in making such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date
such Security is originally issued by the Company, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of
any Indexed Security that may be counted in making such determination or calculation 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 with respect to such Indexed Security
pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of the
Company, or if no such Person is authorized, the Company.



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



     “Place of Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole Amount, if any) and
interest on such Securities are payable as specified as contemplated by Sections 301 and 1002.



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



8









 





     “Redemption Date” means, when used with respect to any Security to be redeemed, in
whole or in part, the date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price” means, when used with respect to any Security to be redeemed, the
price at which it is to be redeemed pursuant to this Indenture.



     “Registered Security” means any Security which is registered in the Security Register.



     “Regular Record Date” for the installment of interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date specified for that purpose
as contemplated by Section 301, whether or not a Business Day.



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



     “Repayment Price” means, when used with respect to any Security to be repaid or
repurchased at the option of the Holder, the price at which it is to be repaid or repurchased by or
pursuant to this Indenture.



     “Responsible Officer” means, when used with respect to the Trustee, any officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder by the Commission.



     “Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities 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 the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of or within any series as to which such Person is not Trustee.



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



     “Significant Subsidiary” means any Subsidiary which is a “significant subsidiary”
(within the meaning of Regulation S-X, promulgated under the Securities Act) of the Company.



     “Special Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity” means, when used with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security or a coupon representing



9









 







such installment of interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.



     “Subsidiary” means, with respect to any Person, any corporation or other entity of
which a majority of (a) the voting power of the voting equity securities or (b) the outstanding
equity interests of which are owned, directly or indirectly, by such Person. For the purposes of
this definition, “voting equity securities” means equity securities having voting power for the
election of directors, whether at all times or only so long as no senior class of security has such
voting power by reason of any contingency.



     “Total Assets” as of any date means the sum of (i) the Company’s Undepreciated Real
Estate Assets and (ii) all other assets of the Company determined in accordance with GAAP (but
excluding accounts receivable and intangibles).



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed, except as provided in
Section 905.



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



     “Undepreciated Real Estate Assets” as of any date means the cost (original cost plus
capital improvements) of real estate assets of the Company and its Subsidiaries on such date,
before depreciation and amortization determined on a consolidated basis in accordance with GAAP.



     “United States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction.



     “United States person” means, unless otherwise specified with respect to any
Securities pursuant to Section 301, an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United States federal income
taxation regardless of its source.



     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.




10









 





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



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (excluding certificates delivered pursuant to Section 1010) 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 has made such
examination or investigation as is necessary to enable him 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 103. Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several
documents.



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



11









 







in the possession of the Company, unless such counsel knows that the certificate or opinion or
representations as to such matters are erroneous.



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



     SECTION 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such 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 instrument and any such record (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 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. The record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 1506.




     (b) The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgements of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other reasonable
manner which the Trustee deems sufficient.



12









 






     (c) The ownership of Registered Securities shall be proved by the Security Register.




     (d) The ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank, banker
or other depositary, wherever situated, if such certificate shall be deemed by the Trustee
to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the Person holding
such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for
a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership
of Bearer Securities may also be proved in any other manner which the Trustee deems
sufficient.




     (e) If the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at
its option, in or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date specified in
or pursuant to such Board Resolution, which shall be a date not earlier than the date 30
days prior to the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed. 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 record at the close of business on
such record date shall be deemed to be Holders for the purposes 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 on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after the record
date.




     (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act
of 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, omitted or suffered to be done by
the Trustee, any Security Registrar, any Paying Agent, any Authenticating



13









 







Agent or the Company in reliance thereon, whether or not notation of such action is made upon such
Security.



     SECTION 105. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with,




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




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



     SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of
any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder 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 shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.



     If by reason of the suspension of or irregularities in regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such notification to
Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute
a sufficient notification to such Holders for every purpose hereunder.



     Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notices shall be sufficiently given if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be specified in such
Securities, and if the Securities of such series are listed on any stock exchange outside the
United States, in any place at which such Securities are listed on a securities exchange to the
extent that such securities exchange so requires, on a Business Day, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. Any such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.



14









 





     If by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by publication to any
particular Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of Bearer
Securities or the sufficiency of any notice to Holders of Registered Securities given as provided
herein.



     Any request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any published notice may be in
an official language of the country of publication.



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



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



     SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.



     SECTION 109. Separability Clause. In case any provision in this Indenture or in any
Security or coupon shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities
or coupons appertaining thereto, express or implied, shall give to any Person, other than the
parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim
under this Indenture.



     SECTION 111. No Personal Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or coupon appertaining thereto,
or because of any indebtedness evidenced thereby, shall be had against any promoter, as such or,
against any past, present or future shareholder, officer or trustee, as such, of the Company or of
any successor, either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and



15









 







released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.



     SECTION 112. Governing Law. This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions of the TIA that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.



     SECTION 113. Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or any Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of interest or any
Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity, as the case may be.



ARTICLE TWO




SECURITIES FORMS




     SECTION 201. Forms of Securities. The Registered Securities, if any, of each series
and the Bearer Securities, if any, and related coupons of each series, shall be in substantially
the forms as shall be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture supplemental hereto, and
may have such letters, numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.



     Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.



     The definitive Securities and coupons 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
produced in any other manner, all as determined by the officers executing such Securities or
coupons, as evidenced by their execution of such Securities or coupons.



16









 





     SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section
611, 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.



	 	 	 	 	 
	 	MORGAN GUARANTY TRUST COMPANY OF

NEW YORK, as Trustee	 
	 
	 	By 	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     SECTION 203. Securities Issuable in Global Form. If Securities of or within a series
are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such
of the Outstanding Securities of such series as shall be specified therein and may provide
that it shall represent the aggregate amount of Outstanding Securities of such series from
time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form shall be in writing
but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.



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



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



17









 





     Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or CEDEL.



