shmp_ex42





 





 
Exhibit
4.2


 


 


NATURALSHRIMP
INCORPORATED


 


AND


_______________________,


 


TRUSTEE


 


____________________


 


INDENTURE


 


DATED
AS OF


 


_______,
2021


 


DEBT
SECURITIES


 


	
 

	
 

	
 






 


 


 


NATURALSHRIMP
INCORPORATED


RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939


AND
INDENTURE, DATED AS OF _______ ___, 2021


 


	
 

	
 

	
 


	

Section
of Trust Indenture Act of 1939

	
 

	

Section(s)
of Indenture


	
 

	
 

	
 


	

§
310(a)(1)

	
 

	

609


	

(a)(2)

	
 

	

609


	

(a)(3)

	
 

	

Not
Applicable


	

(a)(4)

	
 

	

Not
Applicable


	

(a)(5)

	
 

	

609


	

(b)

	
 

	

608,
610


	

§
311(a)

	
 

	

613


	

(b)

	
 

	

613






 



 







 





 


	

(c)

	
 

	

Not
Applicable


	

§
312(a)

	
 

	

701,
702 (a)


	

(b)

	
 

	

702
(b)


	

(c)

	
 

	

702
(b)


	

§
313(a)

	
 

	

703
(a)


	

(b)

	
 

	

703
(a)


	

(c)

	
 

	

703
(a)


	

(d)

	
 

	

703
(b)


	

§
314(a)

	
 

	

704,
1005


	

(b)

	
 

	

Not
Applicable


	

(c)(1)

	
 

	

103


	

(c)(2)

	
 

	

103


	

(c)(3)

	
 

	

Not
Applicable


	

(d)

	
 

	

Not
Applicable


	

(e)

	
 

	

103


	

§
315(a)

	
 

	

601
(a)


	

(b)

	
 

	

602


	

(c)

	
 

	

601
(b)


	

(d)

	
 

	

601
(c)


	

(d)(1)

	
 

	

601 (c)
(1)


	

(d)(2)

	
 

	

601 (c)
(2)


	

(d)(3)

	
 

	

601 (c)
(3)


	

(e)

	
 

	

511


	

§
316(a)(1)(A)

	
 

	

505


	

(a)(1)(B)

	
 

	

504


	

(a)(2)

	
 

	

Not
Applicable


	

(a)(last
sentence)

	
 

	

101


	

(b)

	
 

	

507


	

(c)

	
 

	

105


	

§
317(a)(1)

	
 

	

503


	

(a)(2)

	
 

	

509


	

(b)

	
 

	

1003


	

§
318(a)

	
 

	

108


	

(b)

	
 

	

Not
Applicable


	

(c)

	
 

	

108







 


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





 







 






 



TABLE OF CONTENTS


 


	
 

	
 

	


Page


	
 

	
 

	
 


	

ARTICLE
I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

	

1


	
 

	
 

	
 


	

SECTION
101.

	

DEFINITIONS.

	

1


	

SECTION
102.

	

INCORPORATION
BY REFERENCE OF TRUST INDENTURE ACT.

	

8


	

SECTION
103.

	

COMPLIANCE
CERTIFICATES AND OPINIONS.

	

9


	

SECTION
104.

	

FORM OF
DOCUMENTS DELIVERED TO TRUSTEE.

	

9


	

SECTION
105.

	

ACTS OF
HOLDERS; RECORD DATES.

	

10


	

SECTION
106.

	

NOTICES,
ETC., TO TRUSTEE AND COMPANY.

	

11


	

SECTION
107.

	

NOTICE
TO HOLDERS; WAIVER.

	

12


	

SECTION
108.

	

CONFLICT
WITH TRUST INDENTURE ACT.

	

12


	

SECTION
109.

	

EFFECT
OF HEADINGS AND TABLE OF CONTENTS.

	

12


	

SECTION
110.

	

SUCCESSORS
AND ASSIGNS.

	

12


	

SECTION
111.

	

SEPARABILITY
CLAUSE.

	

12


	

SECTION
112.

	

BENEFITS
OF INDENTURE.

	

12


	

SECTION
113.

	

GOVERNING
LAW.

	

13


	

SECTION
114.

	

LEGAL
HOLIDAYS.

	

13


	

SECTION
115.

	

CORPORATE
OBLIGATION.

	

13


	

SECTION
116.

	

WAIVER
OF TRIAL JURY.

	

13


	

SECTION
117.

	

FORCE
MAJEURE.

	

13


	
 

	
 

	
 


	

ARTICLE
II SECURITY FORMS

	

14


	
 

	
 

	
 


	

SECTION
201.

	

FORMS
GENERALLY.

	

14


	

SECTION
202.

	

FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

	

14


	

SECTION
203.

	

SECURITIES
IN GLOBAL FORM.

	

14


	

SECTION
204.

	

BOOK-ENTRY
SECURITIES.

	

15


	
 

	
 

	
 


	

ARTICLE
III THE SECURITIES

	

17


	
 

	
 

	
 


	

SECTION
301.

	

AMOUNT
UNLIMITED; ISSUABLE IN SERIES.

	

17


	

SECTION
302.

	

DENOMINATIONS.

	

19


	

SECTION
303.

	

EXECUTION,
AUTHENTICATION, DELIVERY AND DATING.

	

19


	

SECTION
304.

	

TEMPORARY
SECURITIES.

	

20


	

SECTION
305.

	

REGISTRATION,
REGISTRATION OF TRANSFER AND EXCHANGE.

	

21


	

SECTION
306.

	

MUTILATED,
DESTROYED, LOST AND STOLEN SECURITIES.

	

22


	

SECTION
307.

	

PAYMENT
OF INTEREST; INTEREST RIGHTS PRESERVED.

	

23


	

SECTION
308.

	

PERSONS
DEEMED OWNERS.

	

24


	

SECTION
309.

	

CANCELLATION.

	

24


	

SECTION
310.

	

COMPUTATION
OF INTEREST.

	

25


	

SECTION
311.

	

CUSIP
NUMBERS.

	

25


	
 

	
 

	
 


	

ARTICLE
IV SATISFACTION AND DISCHARGE; LEGAL DEFEASANCE AND COVENANT
DEFEASANCE

	

25


	
 

	
 

	
 


	

SECTION
401.

	

SATISFACTION
AND DISCHARGE OF INDENTURE.

	

25


	

SECTION
402.

	

OPTION
TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

	

26







 



 







 






 


	
SECTION
403.

	
LEGAL DEFEASANCE
AND DISCHARGE.

	
 
 
26 


	
SECTION
404.

	
COVENANT
DEFEASANCE.

	
 
 
27 


	
SECTION
405.

	
CONDITIONS TO LEGAL
OR COVENANT DEFEASANCE.

	
 
 
27 


	
SECTION
406.

	
DEPOSITED MONEY AND
U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS.

	
 
 
28 


	
SECTION
407.

	
REPAYMENT TO
COMPANY.

	
 
 
29 


	
SECTION
408.

	
REINSTATEMENT.

	
 
 
29 


	
 

	
 
 
   


	

ARTICLE V
REMEDIES

	
 
 
29 


	
 

	
 
 
   


	
SECTION
501.

	
EVENTS OF
DEFAULT.

	
 
 
29 


	
SECTION
502.

	
ACCELERATION.

	
 
 
31 


	
SECTION
503.

	
OTHER
REMEDIES.

	
 
 
31 


	
SECTION
504.

	
WAIVER OF PAST
DEFAULTS.

	
 
 
31 


	
SECTION
505.

	
CONTROL BY
MAJORITY.

	
 
 
32 


	
SECTION
506.

	
LIMITATION ON
SUITS.

	
 
 
32 


	
SECTION
507.

	
RIGHTS OF HOLDERS
OF SECURITIES TO RECEIVE PAYMENT.

	
 
 
32 


	
SECTION
508.

	
COLLECTION SUIT BY
TRUSTEE.

	
 
 
32 


	
SECTION
509.

	
TRUSTEE MAY FILE
PROOFS OF CLAIM.

	
 
 
33 


	
SECTION
510.

	
PRIORITIES.

	
 
 
33 


	
SECTION
511.

	
UNDERTAKING FOR
COSTS.

	
 
 
33 


	
 

	
 
 
   


	

ARTICLE VI THE
TRUSTEE

	
 
 
34 


	
 

	
 
 
   


	
SECTION
601.

	
CERTAIN DUTIES AND
RESPONSIBILITIES.

	
 
 
34 


	
SECTION
602.

	
NOTICE OF
DEFAULTS.

	
 
 
35 


	
SECTION
603.

	
CERTAIN RIGHTS OF
TRUSTEE.

	
 
 
35 


	
SECTION
604.

	
NOT RESPONSIBLE FOR
RECITALS OR ISSUANCE OF SECURITIES.

	
 
 
36 


	
SECTION
605.

	
MAY HOLD
SECURITIES.

	
 
 
37 


	
SECTION
606.

	
MONEY HELD IN
TRUST.

	
 
 
37 


	
SECTION
607.

	
COMPENSATION AND
REIMBURSEMENT.

	
 
 
37 


	
SECTION
608.

	
DISQUALIFICATION;
CONFLICTING INTERESTS.

	
 
 
38 


	
SECTION
609.

	
CORPORATE TRUSTEE
REQUIRED; ELIGIBILITY.

	
 
 
38 


	
SECTION
610.

	
RESIGNATION AND
REMOVAL; APPOINTMENT OF SUCCESSOR.

	
 
 
38 


	
SECTION
611.

	
ACCEPTANCE OF
APPOINTMENT BY SUCCESSOR.

	
 
 
40 


	
SECTION
612.

	
MERGER, CONVERSION,
CONSOLIDATION OR SUCCESSION TO BUSINESS.

	
 
 
41 


	
SECTION
613.

	
PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.

	
 
 
41 


	
SECTION
614.

	
APPOINTMENT OF
AUTHENTICATING AGENT.

	
 
 
41 


	
 

	
 
 
   


	

ARTICLE VII
HOLDER’S LISTS AND REPORTS BY TRUSTEE AND
COMPANY

	
 
 
42 


	
 

	
 
 
   


	
SECTION
701.

	
COMPANY TO FURNISH
TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

	
 
 
42 


	
SECTION
702.

	
PRESERVATION OF
INFORMATION; COMMUNICATIONS TO HOLDERS.

	
 
 
43 


	
SECTION
703.

	
REPORTS BY
TRUSTEE.

	
 
 
43 


	
SECTION
704.

	
REPORTS BY
COMPANY.

	
 
 
43 







 



 







 






 


	

ARTICLE
VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE

	

44


	
 

	
 

	
 


	

SECTION
801.

	

COMPANY
MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

	

44


	

SECTION
802.

	

SUCCESSOR
PERSON SUBSTITUTED.

	

45


	
 

	
 

	
 


	

ARTICLE
IX SUPPLEMENTAL INDENTURES

	

45


	
 

	
 

	
 


	

SECTION
901.

	

WITHOUT
CONSENT OF HOLDERS.

	

45


	

SECTION
902.

	

WITH
CONSENT OF HOLDERS.

	

46


	

SECTION
903.

	

COMPLIANCE
WITH TRUST INDENTURE ACT.

	

47


	

SECTION
904.

	

REVOCATION
AND EFFECT OF CONSENTS.

	

47


	

SECTION
905.

	

NOTATION
ON OR EXCHANGE OF SECURITIES.

	

47


	

SECTION
906.

	

TRUSTEE
TO SIGN AMENDMENTS, ETC.

	

47


	
 

	
 

	
 


	

ARTICLE
X COVENANTS

	

48


	
 

	
 

	
 


	

SECTION
1001.

	

PAYMENT
OF PRINCIPAL, PREMIUM AND INTEREST.

	

48


	

SECTION
1002.

	

MAINTENANCE
OF OFFICE OR AGENCY.

	

48


	

SECTION
1003.

	

MONEY
FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

	

48


	

SECTION
1004.

	

EXISTENCE.

	

49


	

SECTION
1005.

	

STATEMENT
BY OFFICERS AS TO DEFAULT.

	

50


	

SECTION
1006.

	

WAIVER
OF CERTAIN COVENANTS.

	

50


	

SECTION
1007.

	

ADDITIONAL
AMOUNTS.

	

50


	
 

	
 

	
 


	

ARTICLE
XI REDEMPTION OF SECURITIES

	

51


	
 

	
 

	
 


	

SECTION
1101.

	

APPLICABILITY
OF ARTICLE.

	

51


	

SECTION
1102.

	

ELECTION
TO REDEEM; NOTICE TO TRUSTEE.

	

51


	

SECTION
1103.

	

SELECTION
BY TRUSTEE OF SECURITIES TO BE REDEEMED.

	

51


	

SECTION
1104.

	

NOTICE
OF REDEMPTION.

	

52


	

SECTION
1105.

	

DEPOSIT
OF REDEMPTION PRICE.

	

52


	

SECTION
1106.

	

SECURITIES
PAYABLE ON REDEMPTION DATE.

	

52


	

SECTION
1107.

	

SECURITIES
REDEEMED IN PART.

	

53


	

SECTION
1108.

	

PURCHASE
OF SECURITIES.

	

53


	
 

	
 

	
 


	

ARTICLE
XII SINKING FUNDS

	

53


	
 

	
 

	
 


	

SECTION
1201.

	

APPLICABILITY
OF ARTICLE.

	

53


	

SECTION
1202.

	

SATISFACTION
OF SINKING FUND PAYMENTS WITH SECURITIES.

	

54


	

SECTION
1203.

	

REDEMPTION
OF SECURITIES FOR SINKING FUND.

	

54


	
 

	
 

	
 


	

ARTICLE
XIII MEETINGS OF HOLDERS OF SECURITIES

	

54


	
 

	
 

	
 


	

SECTION
1301.