ARTICLE THREE




THE SECURITIES




     SECTION 301. 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. There shall be established in or pursuant
to one or more Board Resolutions, or indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of which (except for the
matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time
to time by the Company with respect to unissued Securities of or within the series when issued from
time to time):




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




     (2) any limit upon the aggregate principal amount of the Securities of or within the
series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of or within the series pursuant to Section 304, 305, 306, 906, 1107 or
1305);




     (3) the date or dates, or the method by which such date or dates will be determined, on
which the principal of the Securities of or within the series shall be payable and the
amount of principal payable thereon;




     (4) the rate or rates at which the Securities of or within the series shall bear
interest, if any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue or the method by which such date or dates shall
be determined, the Interest Payment Dates on which such interest will be payable and the
Regular Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be determined, and the basis
upon which interest shall be calculated if other than that of a 360-day year comprised of
twelve 30-day months;




     (5) the place or places, if any, other than or in addition to the Borough of Manhattan,
The City of New York, where the principal of (and premium or Make-Whole



18









 







Amount, if any),
interest, if any, on, and Additional Amounts, if any, payable in respect of, Securities of
or within the series shall be payable, any Registered Securities of or within the series may
be surrendered for registration of transfer or exchange and notices or demands to or upon
the Company in respect of the Securities of or within the series and this Indenture may be
served;




     (6) the period or periods within which, the price or prices (including the premium or
Make-Whole Amount, if any), at which, the currency or currencies, currency unit or units or
composite currency or currencies in which, and other terms and conditions upon which
Securities of or within the series may be redeemed, in whole or in part, at the option of
the Company, if the Company is to have the option;




     (7) the obligation, if any, of the Company to redeem, repay or purchase Securities of
or within the series pursuant to any sinking fund or analogous provision or at the option of
a Holder thereof, and the period or periods within which or the date or dates on which, the
price or prices at which, the currency or currencies, currency unit or units or composite
currency or currencies in which, and other terms and conditions upon which Securities of or
within the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;




     (8) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall be
issuable and, if other than the denomination of $5,000, the denomination or
denominations in which any Bearer Securities of or within the series shall be issuable;




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




     (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502, or the method by which such portion shall be
determined;




     (11) if other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts,
if any, on the Securities of or within the series shall be payable or in which the
Securities of or within the series shall be denominated;




     (12) whether the amount of payments of principal of (and premium or Make-Whole Amount,
if any) or interest, if any, on the Securities of or within the series may be determined
with reference to an index, formula or other method (which index, formula or method may be
based, without limitation, on one or more currencies, currency units, composite currencies,
commodities, equity indices or other indices), and the manner in which such amounts shall be
determined;



19









 






     (13) whether the principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be payable, at
the election of the Company or a Holder thereof, in a currency or currencies, currency unit
or units or composite currency or currencies other than that in which such Securities are
denominated or stated to be payable, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with responsibility for,
determining the exchange rate between the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are denominated or stated to be
payable and the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;




     (14) provisions, if any, granting special rights to the Holders of Securities of or
within the series upon the occurrence of such events as may be specified;




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




     (16) whether Securities of or within the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer
Securities of or within the series may be exchanged for Registered Securities of or within
the series and vice versa (if permitted by applicable laws and regulations), whether
any Securities of or within the series are to be issuable initially in temporary global
form and whether any Securities of or within the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners of interests in
any such permanent global Security may exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section 305, and, if
Registered Securities of or within the series are to be issuable as a global Security, the
identity of the depositary for such series;




     (17) the date as of which any Bearer Securities of or within the series and any
temporary global Security representing Outstanding Securities of or within the series shall
be dated if other than the date of original issuance of the first Security of the series to
be issued;




     (18) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender



20









 







of the
coupons appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 304;




     (19) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
within the series and any provisions in modifications of, in addition to or in lieu of any
of the provisions of Article Fourteen;




     (20) if the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series) only upon
receipt of certain certificates or other documents or satisfaction of other conditions, then
the form and/or terms of such certificates, documents or conditions;




     (21) if the Securities of or within the series are to be issued upon the exercise of
debt warrants, the time, manner and place for such Securities to be authenticated and
delivered;




     (22) whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within the series to any Holder who is
not a United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay such Additional Amounts (and the
terms of any such option); and




     (23) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).




     All Securities of any one series and the coupons appertaining to any Bearer Securities of such
series, if any, shall be substantially identical except, in the case of Registered or Bearer
Securities issued in global form, as to denomination and except as may otherwise be provided
in or pursuant to such Board Resolution or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of additional Securities
of such series.



     If any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions or supplemental indentures, a copy of an appropriate record of
such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order for authentication and
delivery of such Securities.



     SECTION 302. Denominations. The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series, other than Registered
Securities



21









 







issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series,
other than Bearer Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000.



     SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any
coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the
Board, one of its Managing Directors or one of its Vice Presidents, under its corporate seal
reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.



     Securities or coupons appertaining thereto 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 or coupons.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may
be delivered in connection with its original issuance only if the Person entitled to received such
Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in
the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified
with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary
Security first becomes exchangeable for such Bearer Security in accordance with the terms of such
temporary Security and this Indenture.



     Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been detached and cancelled.
If all of the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue.



22









 





     In authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
TIA Section 315(a) through 315(d)) shall be fully protected in relying upon:




     (i) an Opinion of Counsel complying with Section 102 and stating that:




     (a) the form or forms of such Securities and any coupons have been, or will
have been upon compliance with such procedures as may be specified therein,
established in conformity with the provisions of this Indenture;




     (b) the terms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture; and




     (c) such Securities, together with any coupons appertaining thereto, when
completed pursuant to such procedures as may be specified therein, and executed and
delivered by the Company to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights
generally and to general equitable principles and to such other matters as may be
specified therein; and




     (ii) an Officers’ Certificate complying with Section 102 and stating that all
conditions precedent provided for in this Indenture relating to the issuance of such
Securities have been, or will have been upon compliance with such procedures as may be
specified therein, complied with and that, to the best of the knowledge of the signers of
such certificate, no Event of Default with respect to such Securities shall have occurred
and be continuing.


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, obligations 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 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be necessary to deliver a
Company Order, an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of such series, but such order,
opinion and certificate, with appropriate modifications to cover such future issuances, shall be
delivered at or before the time of issuance of the first Security of such series.



23









 





     Each Registered Security shall be dated the date of its authentication and each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.



     No Security or coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security or the
Security to which such coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture. 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 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued or sold by the Company, 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 304. Temporary Securities.




     (a) Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities 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, or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. In the case of Securities
of any series, such temporary Securities may be in global form.




     Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a Board
Resolution), if temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series (accompanied by any non-matured
coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of the
same series of authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in



24









 







exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303. 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.