	

PURPOSES
FOR WHICH MEETINGS MAY BE CALLED.

	

54


	

SECTION
1302.

	

CALL,
NOTICE AND PLACE OF MEETINGS.

	

54


	

SECTION
1303.

	

PERSONS
ENTITLED TO VOTE AT MEETINGS.

	

55


	

SECTION
1304.

	

QUORUM;
ACTION.

	

55


	

SECTION
1305.

	

DETERMINATION
OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

	

56


	

SECTION
1306.

	

COUNTING
VOTES AND RECORDING ACTION OF MEETINGS.

	

56







 



 







 






 



INDENTURE


 


THIS
Indenture, dated as of ________ ___, 2021, between NaturalShrimp
Incorporated., a corporation duly organized and existing under the
laws of the State of Nevada (herein called the
“Company”), having its principal office at 15150
Preston Road, Suite #300, Dallas, Texas 75248 and ________________,
a ________ banking corporation, as Trustee (herein called the
“Trustee”) the office of the Trustee at which at the
date hereof its corporate trust business is principally
administered being ______________________.


 



RECITALS OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”), to be issued in one
or more series as in this Indenture provided.


 


The
Securities of each series will be in such form as may be
established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions, and other variations as are
required or permitted by this Indenture, and may have such letters,
numbers, or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.


 


This
Indenture is subject to the provisions of the Trust Indenture Act
and the rules and regulations of the SEC promulgated thereunder
that are required to be part of this Indenture and, to the extent
applicable, shall be governed by such provisions.


 


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 or of series thereof, as follows:


 



ARTICLE I


 



DEFINITIONS AND OTHER PROVISIONS



OF GENERAL APPLICATION


 


SECTION
101. DEFINITIONS.


 


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


 


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


 



 

-1-







 






 


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


 


(3) 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 V, are defined in Section
102.


 


“Act”
when used with respect to any Holder, has the meaning specified in
Section 105.


 


“Additional
Amounts” means any additional amounts that are required by
the express terms of a Security or by or pursuant to a Board
Resolution, under circumstances specified therein or pursuant
thereto, to be paid by the Company with respect to certain taxes,
assessments or other governmental charges imposed on certain
Holders and that 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.


 


“Authenticating
Agent” means any Person authorized by the Trustee to act on
behalf of the Trustee pursuant to Section 614 to authenticate
Securities of one or more series.


 


“Authorized
Newspaper” means a newspaper, 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 the
place in connection with which the term is used or in the financial
community of such place. Where successive publications are required
to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business
Day.


 


“Board of
Directors” means


 


(1)
with respect to a corporation, the board of directors of the
corporation;


 


(2)
with respect to a partnership, the board of directors of the
general partner of the partnership; and


 


(3)
with respect to any other Person, the board or committee of such
Person serving a similar function.


 


“Board
Resolution” means, with respect to any Person, a resolution
of such Person duly adopted by the Board of Directors of such
Person and in full force and effect.


 


“Book-Entry
Security” has the meaning specified in Section
204.


 


“Business
Day,” when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in that Place of Payment or the
city in which the Corporate Trust Office is located are authorized
or obligated by law or executive order to close.


 



 

-2-







 






 


“Capital
Lease Obligation” means, at the time any determination
thereof is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized
on a balance sheet in accordance with GAAP.


 


“Capital
Stock” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 that indicated in
the introductory paragraph of this Indenture or such other address
as the Trustee may designate from time to time by notice to the
Holders and the Company.


 


“Currency
Agreement” means, with respect to any specified Person, any
foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect such specified Person
against fluctuations in currency values.


 


“Default”
means an event or condition the occurrence of which is, or with the
lapse of time or the giving of notice or both would be, an Event of
Default.


 


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


 


“Depositary”
means, with respect to the Securities of any series issuable or
issued in the form of a global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor
Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than
one such person, “Depositary” as used with respect to
the Securities of any series shall mean the Depositary with respect
to the Securities of that series.


 


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


 


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


 


“GAAP”
means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of
the United States of America, as in effect as of the date of
issuance of Securities.


 



 

-3-







 






 


“Guarantee”
means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation,
by way of a pledge of assets or through letters of credit or
reimbursement agreements), of all or any part of
Indebtedness.


 


“Guarantor”
means any Subsidiary that incurs a Guarantee.


 


“Hedging
Agreement” means, with respect to any Person, any agreement
with respect to the hedging of price risk associated with the
purchase of commodities used in the business of such Person, so
long as any such agreement has been entered into in the ordinary
course of business and not for purposes of
speculation.


 


“Holder”
when used with respect to any Security, means the Person in whose
name the Security is registered in the Security
Register.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of
such Person, whether or not contingent, in respect of:


 


(1)
borrowed money;


 


(2)
evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof)
(other than obligations with respect to letters of credit securing
obligations (other than obligations described in clause (1), (2)
and (4) of this definition) entered into in the ordinary course of
business of such Person to the extent that such letters of credit
are not drawn upon);


 


(3)
banker’s acceptances;


 


(4) any
Capital Lease Obligations;


 


(5) the
balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or
trade payable incurred in the ordinary course of business;
or


 


(6) any
Hedging Agreements,


 


if and
to the extent any of the preceding items (other than letters of
credit and Hedging Agreements) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with
GAAP. In addition, the term “Indebtedness” includes all
Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included,
the guarantee by the specified Person of any indebtedness of any
other Person.


 


The
amount of any Indebtedness outstanding as of any date shall
be:


 


(1) the
accreted value thereof, in the case of any Indebtedness issued with
original issue discount; and


 


(2) the
principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other
Indebtedness.


 


“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 and the
provisions of the Trust Indenture Act that are deemed to be a part
of and govern this instrument.


 


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


 



 

-4-







 






 


“Interest
Swap Obligations,” means the obligations of any Person
pursuant to any arrangement with any other Person, whereby directly
or indirectly, such Person is entitled to receive from time to time
periodic payments calculated by applying either a floating or a
fixed rate of interest on a stated notional amount in exchange for
periodic payments made by such other Person calculated by applying
a fixed or a floating rate of interest on the same notional amount
and shall include, without limitation, interest rate swaps,
options, caps, floors, collars and similar agreements.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof
and any agreement to give any security interest).


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer,
the Controller, the Secretary or an Assistant Treasurer, Assistant
Controller or Assistant Secretary, of the Company, and delivered to
the Trustee, which certificate shall be in compliance with Section
103 hereof.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be
counsel for or an employee of the Company, rendered, if applicable,
in accordance with Section 314(c) of the Trust Indenture Act, which
opinion shall be in compliance with Section 103
hereof.


 


“Original
Issue Discount Security” means any Security that 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 for whose payment or redemption money in the necessary
amount has been theretofore irrevocably 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;
provided that, if such
Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and


 


(iii)
Securities that 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 whether a quorum is present at a
meeting of Holders of Securities, (a) the principal amount of an
Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof
that would be due and payable as of the date of such determination
upon acceleration of the Maturity thereof pursuant to Section 502,
(b) the principal amount of a Security denominated in a foreign
currency shall be the U.S. Dollar equivalent, determined by the
Company on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount
Security, the U.S. Dollar equivalent, determined on the date of
original issuance of such Security, of the amount determined as
provided in (a) above), of such Security and (c) 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 relying upon
any such request, demand, authorization, direction, notice, consent
or waiver or upon any such determination as to the presence of a
quorum, 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, which may include the Company,
authorized by the Company to pay the principal of (and premium, if
any) or interest on any one or more series of Securities on behalf
of the Company.


 


“Person”
means an individual, partnership, corporation, limited liability
company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.


 


“Place of
Payment” when used with respect to the Securities of any
series, means the place or places where the principal of (and
premium, if any) and interest on the Securities of that series are
payable as specified in accordance with Section 301 subject to the
provisions of Section 1002.


 


“Post-Petition
Interest” means any interest that accrues after the
commencement of any case, proceeding or other action relating to
the bankruptcy, insolvency or reorganization of the Company (or
would accrue but for the operation of applicable bankruptcy or
insolvency laws), whether or not such interest is allowed or
allowable as a claim in any such proceeding.


 



 

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“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 shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Registered
Security” means any Security in the form established pursuant
to Section 201 which is registered in the Security
Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301, or, if
not so specified, the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the
fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such
Interest Payment Date is the first day of a calendar month, whether
or not such day shall be a Business Day.


 


“Responsible
Officer” when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee
including any vice-president, assistant vice-president, assistant
treasurer, trust officer or any other officer who customarily
performs functions similar to those performed by the Persons who at
the time shall be such officers who have direct responsibility for
the administration of the Indenture and also means, with respect to
a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with
the particular subject.


 


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


 


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


 


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


 


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


 


(i) any
corporation of which the outstanding Capital Stock having at least
a majority of the votes entitled to be cast in the election of
directors under ordinary circumstances shall at the time be owned,
directly or indirectly by such Person; or


 


(ii)
any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.


 


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


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except
as provided in Section 903.


 


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


 


“United
States Alien” means any Person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien or foreign fiduciary of an estate
or trust, or a foreign partnership.


 



 

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“U.S.
Government Obligations” means direct noncallable obligations
of, or noncallable obligations the payment of principal of and
interest on which is guaranteed by, the United States of America,
or to the payment of which obligations or guarantees the full faith
and credit of the United States of America is pledged, or
beneficial interests in a trust the corpus of which consists
exclusively of money or such obligations or a combination
thereof.


 


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


 


“Wholly Owned
Subsidiary” of any Person means any Subsidiary of such Person
of which all the outstanding voting securities (other than in the
case of a Restricted Subsidiary that is incorporated in a
jurisdiction other than a State in the United States of America or
the District of Columbia, directors’ qualifying shares or an
immaterial amount of shares required to be owned by other Persons
pursuant to applicable law) are owned by such Person or any Wholly
Owned Subsidiary of such Person.


 


“Yield to
Maturity” when used with respect to any Original Issue
Discount Security, means the yield to maturity, if any, set forth
on the face thereof.


 


SECTION
102. INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT.


 


Whenever this
Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this
Indenture have the following meanings:


 


“Bankruptcy
Act” means the Bankruptcy Act or Title 11 of the United
States Code, as amended.


 


“indenture
securities” means the Securities.


 


“indenture
securityholder” means a Holder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the
Trustee.


 


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


 


All
terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by SEC rule under the Trust Indenture Act and
not otherwise defined herein have the meanings assigned to them
therein.


 


SECTION
103. COMPLIANCE CERTIFICATES AND OPINIONS.


 


Except
as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate stating that
all conditions precedent, if any (including any covenants the
compliance with which constitutes a condition precedent), provided
for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any (including
any covenants the compliance with which constitutes a condition
precedent), 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.


 



 

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


 


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


 


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


 


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


 


(4) a
statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with.


 


SECTION
104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.


 


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


 




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


 


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


 


SECTION
105. ACTS OF HOLDERS; RECORD DATES.


 


(1) Any
request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. Except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments 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 and so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any
such agent, or the holding of any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and 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 1306.


 


The
Company may set in advance a record date for purposes of
determining the identity of Holders of Registered Securities
entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture. If not set by the
Company prior to the first solicitation of a Holder of Registered
Securities of such series made by any Person in respect of any such
action, or in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be the later of 30
days prior to such first solicitation of such consent or the date
of the most recent list of Holders furnished to the Trustee prior
to such solicitation. If a record date is fixed, those Persons who
were Holders of Outstanding Registered Securities at such record
date (or their duly designated proxies), and only those Persons,
shall be entitled with respect to such Securities to take such
action by vote or consent or to revoke any vote or consent
previously given, whether or not such Persons continue to be
Holders after such record date. Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense,
shall cause notice thereof to be given to the Trustee in writing in
the manner provided in Section 106 and to the relevant Holders as
set forth in Section 107.


 


(2) 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 acknowledgments 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 manner which the Trustee
deems sufficient.


 


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


 



 

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(4) 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 or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.
Any Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his
Security or portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation
before the date the Act becomes effective.


 


SECTION
106. 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, Attention: Corporate Secretary.


 


The
Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or
communications.


 


All
notices and communications (other than those sent to the Trustee)
shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier
guaranteeing next-day delivery. All notices and communications to
the Trustee shall be deemed duly given and effective only upon
receipt.


 


Any
notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next-day delivery to its address
shown on the Security Register. Any notice or communication shall
also be so mailed to any Person described in TIA Section 313(c), to
the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.


 


If a
notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the
Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.


 




SECTION
107. NOTICE TO HOLDERS; WAIVER.


 


Where
this Indenture provides for notice to Holders of Securities of any
event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at the
address of such Holder 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 case
by reason of the suspension of regular mail service, or by reason
of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. In any case in
which notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered
Security, shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities.


 


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.


 



 

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SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.


 


If any
provision hereof limits, qualifies or conflicts with any provision
of the Trust Indenture Act or another provision hereof required to
be included in this Indenture by any of the provisions of the Trust
Indenture Act, such provision of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or
excluded, the former provision shall be deemed to apply to this
Indenture as so modified or to be excluded.


 



SECTION 109. 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
110. SUCCESSORS AND ASSIGNS.


 


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


 


SECTION
111. SEPARABILITY CLAUSE.


 


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


 



SECTION 112. BENEFITS OF INDENTURE.


 


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


 


SECTION
113. GOVERNING LAW.


 


This
Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, but without
giving effect to applicable principles of conflicts of law to the
extent the application of the laws of another jurisdiction would be
required thereby.


 


SECTION
114. LEGAL HOLIDAYS.


 


In any
case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of principal and interest
(and premium and Additional Amounts, 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 or
Redemption Date, or at the Stated Maturity, provided that no interest shall accrue
for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may
be.