     (b) Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than through the
facilities of DTC. If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the “Common Depositary”), for the
benefit of Euroclear and CEDEL.




     Without unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in an aggregate
principal amount equal to the principal amount of such temporary global Security, executed
by the Company. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for each portion
of such temporary global Security, an equal aggregate principal amount of definitive
Securities of or within the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security, upon
such presentation by the Common Depositary, such temporary global Security is accompanied by
a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the
portion of such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the
portion of such temporary global Security held for its account then to be exchanged, each in
the form set forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.




     Unless otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall be exchanged
for definitive Securities of the same series and of like tenor following the Exchange Date
when the account holder instructs Euroclear or CEDEL, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or CEDEL, as the



25









 







case may be, a certificate
in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of Euroclear and
CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and
each Paying Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes delivery of such
definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary global Security
shall be delivered only outside the United States.




     Until exchanged in full as hereinabove provided, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated by Section 301, interest payable on
a temporary global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in
such other forms as may be established pursuant to Section 301), for credit without further
interest on or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest Payment Date
and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may
be established pursuant to Section 301). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the Persons who are
the beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same series and of
like tenor on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and until such
interest in such temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein
provided shall be returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.




     SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of




26









 




the Company in a Place of Payment a register for each series of Securities (the registers
maintained in such office or in any such office or agency of the Company in a Place of Payment
being herein sometimes referred to collectively as the “Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. The Security Register shall be in
written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security
Registrar” for the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the Trustee shall cease
to be Security Registrar, it shall have the right to examine the Security Register at all
reasonable times.




     Subject to the provisions of this Section 305, upon surrender for registration of transfer of
any Registered Security of any series at any office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount, being a number
not contemporaneously outstanding, and containing identical terms and provisions.



     Subject to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.



     If (but only if) permitted as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of payment; provided, however, that, except
as otherwise provided in



27









 







Section 1002, interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same series and like
tenor after the close of business at such office or agency on (i) any Regular Record Date and
before the Opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the holder making the exchange is entitled to
receive.



     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is DTC, then, unless the terms of such global Security
expressly permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected and
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered under the Securities
Exchange of 1934 if so required by applicable law or regulation, the Company shall appoint a
successor depositary with respect to such global Security or Securities. If (x) a successor
depositary for such global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of Securities represented by
such global Security or Securities advise DTC to cease acting as depositary for such global
Security or Securities or (z) the Company, in its sole discretion, determines at any time that all
Outstanding Securities (but not less than all) Securities of any series issued or issuable in the
form of one or more global Securities shall no longer be represented by such global Security or
Securities (provided, however, the Company may not make such determination during the 40-day
restricted period provided by Regulation S under the Securities Act or during any other similar
period during which the Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities of like series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Securities. If any beneficial
owner of an interest in a permanent global Security is otherwise entitled to exchange such interest
for Securities of such series and of like tenor and



28









 







principal amount of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent global Security shall
have been given, then without unnecessary delay but in any event not later than the earliest date
on which such interest may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver definitive Securities in aggregate principal amount equal to the principal
amount of such beneficial owner’s interest in such permanent global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent global Security shall be
surrendered for exchange by DTC or such other depositary as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company’s agent for such purpose; provided,
however, that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among those selected for
redemption; and provided further that no Bearer Security delivered in exchange for
a portion of a permanent global Security shall be mailed or otherwise delivered to any location in
the United States. If a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such exchange occurs on
(i) any Regular Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, interest or
Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global Security is payable in
accordance with the provisions of this Indenture.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled 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) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.



     The Company or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the



29









 







Securities to be redeemed under Section 1103 and ending at the close of business on (A) if
such Securities are issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if such Securities are also issuable as
Registered Securities and there is no publication, the mailing of the relevant notice of
redemption, or (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 Registered Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected
for redemption except that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except the portion, if any,
of such Security not to be so repaid.



     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or
the Company, together with, in proper cases, such security or indemnity as may be required by the
Company or the Trustee to save each of them or any agent of either of them harmless, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the coupons, if any,
appertaining to the surrendered Security.



     If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, 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 the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for
the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons
not destroyed, lost or stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.



     Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or coupon;
provided, however, that payment of principal of (and premium or Make-Whole Amount,
if any), any interest on and any Additional Amounts with respect to, Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an office or agency located



30









 







outside the United States and, unless otherwise specified as contemplated by Section 301, any
interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.



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



     Every new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen coupon appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the
destroyed, lost or stolen coupon 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 that series and their coupons, if any, duly issued hereunder.



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



     SECTION 307. Payment of Interest; Interest Rights Preserved. Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 301,
interest on any Registered Security that is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.



     Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, payment of interest may be made, in the case of a Bearer Security, by transfer to an
account maintained by the payee with a bank located outside the United States.



     Unless otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear
and/or CEDEL, as the case may be, with respect to that portion of such permanent global Security
held for its account by Cede & Co. or the Common Depositary, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.



31









 





     In case a Bearer Security of any series is surrendered in exchange for a Registered Security
of such series after the close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with the provisions of
this Indenture.



     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered 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 Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment (which shall
not be less than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money 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 301 for the Securities
of such series) 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 deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities
of such series 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 in each place of payment, but such publications 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



32









 







been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2). In case a Bearer Security of any series is
surrendered at the office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or agency on
any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and Defaulted
Interest will not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this Indenture.




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



     Subject to the foregoing provisions of this Section and Section 305, 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.



     SECTION 308. 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 as the owner of
such Security for the purpose of receiving payment of principal of (and premium or Make-Whole
Amount, if any), and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.



     Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. the
Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer
Security and the Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.



33









 





     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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



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



     SECTION 309. Cancellation. All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or exchange 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 and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly cancelled by it. 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 may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company
shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. Cancelled Securities and coupons held by the Trustee shall be destroyed by the
Trustee and the Trustee shall deliver a certificate of such destruction to the Company, unless by a
Company Order the Company directs their return to it.