 



 

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SECTION
115. CORPORATE OBLIGATION.


 


No
recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder,
officer, director or employee of the Company or the Trustee or of
any predecessor or successor of the Company or the Trustee with
respect to the Company’s obligations on the Securities or the
obligations of the Company or the Trustee under this Indenture or
any certificate or other writing delivered in connection
herewith.


 


SECTION
116. WAIVER OF TRIAL JURY.


 


EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION
117. FORCE MAJEURE.


 


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






ARTICLE II



 



SECURITY FORMS


 


SECTION
201. FORMS GENERALLY.


 


The
Securities of each series shall be Registered Securities and shall
be in substantially such form or forms (including temporary or
permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the
Securities. If temporary Securities of any series are issued in
global form as permitted by Section 304, the form thereof shall be
established as provided in the preceding sentence. A copy of the
Board Resolution establishing the form or forms of Securities of
any series (or any such temporary global Security) shall be
delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and
delivery of such Securities (or any such temporary global
Security).


 


The
definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as
evidenced by their execution thereof.


 


SECTION
202. FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION.


 


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.


 


	
 

	

By

	
 


	
 

	
 

	

AUTHORIZED
OFFICER”







 



 

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SECTION
203. SECURITIES IN GLOBAL FORM.


 


If
Securities of a series are issuable in global form, as contemplated
by Section 301, then, notwithstanding clause (10) 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 from time to time
endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced 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 in such Security or in a Company
Order to be delivered to the Trustee pursuant to Section 303 or
Section 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 in such
Security 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 103 and need
not be accompanied by an Opinion of Counsel.


 


The
provisions of the last sentence of Section 303 shall apply to any
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 103 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 Sections 201 and 307, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium,
if any) and interest on any Security in permanent global form shall
be made to the Person or Persons specified therein.


 


Notwithstanding the
provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or
of the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a global Security
as shall be specified in a written statement, if any, of the Holder
of such global Security, which is produced to the Security
Registrar by such Holder.


 


Global
Securities may be issued in either temporary or permanent form.
Permanent global Securities will be issued in definitive
form.


 


SECTION
204. BOOK-ENTRY SECURITIES.


 


Notwithstanding any
provision of this Indenture to the contrary:


 


(a) At
the discretion of the Company, any Registered Security may be
issued from time to time, in whole or in part, in permanent global
form registered in the name of a Depositary, or its nominee. Each
such Registered Security in permanent global form is hereafter
referred to as a “Book-Entry Security.” Subject to
Section 303, upon such election, the Company shall execute, and the
Trustee or an Authenticating Agent shall authenticate and deliver,
one or more Book-Entry Securities that (i) are denominated in an
amount equal to the aggregate principal amount of the Outstanding
Securities of such series if elected in whole or such lesser amount
if elected in part, (ii) are registered in the name of the
Depositary or its nominee, (iii) are delivered by the Trustee or an
Authenticating Agent to the Depositary or pursuant to the
Depositary’s instructions and (iv) bear a legend in
substantially the following form (or such other form as the
Depositary and the Company may agree upon):


 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITARY], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF [NOMINEE OF THE DEPOSITARY] OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITARY] (AND ANY PAYMENT IS MADE TO [NOMINEE OF THE DEPOSITARY]
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, [NOMINEE OF THE
DEPOSITARY], HAS AN INTEREST HEREIN.


 


(b) Any
Book-Entry Security shall be initially executed and delivered as
provided in Section 303. Notwithstanding any other provision of
this Indenture, unless and until it is exchanged in whole or in
part for Registered Securities not issued in global form, a
Book-Entry Security may not be transferred except as a whole by the
Depositary to a nominee of such Depositary, by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary, or by such Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary.


 



 

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(c) If
at any time the Depositary notifies the Company or the Trustee that
it is unwilling or unable to continue as Depositary for any
Book-Entry Securities, the Company shall appoint a successor
Depositary, whereupon the retiring Depositary shall surrender or
cause the surrender of its Book-Entry Security or Securities to the
Trustee. The Trustee shall promptly notify the Company upon receipt
of such notice. If a successor Depositary has not been so appointed
by the effective date of the resignation of the Depositary, the
Book-Entry Securities will be issued as Registered Securities not
issued in global form, in an aggregate principal amount equal to
the principal amount of the Book-Entry Security or Securities
theretofore held by the Depositary.


 


The
Company may at any time and in its sole discretion determine that
the Securities shall no longer be Book-Entry Securities represented
by a global certificate or certificates, and will so notify the
Depositary. Upon receipt of such notice, the Depositary shall
promptly surrender or cause the surrender of its Book-Entry
Security or Securities to the Trustee. Concurrently therewith,
Registered Securities not issued in global form will be issued in
an aggregate principal amount equal to the principal amount of the
Book-Entry Security or Securities theretofore held by the
Depositary.


 


Upon
any exchange of Book-Entry Securities for Registered Securities not
issued in global form as set forth in this Section 204(c), such
Book-Entry Securities shall be cancelled by the Trustee, and
Securities issued in exchange for such Book-Entry Securities
pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Book-Entry
Securities, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee
or any Authenticating Agent shall deliver such Securities to the
Persons in whose names such Securities are so
registered.


 


(d) The
Company and the Trustee shall be entitled to treat the Person in
whose name any Book-Entry Security is registered as the Holder
thereof for all purposes of the Indenture and any applicable laws,
notwithstanding any notice to the contrary received by the Trustee
or the Company; and the Trustee and the Company shall have no
responsibility for transmitting payments to, communication with,
notifying, or otherwise dealing with any beneficial owners of any
Book-Entry Security. Neither the Company nor the Trustee shall have
any responsibility or obligations, legal or otherwise, to the
beneficial owners or to any other party including the Depositary,
except for the Holder of any Book-Entry Security; provided however, notwithstanding
anything herein to the contrary, (i) for the purposes of
determining whether the requisite principal amount of Outstanding
Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver, instruction or
other action hereunder as of any date, the Trustee shall treat any
Person specified in a written statement of the Depositary with
respect to any Book-Entry Securities as the Holder of the principal
amount of such Securities set forth therein and (ii) nothing herein
shall prevent the Company, the Trustee, or any agent of the Company
or Trustee, from giving effect to any written certification, proxy
or other authorization furnished by a Depositary with respect to
any Book-Entry Securities, or impair, as between a Depositary and
holders of beneficial interests in such Securities, the operation
of customary practices governing the exercise of the rights of the
Depositary as Holder of such Securities.


 


(e) So
long as any Book-Entry Security is registered in the name of a
Depositary or its nominee, all payments of the principal of (and
premium, if any) and interest on such Book-Entry Security and
redemption thereof and all notices with respect to such Book-Entry
Security shall be made and given, respectively, in the manner
provided in the arrangements of the Company with such
Depositary.





ARTICLE III



 



THE SECURITIES


 


SECTION
301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.


 


The
aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities
of any series:


 


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


 


(2) any
limit, if any, upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 905 or 1107);


 


(3)
whether Securities of the series are to be issuable as Registered
Securities, whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form, as
Book-Entry Securities or otherwise, 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 the Depositary for any global
Security or Securities;


 



 

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(4) the
manner in which any interest payable on a temporary global Security
on any Interest Payment Date will be paid if other than in the
manner provided in Section 304;


 


(5) the
date or dates on which the principal of (and premium, if any, on)
the Securities of the series is payable or the method of
determination thereof;


 


(6) the
rate or rates, or the method of determination thereof, at which the
Securities of the series shall bear interest, if any, whether and
under what circumstances Additional Amounts with respect to such
Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and, if other than as set forth in
Section 101, the Regular Record Date for the interest payable on
any Registered Securities on any Interest Payment
Date;


 


(7) if
other than the Corporate Trust Office of the Trustee, the place or
places where, subject to the provisions of Section 1002, the
principal of (and premium, if any), any interest on and any
Additional Amounts with respect to the Securities of the series
shall be payable;


 


(8) the
period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the
terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company
must exercise any such option;


 


(9) the
obligation, if any, of the Company to redeem or purchase Securities
of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods
within which, the price or prices (whether denominated in cash,
securities or otherwise) at which and the terms and conditions upon
which Securities of the series shall be redeemed or purchased in
whole or in part pursuant to such obligation;


 


(10)
the denomination in which any Registered Securities of that series
shall be issuable, if other than denominations of $2,000 and any
integral multiple of $1,000 in excess thereof;


 


(11)
the currency or currencies (including composite currencies) in
which payment of the principal of (and premium, if any), any
interest on and any Additional Amounts with respect to the
Securities of the series shall be payable if other than the
currency of the United States of America;


 


(12) if
the principal of (and premium, if any) or interest on the
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including
composite currencies) other than that in which the Securities are
stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of (and
premium, if any) and interest on and any Additional Amounts with
respect to Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made;


 


(13) if
the amount of payments of principal of (and premium, if any), any
interest on and any Additional Amounts with respect to the
Securities of the series may be determined with reference to any
commodities, currencies or indices, or values, rates or prices, the
manner in which such amounts shall be determined;


 


(14) if
other than the entire principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant
to Section 502;


 


(15)
any additional means of satisfaction and discharge of this
Indenture with respect to Securities of the series pursuant to
Section 401, any additional conditions to discharge pursuant to
Section 401, 402, 403, 404, or 405, and the application, if any, of
Section 403 and 404;


 


(16)
any deletions or modifications of or additions to the Events of
Default set forth in Section 501, the right of the Trustee or the
requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 502, or the
covenants of the Company set forth in Article X pertaining to the
Securities of the series;


 



 

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(17)
the terms, if any, on which the Securities of any series may be
converted into or exchanged for stock or other securities of the
Company or other entities, any specific terms relating to the
adjustment thereof and the period during which such Securities may
be so converted or exchanged;


 


(18)
whether the Securities of a series will be issued as part of units
consisting of Securities and other securities of the Company or
another issuer; and


 


(19)
any other terms of the series permitted under the provisions of the
Trust Indenture Act.






All
Securities of any one series shall be substantially identical
except, in the case of Registered Securities, as to denomination
and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers’
Certificate referred to above 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 in such Board Resolution or
supplemental indenture, a series may be reopened for issuances of
additional Securities of such series pursuant to a Board Resolution
or in any indenture supplemental hereto.


 


At the
option of the Company, interest on the Registered Securities of any
series that bears interest may be paid by mailing a check or
otherwise transmitting payment to the address of any Holder as such
address shall appear in the Security Register.


 


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


 


SECTION
302. DENOMINATIONS.


 


The
Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. In the
absence of any such provisions with respect to the Securities of
any series, the Registered Securities of such series denominated in
Dollars shall be issuable in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof. Unless otherwise
provided as contemplated by Section 301 with respect to any series
of Securities, any Securities of a series denominated in a currency
other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon
buying rate in the City of New York for cable transfers for such
currency, as such rate is reported or otherwise made available by
the Federal Reserve Bank of New York, on the applicable issue date
for such Securities, of $2,000 and any integral multiple of $1,000
in excess thereof.


 


SECTION
303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.


 


The
Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President,
its Chief Financial Officer, its Treasurer or one of its Vice
Presidents, under its corporate seal reproduced thereon or affixed
thereto attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the Chairman of the Board, President,
Treasurer or any Vice President of the Company.


 


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


 


At any
time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series
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 as in this Indenture
provided and not otherwise.


 



 

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If the
form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions or Officer’s
Certificate as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee
shall be given (in addition to the other documents required by
Section 103 hereof), and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel
stating,


 


(a) if
the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this
Indenture;


 


(b) if
the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this
Indenture; and


 


(c)
that such Securities, when authenticated and delivered by the
Trustee 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, except as such enforcement is subject
to the effect of bankruptcy, insolvency, fraudulent conveyance,
reorganization or other laws relating to or affecting
creditors’ rights, and general principles of equity
(regardless of whether such enforcement is considered in a
proceeding in equity or at law); provided that such Opinion of Counsel
need express no opinion as to whether a court in the United States
would render a money judgment in currency other than that of the
United States.


 


If such
form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner not
reasonably acceptable to the Trustee.


 


Each
Security shall be dated the date of its
authentication.


 


No
Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature,
and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. 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 103 and need not be
accompanied by an Opinion of Counsel) stating that such Security
has never been issued and 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.


 


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 that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form and
with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such
Securities may determine, as evidenced by their execution of such
Securities.


 


Except
in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following
paragraphs), 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,
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. 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.


 


All
Outstanding 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.


 



 

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SECTION
305. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.


 


The
Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 1002 a
register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers of Registered Securities
of such series. The Trustee is hereby initially appointed
“Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein
provided.


 


Upon
surrender for registration of transfer of any Registered Security
of any series at the office or agency 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 and of like tenor, of any authorized denominations and of a
like aggregate principal amount.


 


At the
option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series and of
like tenor, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that 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 beneficial owners of interests
in a permanent global Security are entitled to exchange such
interest for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as
specified as contemplated by Section 301, then without unnecessary
delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in an aggregate
principal amount equal to the principal amount of such permanent
global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent
global Security shall be surrendered from time to time in
accordance with instructions given to the Trustee and the
Depositary (which instructions shall be in writing but need not
comply with Section 103 or be accompanied by an Opinion of Counsel)
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, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for each
portion of such permanent global Security, a like aggregate
principal amount of other definitive Securities of the same series
of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days
before any selection of Securities of that series is to be redeemed
and ending on the relevant Redemption Date. Promptly following any
such exchange in part, such permanent global Security marked to
evidence the partial exchange shall be returned by the Trustee to
the Depositary or such other depositary referred to above in
accordance with the instructions of the Company referred to above.
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
before 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 shall (if so required by the Company or
the Trustee) 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 exchange pursuant to Section
304, 905 or 1107 not involving any transfer.