     SECTION 310. Computation of Interest. Except as otherwise specified as contemplated
by Section 301 with respect to Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year consisting of twelve 30-day months.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Securities specified in
such Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series when



34









 






     (1) either




     (A) all Securities of such series theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as provided
in Section 305, (ii) Securities and coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 1106, and (iv) Securities and coupons of such series for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company for discharge from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or




     (B) all Securities of such series and, in the case of (i) and (ii) below, any
coupons appertaining thereto 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 irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and such
coupons not theretofore delivered to the Trustee for cancellation, for principal
(and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts
with respect thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or the Stated Maturity or Redemption Date, as the case
may be;




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



35









 






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



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee and any predecessor Trustee under Section 606, the obligations of the Company to any
Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003, shall survive.



     SECTION 402. Application of Trust Funds. Subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the Securities, the coupons
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 (and premium or Make-Whole Amount, if any), and any interest and
Additional Amounts for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent required by law.



ARTICLE FIVE




REMEDIES




     SECTION 501. Events of Default. Subject to any modifications, additions or deletions
relating to any series of Securities as contemplated pursuant to Section 301, “Event of Default,”
wherever used herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or not 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):




     (1) default in the payment of any interest upon or any Additional Amounts payable in
respect of any Security of or within that series or of any coupon appertaining thereto, when
such interest, Additional Amounts or coupon becomes due and payable, and continuance of such
default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of that series when due and payable at its Maturity; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
any Security of that series; or



36









 






     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture with respect to any Security of that series (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or




     (5) a default under any bond, debenture, note or other evidence of indebtedness of the
Company, or under any mortgage, indenture or other instrument of the Company (including a
default with respect to Securities of any series other than that series) under which there
may be issued or by which there may be secured any indebtedness of the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the Company is
directly responsible or liable as obligor or guarantor), whether such indebtedness now
exists or shall hereafter be created, which default shall constitute a failure to pay an
aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable
after the expiration of any applicable grace period with respect thereto and shall have
resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000
becoming or being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within a period of 10 days after there shall
have been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 10% in principal amount of the
Outstanding Securities of that series a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause such acceleration to the
rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or




     (6) the entry by a court of competent jurisdiction of one or more judgments, orders or
decrees against the Company or any of its Subsidiaries in an aggregate amount (excluding
amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees
remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts
covered by insurance) in excess of $10,000,000 for a period of 30 consecutive days; or




     (7) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,



37









 






     (C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors; or




     (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company or any Significant Subsidiary in an
involuntary case,




     (B) appoints a Custodian of the Company or any Significant Subsidiary or for
all or substantially all of either of its property, or




     (C) orders the liquidation of the Company or any Significant Subsidiary,




     and the order or decree remains unstayed and in effect for 90 days; or




     (9) any other Event of Default provided with respect to Securities of that series.


As used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors and the term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law.




     SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to Securities of any series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all the Securities of
that series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal or specified portion
thereof shall become immediately due and payable.



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




     (1) The Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such



38









 







series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series):




     (A) all overdue installments of interest on and any Additional Amounts payable
in respect of all Outstanding Securities of that series and any related coupons;




     (B) the principal of (and premium or Make-Whole Amount, if any, on) any
Outstanding Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by or
provided for in such Securities;




     (C) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest and any Additional Amounts at the rate or rates
borne by or provided for 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 that series, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or interest on
Securities of that series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.


No such rescission shall affect any subsequent default or impair any right consequence thereon.




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




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




     (2) default is made in the payment of the principal of (or premium or Make-Whole
Amount, if any, on) any Security of any series at its Maturity,


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities of such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amount, with interest upon any overdue principal (and premium or Make-Whole Amount,
if any) and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount


39









 






as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.




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



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



     SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any series 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 overdue principal, premium or
Make-Whole Amount, if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:




     (i) to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium or Make-Whole
Amount, if any) and interest and Additional Amounts, if any, 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 and counsel)
and of the Holders allowed in such judicial proceeding, and




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



and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons 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, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and
any



40









 







predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.



     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 or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons 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 or coupon in any such proceeding.



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



     SECTION 506. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article 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 premium or
Make-Whole Amount, if any) or interest and any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be, 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 606;




     SECOND: To the payment of the amounts then due and unpaid upon the Securities and
coupons for principal (and premium or Make-Whole Amount, if any) and interest and any
Additional Amounts payable, 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 and coupons for principal (and premium
or Make-Whole Amount, if any), interest and Additional Amounts, respectively; and




     THIRD: To the payment of the remainder, if any, to the Company.



     SECTION 507. Limitation on Suits. No Holder of any Security of any series or any
related coupon 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:



41









 






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




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that 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 reasonable indemnity 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 that series;


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




     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, Interest and Additional Amounts. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium or Make-Whole Amount, if any) and
(subject to Sections 305 and 307) interest on, and any Additional Amounts in respect of, such
Security or payment of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.



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



     SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons
in the last paragraph of Section 306, no right or remedy herein conferred upon or




42










 




reserved to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.




     SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security or coupon 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 or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders of Securities or coupons, as the case may be.



     SECTION 512. Control by Holders of Securities. The Holders of not less than 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,




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




     (3) the Trustee need not take any action which might involve it in personal liability
or be unduly prejudicial to the Holders of Securities of such series not joining therein
(but the Trustee shall have no obligation as to the determination of such undue prejudice).



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




     (1) in the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on or Additional Amounts payable in respect of any Security of such series or any
related coupons, or




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



43









 





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



     SECTION 514. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, nor or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.



     SECTION 515. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken 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, against any party litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on or Additional Amounts payable 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).



ARTICLE SIX




THE TRUSTEE




     SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner
and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the
Trustee, 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 or Make-Whole
Amount, if any) or interest on or any Additional Amounts with respect to any Security of such
series, or in the payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long as Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of the Securities and coupons of such series; and provided
further that in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and



44









 







coupons of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to
the Securities of such series.



     SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA Section
315(a) through 315(d):




     (1) the Trustee shall perform only such duties as are expressly undertaken by it to
perform under this Indenture;




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




     (3) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any Security,
together with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Trustees may be sufficiently evidenced by a Board
Resolution;




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




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




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




     (7) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or



45









 







investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney;




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




     (9) the Trustee shall not be liable 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.



     The Trustee shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.



     SECTION 603. Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the Trustee’s certificate of authentication, and in
any coupons 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 or sufficiency of this Indenture or of the Securities or
coupons, except that the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.



     SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security Registrar,
Authenticating Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and
311, may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.



     SECTION 605. 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, or investment of, any money received by it hereunder except as
otherwise agreed with and for the sole benefit of the Company.