 


The
Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the mailing of
a notice of redemption of Securities of such series selected for
redemption and ending at the close of business on the day of 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 the unredeemed portion of
any Security being redeemed in part.


 



 

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SECTION
306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.


 


If any
mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously
Outstanding.


 


If
there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the
Trustee that such Security 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, a new Security of the same
series and of like tenor and principal amount and bearing a number
not contemporaneously Outstanding.


 


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


 


Upon
the issuance of any new Security under this Section, 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 fee and expenses of the
Trustee) connected therewith.


 


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


 


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


 


SECTION
307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.


 


Interest on any
Registered Security which 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. Unless otherwise provided with
respect to the Securities of any series, payment of interest may be
made at the option of the Company by check mailed or delivered to
the address of any Person entitled thereto as such address shall
appear in the Security Register.


 


Any
interest on any Registered Security of any series which 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 Holder 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, and at the
same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in
this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage
prepaid, to 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, but such publication shall not be a condition precedent
to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, 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).


 



 

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(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, each Security
delivered under this Indenture, upon registration of transfer of,
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 Registered Security for
the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) interest on such
Registered Security and for all other purposes whatsoever, whether
or not such 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.


 


SECTION
309. CANCELLATION.


 


All
Securities surrendered for payment, redemption, 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. All Registered Securities so delivered
shall be promptly cancelled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly cancelled by the Trustee. 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. All cancelled Securities held by the
Trustee shall be disposed of in its customary manner.


 


SECTION
310. COMPUTATION OF INTEREST.


 


Except
as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series
shall be computed on the basis of a year comprising twelve 30-day
months.


 


SECTION
311. CUSIP NUMBERS.


 


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






 



 

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ARTICLE IV



 



SATISFACTION AND DISCHARGE; LEGAL DEFEASANCE AND



COVENANT DEFEASANCE


 


SECTION
401. SATISFACTION AND DISCHARGE OF INDENTURE.


 


This
Indenture shall upon Company Request cease to be of further effect
with respect to Securities of any series (except as to any
surviving rights of registration of transfer, exchange or
replacement of such series of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities, when


 


(1)
either


 


(A) all
such Securities of such series theretofore authenticated and
delivered (other than (i) such Securities which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and (ii) such Securities 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 or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation;
or


 


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


 


(i)
have become due and payable, or


 


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


 


(iii)
are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the
Company, and the Company, in
the case of (B)(i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee, as funds in trust for such purpose,
an amount in the currency or currencies or currency unit or units
in which such Securities of such series are payable or U.S.
Government Obligations maturing as to principal and interest in
such amounts and at such times as will, together with any interest
thereon, be sufficient to pay and discharge the entire indebtedness
on such Securities of such series not theretofore delivered to the
Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities
which have become due and payable) or to 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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series pursuant to this Section 401,
the obligations of the Company to the Trustee under Section 607 and
to any Authenticating Agent under Section 614 and, if money or U.S.
Government Obligations shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 406, Article VI and the
last paragraph of Section 1003 shall survive such satisfaction and
discharge.


 


SECTION
402. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.


 


In
addition to the Company’s rights under Section 401 (which
shall not be affected by this Section 402), the Company may, at the
option of its Board of Directors evidenced by a resolution set
forth in an Officers’ Certificate, at any time, elect to have
either Section 403 or 404 hereof applied to all Outstanding
Securities of any series upon compliance with the conditions set
forth in Sections 403 through 406 hereof.


 


SECTION
403. LEGAL DEFEASANCE AND DISCHARGE.


 


Upon
the Company’s exercise under Section 402 hereof of the option
applicable to this Section 403, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in
Section 405 hereof, be deemed to have been discharged from their
obligations with respect to all Outstanding Securities of a series
on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the
Outstanding Securities of a series, which shall thereafter be
deemed to be “outstanding” only for the purposes of
Section 406 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Securities and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of Outstanding
Securities of any series to receive payments in respect of the
principal of, premium, if any, and interest, if any, on such
Securities when such payments are due from the trust referred to in
Section 405, (b) the Company’s obligations with respect to
such Securities under Sections 304, 305, 306 and 1002 of this
Indenture, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s obligations in
connection therewith and (d) this Article IV. Subject to compliance
with Sections 402 through 406 hereof, the Company may exercise its
option under this Section 403 notwithstanding the prior exercise of
its option under Section 404 hereof.


 



 

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SECTION
404. COVENANT DEFEASANCE.


 


Upon
the Company’s exercise under Section 402 hereof of the option
applicable to this Section 404, the Company shall, subject to the
satisfaction of the conditions set forth in Section 405 hereof, be
released from the operation of Section 801 hereof with respect to
the Outstanding Securities of a series and any other covenant
contained in the Board Resolution or supplemental indenture
relating to such series on and after the date the conditions set
forth in Section 405 are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of such series shall
thereafter be deemed 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 such
covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it
being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 501
hereof, but, except as specified above, the remainder of this
Indenture and such series of Securities shall be unaffected
thereby. In addition, upon the Company’s exercise under
Section 402 hereof of the option applicable to this Section 404
hereof, subject to the satisfaction of the conditions set forth in
Section 405 hereof, Sections 501(3) through 501(6) and Section
501(9) hereof shall not constitute Events of Default.


 


SECTION
405. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.


 


The
following shall be the conditions to the application of either
Section 403 or 404 hereof to the Outstanding Securities of any
series:


 


In
order to exercise either Legal Defeasance or Covenant
Defeasance:


 


(a) the
Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Securities, cash in United States
dollars, U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient, to pay the principal of, or
interest and premium, if any, on the Outstanding Securities of such
series on the Stated Maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the
Securities are being defeased to maturity or to a particular
redemption date;


 


(b) in
the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming 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 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 of Counsel shall confirm that,
the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a
result of such Legal 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 Legal Defeasance had not
occurred;


 


(c) in
the case of Covenant Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the Outstanding Securities
of such series 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;


 


(d) no
Default or Event of Default shall have occurred and be continuing
either: (i) on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be
applied to such deposit); or (ii) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of
deposit;


 


(e)
such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material
agreement or instrument (other than this Indenture) to which the
Company is a party or by which the Company is bound;


 


(f) the
Company must have delivered to the Trustee an Opinion of Counsel to
the effect that, assuming no intervening bankruptcy of the Company
or any Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an
“insider” of the Company under applicable bankruptcy
law, 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;


 



 

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(g) the
Company must deliver to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the
intent of preferring the Holders of Securities over the other
creditors of the Company with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others;
and


 


(h) the
Company must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


 


SECTION
406. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


Subject
to Section 407 hereof, all money and non callable U.S. Government
Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of
this Section 406, the “Trustee”) pursuant to Section
401 or 404 hereof in respect of the Outstanding Securities of any
series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any paying
agent (including the Company acting as paying agent) as the Trustee
may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium on , if
any, and interest, but such money need not be segregated from other
funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or
non-callable U.S. Government Obligations deposited pursuant to
Section 401 or 404 hereof 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 the Outstanding
Securities.