     SECTION 606. Compensation and Reimbursement. The Company agrees:




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);



46









 






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




     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense, arising out of or in connection with the
acceptance or administration of the trust or trusts or the performance of its duties
hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder except to the extent any such loss, liability or expense may be attributable to
its own negligence or bad faith.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (or premium or
Make-Whole Amount, if any) or interest on particular Securities or any coupons.



     The provisions of this Section shall survive the termination of this Indenture.



     SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests. There
shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or the requirements
of Federal, State, Territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.



     SECTION 608. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609.




     (b) 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 an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.



47









 






     (c) 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 to the Company.




     (d) If at any time:




     (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b)
after written request therefor by the Company or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 607(a) and shall fail
to resign after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months, or




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




then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to
TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the Securities of
one or more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, 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, 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 hereinafter provided, 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



48









 







jurisdiction for the appointment of a successor Trustee with respect to Securities of such series.




     (f) 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 in the manner provided for notices to the Holders of Securities in Section 106. 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.



     SECTION 609. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.




     (b) In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto, pursuant to Article Nine hereof, wherein each
successor Trustee shall accept such appointment and which (1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all 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 (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent



49









 







provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates.




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




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



     SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities or coupons 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 or coupons so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities or coupons. In case
any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in either its own name
or that of its predecessor Trustee, with the full force and effect which this Indenture provides
for the certificate of authentication of the Trustee.



     SECTION 611. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company. 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



50 









 







Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as
may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of the United States
of America or of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In
case at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any
series of Securities may at any time terminate the agency of an Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for
such series may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice of such appointment to all Holders of Securities of or within the series with
respect to which such Authenticating Agent will serve in the manner set forth in Section 106. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services under this
Section.



     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s



51 









 







certificate of authentication, an alternate certificate of authentication substantially in the
following form:



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



	 	 	 	 	 	 	 
	 	 	MORGAN GUARANTY TRUST COMPANY OF

NEW YORK, as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	                                                                        
	, 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any
Security Registrar shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with TIA Section 312, 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 TIA Section 312(b).



     SECTION 702. Reports by Trustee. Within 60 days after February 1 of each year
commencing with the first February 1 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such February 1 if required by TIA Section 313(a).



     SECTION 703. Reports by Company. The Company will:




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



52 









 







Securities Exchange Act of 1934 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 by mail to the Holders of Securities, within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c),
such summaries of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



     SECTION 704. Company to Furnish Trustee Names and Addresses of Holders. The Company
will furnish or cause to be furnished to the Trustee:




     (a) semi-annually, not later than 15 days after the Regular Record Date for interest
for each series of Securities, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Registered Securities of such series as of such
Regular Record Date, or if there is no Regular Record Date for interest for such series of
Securities, semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and




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


provided, however, that, so long as the Trustee is the Security Registrar, no such
list shall be required to be furnished.




ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




     SECTION 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or into any other Person, provided
that in any such case, (1) either the Company shall be the continuing entity, or the successor (if
other than the Company) entity shall be a Person organized and existing under the laws of the
United States or a State thereof and such successor entity shall expressly assume the due and
punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1011) on



53 









 







all of the Securities, according to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such Person and (ii) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result
thereof as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or the lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing.



     SECTION 802. Rights and Duties of Successor Corporation. In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor
entity, such successor entity shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the predecessor entity,
except in the event of a lease, shall be relieved of any further obligation under this Indenture
and the Securities. Such successor entity thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon
the order of such successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such successor entity
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof.



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



     SECTION 803. Officers’ Certificate and Opinion of Counsel. Any consolidation,
merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that
the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity,
complies with the provisions of this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent
of any Holders of Securities or coupons, 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



54 









 







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 herein and in the Securities contained;
or




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




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the benefit of less
than all series of Securities, stating that such Events of Default are expressly being
included solely for the benefit of such series); provided, however, that in
respect of any such additional Events of Default 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
default or may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply to waive such default; or




     (4) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of or any premium, Make-Whole Amount or interest on Bearer
Securities, to permit Bearer Securities to be issued in exchange for Registered Securities,
to permit Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series or any related coupons in any material
respect; or




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




     (6) to secure the Securities; or




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




55 









 






     (8) 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; or




     (9) 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 which shall not be
inconsistent with the provisions of this Indenture or to make any other changes,
provided that in each case, such provisions shall not adversely affect the interests
of the Holders of Securities of any series or any related coupons in any material respect;
or




     (10) to close this Indenture with respect to the authentication and delivery of
additional series of Securities or to qualify, or maintain qualification of, this Indenture
under the TIA; or




     (11) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; provided in each case that any such action
shall not adversely affect the interests of the Holders of Securities of such series and any
related coupons or any other series of Securities in any material respect.



     SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of
the Holders of not less than a majority in principal amount of all Outstanding Securities affected
by such supplemental indenture, 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 and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby:




     (1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or reduce the
principal amount thereof or the rate or amount of interest thereon or any Additional Amounts
payable in respect thereof, or any premium or Make-Whole Amount payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts pursuant to
Section 1011 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount Security or Make-Whole
Amount, if any, that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504; or adversely affect any right of repayment at the option of the
Holder of any Security, or change any Place of



56 









 







Payment where, or the currency or currencies,
currency unit or units or composite currency or currencies in which, the principal of any
Security or any premium or Make-Whole Amount or any Additional Amounts payable in respect
thereof or the interest thereon 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 or
repayment at the option of the Holder, on or after the Redemption Date or the Repayment
Date, as the case may be); or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver with respect to such series (or
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 1504 for
quorum or voting; or




     (3) modify any of the provisions of this Section, Section 513 or Section 1012, except
to increase the required percentage to effect such action 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.



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




          A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included 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.




     SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.



     SECTION 904. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and
of any coupon appertaining thereto shall be bound thereby.



57 









 





     SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as
then in effect.



     SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article 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 907. Notice of Supplemental Indentures. Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the substance of such
supplemental indenture.



ARTICLE TEN




COVENANTS




     SECTION 1001. Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts. The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in respect of the
Securities of that series in accordance with the terms of such series of Securities, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on and any Additional Amounts payable in
respect of Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1011 in respect of principal of (or premium or Make-Whole Amount, if any,
on) such a Security, shall be payable only upon presentation and surrender of the several coupons
for such interest installments as are evidenced thereby as they severally mature. Unless otherwise
specified with respect to Securities of any series pursuant to Section 301, at the option of the
Company, all payments of principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.



     SECTION 1002. Maintenance of Office or Agency. If Securities of a series are
issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a series are issuable
as



58 









 







Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New
York, an office or agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be surrendered for
exchange, where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that series and related
coupons may be presented or surrendered for payment in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of that series
pursuant to Section 1011); provided, however, that if the Securities of that series
are listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in Luxembourg, London or any other
required city located outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange; and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United States an office or
agency where any Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1011) at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company hereby appoints Trustee
its agent to receive all such presentations, surrenders, notices and demands.



     Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the Securities of a
series are payable in Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such
series pursuant to Section 1011) shall be made at the office of the Company’s Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount
of such principal, premium, interest, Additional Amounts or Make-Whole Amount, as the case may be,
at all offices or agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.



59 









 





     The Company may from time to time designate one or more other offices or agencies where the
Securities of one or more series and related coupons, if any, may be presented or surrendered for
any or all of 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 accordance with the requirements set forth above
for Securities of any series for such purposes. The Company will 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 specified with respect to any Securities pursuant to Section
301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Company in the Borough of Manhattan, The City
of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all
such presentations, surrenders, notices and demands.



     Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.



     SECTION 1003. 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 any Securities and any
related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole
Amount, if any), or interest on or Additional Amounts in respect of, any of the Securities of that
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 301 for
the Securities of such series) sufficient to pay the principal (and premium or Make-Whole Amount,
if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities and any
related coupons, it will, on or before each due date of the principal of (and premiums or
Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any Securities of
that series, deposit with a Payment 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 (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, Make-Whole Amount or interest or Additional Amounts and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to
act.



60 









 





     The Company will cause each Paying Agent 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, that such Paying Agent will




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




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




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



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



     Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect
of, any Security of any series and remaining unclaimed for two years after such principal (and
premiums or Make-Whole Amount, if any), interest or Additional Amounts has become due and payable
shall be paid to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment of such principal of (and premium or
Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.



     SECTION 1004. Limitations on Incurrence of Debt.



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     (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional Debt and the
application of the proceeds thereof, the aggregate principal amount of all outstanding Debt
of the Company and its Subsidiaries on a consolidated basis determined in accordance with
GAAP is greater than 60% of the sum of (without duplication) (i) the Company’s Total Assets
as of the end of the calendar quarter covered in the Company’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission
(or, if such filing is not permitted under the Securities Exchange Act of 1934, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any
real estate assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent such proceeds were not used to acquire real estate
assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary
since the end of such calendar quarter, including those proceeds obtained in connection with
the incurrence of such additional Debt;




     (b) In addition to the limitations set forth in subsection (a) of this Section 1004,
the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of
Consolidated Income Available for Debt Service to the Annual Service Charge for the four
consecutive fiscal quarters most recently ended prior the date on which such additional Debt
is to be incurred shall have been less than 1.5, on a pro forma basis after giving effect
thereto and to the application of the proceeds therefrom, and calculated on the assumption
that (i) such Debt and any other Debt incurred by the Company and its Subsidiaries since the
first day of such four-quarter period and the application of the proceeds therefrom,
including to refinance other Debt, had occurred at the beginning of such period; (ii) the
repayment or retirement of any other Debt by the Company and its Subsidiaries since the
first day of such four-quarter period had been incurred, repaid or retired at the beginning
of such period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance of such
Debt during such period); (iii) in the case of Acquired Debt or Debt incurred in connection
with any acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with the appropriate adjustments
with respect to such acquisition being included in such pro forma calculation; and (iv) in
the case of any acquisition or disposition by the Company or its Subsidiaries of any asset
or group of assets since the first day of such four-quarter period, whether by merger, stock
purchase or sale, or asset purchase or sale, such acquisition or disposition or any related
repayment of Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in such pro forma
calculation.




     (c) In addition to the limitation set forth in subsections (a) and (b) of this Section
1004, the Company will not, and will not permit any Subsidiary to, incur any Debt secured by
any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of
the property of the Company or any Subsidiary, whether owned at



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the date hereof or hereafter
acquired, if, immediately after giving effect to the incurrence of such additional Debt and
the application of the proceeds thereof, the aggregate principal amount of all outstanding
Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any
mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company
or any Subsidiary is greater than 40% of the Company’s Total Assets.




     (d) For purposes of this Section 1004 Debt shall be deemed to be “incurred” by the
Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof.



     SECTION 1005. Existence. Subject to Article Eight, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect the existence, rights
(charter and statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any right or franchise if the
Board of Trustees shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is
not disadvantageous in any material respect to the Holders of Securities of any series.



     SECTION 1006. Maintenance of Properties. The Company will cause all of its
properties used or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or any
Subsidiary from selling or otherwise disposing for value its properties in the ordinary course of
its business.



     SECTION 1007. Insurance. The Company will, and will cause each of its Subsidiaries
to, keep all of its insurable properties insured against loss or damage at least equal to their
then full insurable value with financially sound and reputable insurance companies.



     SECTION 1008. Payment of Taxes and Other Claims. The Company will pay or discharge
or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings.



     SECTION 1009. Provision of Financial Information. Whether or not the Company is
subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company will, to the



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extent permitted under the Securities Exchange Act of 1934, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the
Company were so subject, such documents to be filed with the Commission on or prior to the
respective dates (the “Required Filing Dates”) by which the Company would have been required so to
file such documents if the Company were so subject.



     The Company will also in any event (x) within 15 days of each Required Filing Date (i)
transmit by mail to all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders, copies of the annual reports and quarterly reports which the Company
would have been required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections, and (ii) file with
the Trustee copies of annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 if the Company were subject to such Sections and (y) if filing such documents
by the Company with the Commission is not permitted under the Securities Exchange Act of 1934,
promptly upon written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.



     SECTION 1010. Statement as to Compliance. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1010, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.



     SECTION 1011. Additional Amounts. If any Securities of a series provide for the
payment of Additional Amounts, the Company will pay to the Holder or any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section
301. Whenever in this Indenture there is mentioned, in any context except in the case of Section
502(1), the payment of the principal or of any premium, Make-Whole Amount or interest on, or in
respect of, any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange 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 pursuant to Section 301 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 applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express mention is not made.



     Except as otherwise specified as contemplated by Section 301, 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 that series of Securities (or if the Securities of that series will not



64 









 







bear interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of
and any premium or interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without withholding for or
on account of any tax, assessment or other governmental charge described in the Securities of or
within the series. If any such withholding shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay to the Trustee or
such Paying Agent the Additional Amounts required by the terms of such Securities. In the event
that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions until otherwise
advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold the
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 or
in reliance on any Officers’ Certificate furnished pursuant to this Section or in reliance on the
Company’s not furnishing such an Officers’ Certificate.



     SECTION 1012. Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 1004 to 1009,
inclusive, and with any other term, provision or condition with respect to the Securities of any
series specified in accordance with Section 301 (except any such term, provision or condition which
could not be amended without the consent of all Holders of Securities of such series pursuant to
Section 902), if before or after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     SECTION 1101. Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with their terms and
(except as



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otherwise specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.



     SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities shall be evidenced by or pursuant to a Board of Resolution. In case of any
redemption at the election of the Company of less than all of the Securities of any series, the
Company shall, at least 45 days prior to the giving of the notice of redemption in Section 1104
(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 prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.



     SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all
the Securities of any series issued on the same day with the same 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 issued on such date
with the same terms not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.



     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.



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



     SECTION 1104. Notice of Redemption. Notice of redemption shall be given in the
manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in the
manner herein provided to the Holder of any Security 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 such Security or portion thereof.



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



     All notices of redemption shall state:



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     (1) the Redemption Date;




     (2) the Redemption Price, accrued interest to the Redemption Date payable as provided
in Section 1106, if any, and Additional Amounts, if any;




     (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 relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security,
the holder will receive, without a 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 and accrued interest to the
Redemption Date payable as provided in Section 1106, if any, will become due and payable
upon each such Security, or the portion thereof, to be redeemed and, if applicable, that
interest thereon shall cease to accrue on and after said date;




     (6) the Place or Places of Payment where such Securities, together in the case of
Bearer Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and accrued
interest, if any;




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to
the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series and any Paying Agent is furnished;




     (9) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to the redemption on this Redemption Date pursuant to
Section 305 or otherwise, the last date, as determined by the Company, on which such
exchanges may be made; and




     (10) the CUSIP number of such Security, if any, provided that neither the Company or
the Trustee shall have any responsibility for any such CUSIP number.



     Notice of redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company.



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     SECTION 1105. Deposit of Redemption Price. On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money 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 301 for the Securities
of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.



     SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified 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 301 for the Securities of such series) (together
with accrued interest, if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only
at an office or agency located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided further that, 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 relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.



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     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.



     SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only
in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (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 Security or Securities of the same series, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.



ARTICLE TWELVE




SINKING FUNDS




     SECTION 1201. Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 301 for Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of such Securities of any series is herein referred
to as an “option sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series.



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. The Company
may, in satisfaction of all or any part of any mandatory sinking fund with respect to the
Securities of a series, (1) deliver Outstanding Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Securities of such series with all
unmatured coupons appertaining thereto 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 Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of
such Securities, as provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.




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     SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days
prior to each sinking payment date for Securities of any series, the Company will deliver to the
Trustee an Officers’ 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 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 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, 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
delivered and credited. If such Officers’ 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 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 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 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.



ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




     SECTION 1301. Applicability of Article. Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms
of such Securities, if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.



     SECTION 1302. Repayment of Securities. Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with
interest, if any, thereof accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or before the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as it own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money 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 301 for the Securities of such
series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof, as the case may be, to
be repaid on such date.



     SECTION 1303. Exercise of Option. Securities of any series subject to repayment at
the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of



70 









 







such Securities. In order for any Security to be repaid at the option of the Holder, the
Trustee
must receive at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the “Option to Elect Repayment” form on the
reverse thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in
writing) or (2) a telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc. (“NASD”), or a
commercial bank or trust company in the United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal amount of the Security to be repaid,
the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that
the option to elect repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse
of the Security, will be received by the Trustee not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, however,
that such telegram, telex, facsimile transmission or letter shall only be effective if such
Security and form duly completed are received by the Trustee by such fifth Business Day. If less
than the entire principal amount of such Security is to be repaid in accordance with the terms of
such Security, the principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid, must be specified. The principal amount of any Security
providing for prepayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of or within the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall
be irrevocable unless waived by the Company.



     SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid,
except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to



71 









 







Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity
is on or
prior to the Repayment Date shall be payable (but without interest thereon, unless the Company
shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.



     If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.



     If the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.



     SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security
which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion
of the principal of such Security so surrendered which is not to be repaid.



ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance. If, pursuant to Section 301, provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance of
the Securities of or within a series under Section 1403 to be applicable to the Securities of any
series, then the provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such Securities and any



72 









 







coupons appertaining thereto, and the Company may at its option by Board Resolution, at any
time, with respect to such Securities and any coupons appertaining thereto, elect to defease such Outstanding
Securities and any coupons appertaining thereto pursuant to Section 1402 (if
applicable) or Section 1403 (if applicable) upon compliance with the conditions set forth
below in this Article.



     SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above
option applicable to this Section 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 and any coupons appertaining thereto on the date the conditions set forth in Section
1404 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 and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under
such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities
and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment
of Additional Amounts, if any, on such Securities as contemplated by Section 1011, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities
and any coupons appertaining thereto.



     SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1004 to 1009, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any
coupons appertaining thereto 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 Sections 1004 to 1009, inclusive, or such other 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 and any coupons
appertaining thereto, 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 Section or such other



73 









 







covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other 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 501(4) or 501(8) or otherwise,
as the case may be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.



     SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall
be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of
or within a series and any coupons appertaining thereto:




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to
comply with the provisions of this Article Fourteen 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 and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the currency, currencies or currency unit
in which such Securities and coupons appertaining thereto 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 or Make-Whole Amount, if any) and interest,
if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3)
a combination thereof in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized firm of independent
public accountants 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, (i) the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such Securities and any
coupons appertaining thereto; provided, that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations to said
payments with respect to such Securities. Before such a deposit, the Company may give to
the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all
or any portion of such Outstanding Securities at a future date in accordance with the terms
of the Securities of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing.



74 









 






     (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 (and shall not
cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA
with respect to any Security of the Company).




     (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 and any coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit or, insofar as
Sections 501(6) and 501(7) are concerned, at any time during the period ending on the 91st
day after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).




     (d) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a 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,
the Holders of such Outstanding Securities and any coupons appertaining thereto 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 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 Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any coupons appertaining thereto 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 Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance under
Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i) as a result of a
deposit pursuant to subsection (a) above and the related exercise of the Company’s option
under Section 1402 or Section 1403 (as the case may be), registration is not required under
the Investment Company Act of 1940, as amended, by the Company, with respect to the trust
funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary
registrations under said Act have been effected.




     (g) After the 91st day following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.



75 









 






     (h) Notwithstanding any other provisions of this Section, 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 301.



     SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect
of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and any
coupons appertaining thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other funds except to
the extent required by law.



     Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of
such Security to receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium or Make-Whole Amount, if any), and interest, if any, on
such Security as the same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such Security becomes payable
as a result of such election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly
as feasible) at the time of the Conversion Event.



     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 Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government



76 









 







Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants 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 Article.



ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




     SECTION 1501. 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
to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series.



     SECTION 1502. Call, Notice and Place of Meetings.




     (a) The Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall determine.
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 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.




     (b) In case at any time the Company, 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 1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made the first
publication of the 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, or in London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.



     SECTION 1503. 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



77 









 







meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company
and its counsel.



     SECTION 1504. 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 not less than a specified percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified 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 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 1502(a), 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 any
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 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted 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
902, any resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made, given or taken by the
Holders of a 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 that series.



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



     Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one or more
additional series;



78 









 






     (i) there shall be no minimum quorum requirement for such meeting; and




     (ii) the principal amount of the Outstanding Securities of such series that vote in
favor of such request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture.



     SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (a) Notwithstanding any provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of
a 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 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104 or by having the signature
of the Person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 104 to certify to the holding of Bearer Securities. 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 104 or other proof.




     (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 1502(b), in which case the Company or the Holders of
Securities of or within the 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.




     (c) 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 the Outstanding 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.




     (d) Any meeting of Holders of Securities of any series duly called pursuant to Section
1502 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



79 









 







such series represented
at the meeting, and the meeting may be held as so adjourned without further notice.



     SECTION 1506. 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 series 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 secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504.
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.



     SECTION 1507. Evidence of Action Taken by Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by a specified percentage in principal amount of the Holders of any or all series
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Article Six) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article.



     SECTION 1508. Proof of Execution of Instruments. Subject to Article Six, the
execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.



* * * * *




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



80 









 





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



	 	 	 	 	 
	 	PROPERTY TRUST OF AMERICA

 	 
	 	By:  	 	 
	 	 	C. Ronald Blakenship 	 
	 	 	Chairman and Principal Executive Officer 	 
	 



[SEAL]




Attest:




Paul E. Szurek

Secretary




	 	 	 	 	 
	 	MORGAN GUARANTY TRUST COMPANY OF

NEW YORK

 	 
	 	By:  	 	 
	 	 	Ward Spooner 	 
	 	 	Vice President 	 
	 



[SEAL]




Attest:




Cheryl Petti

Assistant Secretary




 









 





	 	 	 
	STATE OF NEW MEXICO
	 	)
	 
	 	) ss:
	COUNTY OF SANTA FE
	 	)






     On the 1st day of February, 1994, before me personally came C. Ronald Blankenship, to me
known, who, being by me duly sworn, did depose and say that he resides at 720 Camino Cabra, Santa
Fe, New Mexico 87501, that he is Chairman and Principal Executive Officer of PROPERTY TRUST OF
AMERICA, one of the entities described in and which executed the foregoing instrument; that he
knows the seal of said entity; that the seal affixed to said instrument is such seal; that it was
so affixed by authority of the Board of Trustees of said entity, and that he signed his name
thereto by like authority.



[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	 	 
	 	Notary Public 	 
	 	Commission Expires 	 
	 



	 	 	 
	STATE OF NEW YORK
	 	)
	 
	 	) ss:
	COUNTY OF NEW YORK
	 	)






     On the 1st day of February, 1994, before me personally came Ward Spooner, to me known, who,
being by me duly sworn, did depose and say that he resides at                                                                        
                             , that he
is a Vice President of MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, one of the corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the board of directors of said corporation, and that
he signed his name thereto by like authority.



[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 
	 	Commission Expires 	 



 









 






	 	 	 	 	 



EXHIBIT A




FORMS OF CERTIFICATION




EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]





     This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a)
foreign branches of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Property Trust of America or its agent that such
financial institution will provide a certificate within a reasonable time stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a
financial institution for purposes of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or (ii)), certifies
that it has not acquired the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.



 









 





     This certificate excepts and does not relate to [U.S.$]                                          of such interest in
the above-captioned Securities in respect of which we are not able to certify and as to which we
understand an exchange for an interest in a Permanent Global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made
until we do so certify.



     We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



Dated:                                         , 19      

[To be dated no earlier than the 15th day prior

to the earlier of (i) the Exchange Date or

(ii) the relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable]




	 	 	 	 	 
	 	
 	 
	 	[Name of Person Making 	 
	 	Certification] 	 
	 



	 	 	 	 	 
	 	
 	 
	 	(Authorized Signator) 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]





     This is to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]
                                          principal amount of the above-captioned Securities (i) is owned by person(s) that
are not citizens or residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal income taxation
regardless of its source (“United States person(s)”), (ii) is owned by United States persons(s)
that are (a) foreign branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b) United States
person(s) who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own
behalf or through its agent, that we may advise Property Trust of America or its agent that such
financial institution will provide a certificate within a reasonable time stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by a financial institution for
purposes of resale during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations



 









 







with respect to
any portion of the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.



     We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



Dated:                                         , 19      

[To be dated no earlier than the earlier of

the Exchange Date or the relevant Interest

Payment Date occurring prior to the Exchange

Date, as applicable]




	 	 	 	 	 
	 	 	 
	 	[Morgan Guaranty Trust 	 
	 	   Company of New York,

   Brussels Office,] as

Operator of the

   Euroclear System

   [Cedel S.A.] 	 
	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	 	 



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