 


Anything in this
Article IV to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the written
request of the Company any money or non-callable U.S. Government
Obligations held by it as provided in Section 401 or 404 hereof
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 that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance or satisfaction
and discharge of this Indenture.






SECTION
407. REPAYMENT TO COMPANY.


 


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,
premium on, if any, or interest on any Securities and remaining
unclaimed for two years after such principal, and premium, if any,
or interest has become due and payable shall be paid to the Company
on its written request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Securities shall
thereafter, as an unsecured creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such paying
agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
paying agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition),
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 notification or publication, any unclaimed balance of
such money then remaining will be repaid to the
Company.


 


SECTION
408. REINSTATEMENT.


 


If the
Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations deposited with respect to Securities of any
series in accordance with Section 401, 403 or 404 hereof, as the
case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations
under this Indenture with respect to the Securities of such series
and the Securities of such series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401, 403 or
404 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in
accordance with Section 401, 403 or 404 hereof, as the case may be;
provided, however, that, if the Company makes any
payment of principal of, premium on, if any, or interest on any
Securities following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying
Agent.






 



 

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ARTICLE V



 



REMEDIES


 


SECTION
501. EVENTS OF DEFAULT.


 


An
“Event of Default” on a series occurs if:


 


(1) the
Company defaults in the payment of interest on any Security of such
series when the same becomes due and payable and the Default
continues for a period of 30 days;


 


(2) the
Company defaults in the payment of the principal of any Security of
such series when the same becomes due and payable at maturity, upon
redemption or otherwise;


 


(3) the
Company fails to comply with any of its other agreements in the
Securities of such series or this Indenture (as they relate
thereto) and the Default continues for the period and after the
notice specified below (except in the case of a default with
respect to any Change of Control Provisions or Article VIII (or any
replacement provisions contemplated by Article VIII), which will
constitute Events of Default with notice but without passage of
time);


 


(4) the
acceleration of any Indebtedness of the Company in an amount of $50
million or more, individually or in the aggregate, and such
acceleration does not cease to exist, or such Indebtedness is not
satisfied, in either case within five days after such
acceleration;


 


(5) the
failure by the Company to make any principal or interest payment in
an amount of $50 million or more, individually or in the aggregate,
in respect of Indebtedness of the Company within five days of such
principal or interest becoming due and payable (after giving effect
to any applicable grace period set forth in the documents governing
such Indebtedness);


 


(6) a
final judgment or judgments in an amount of $50 million or more,
individually or in the aggregate, for the payment of money having
been entered by a court or courts of competent jurisdiction against
the Company and such judgment or judgments is not satisfied,
stayed, annulled or rescinded within 90 days after being
entered;


 


(7) the
Company 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,


 


(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
creditors;


 



 

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


 


(a) is
for relief against the Company in an involuntary case,


 


(b)
appoints a Custodian of the Company or for all or substantially all
of its property, or


 


(c)
orders the liquidation of the Company,


 


and the
order or decree remains unstayed and in effect for 60 days;
or


 


(9) any
other Event of Default occurs with respect to Securities of that
series as provided in the supplemental indenture or Board
Resolutions establishing such series of Securities.


 


The
term “Bankruptcy Law” means the Bankruptcy Act or any
similar Federal or State law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy
Law.


 


A
Default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the Securities of the applicable series notify
the Company and the Trustee of the Default and (except in the case
of a default with respect to any provisions of any supplemental
indenture or Board Resolution establishing such series of
Securities giving the Holders of Securities of such series the
right to require the Company to repurchase or redeem such
Securities of such series upon the occurrence of a change of
control prior to the final maturity date of such Securities of such
series (“Change of Control Provisions”) or Article VIII
(or any replacement provisions contemplated by Article VIII)) the
Company does not cure the Default within 90 days after receipt of
the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a “Notice of
Default.”


 


SECTION
502. ACCELERATION.


 


If any
Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 501 hereof) with respect to Securities
of any series occurs and is continuing, either the Trustee or the
Holders of at least 25% in principal amount of the then Outstanding
Securities of that series may declare all the Securities of that
series to be due and payable immediately. Upon any such
declaration, the Securities of that series shall become due and
payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders). Notwithstanding the foregoing, if
an Event of Default specified in clause (7) or (8) of Section 501
hereof occurs with respect to any series of Securities, all
outstanding Securities of that series shall become due and payable
without further action or notice. The Holders of a majority in
aggregate principal amount of Securities of any series then
Outstanding by notice to the Trustee may on behalf of the Holders
of all of the Securities of that series waive any existing Default
or Event of Default and its consequences under this Indenture
except a continuing Default or Event of Default in the payment of
interest or premium, if any, on, or the principal of, the
Securities of that series.


 


SECTION
503. OTHER REMEDIES.


 


If an
Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium, if any, and interest on
the Securities of that series or to enforce the performance of any
provision of the Securities of that series or this
Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any
of the Securities in a series or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Holder of
a Security in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


 



 

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SECTION
504. WAIVER OF PAST DEFAULTS.


 


Holders
of not less than a majority in aggregate principal amount of the
then outstanding Securities in any series by notice to the Trustee
may on behalf of the Holders of all of the Securities of that
series waive any existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or
interest on, the Securities of that series (including in connection
with an offer to purchase) (provided, however, that the Holders of a majority
in aggregate principal amount of the then outstanding Securities of
any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such
acceleration, with respect to that series). 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 impair any right consequent
thereon.


 


SECTION
505. CONTROL BY MAJORITY.


 


With
respect to any series of Securities, Holders of a majority in
principal amount of the then outstanding Securities of that series
may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture
that the Trustee determines may be unduly prejudicial to the rights
of other Holders of Securities of any series or that may involve
the Trustee in personal liability.


 


SECTION
506. LIMITATION ON SUITS.


 


A
Holder of a Security of any series may pursue a remedy with respect
to this Indenture or the Securities of that series only
if:


 


(a) the
Holder of a Security of that series gives to the Trustee written
notice of a continuing Event of Default;


 


(b) the
Holders of at least 25% in principal amount of the then outstanding
Securities of that series make a written request to the Trustee to
pursue the remedy;


 


(c)
such Holder of a Security or Holders of Securities offer and, if
requested, provide to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;


 


(d) the
Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the
provision of indemnity; and


 


(e)
during such 60-day period the Holders of a majority in principal
amount of the then outstanding Securities of that series do not
give the Trustee a direction inconsistent with the
request.


 


A
Holder of a Security may not use this Indenture to prejudice the
rights of another Holder of a Security or to obtain a preference or
priority over another Holder of a Security.


 


SECTION
507. RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE
PAYMENT.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder of a
Security of any series to receive payment of principal, premium, if
any, and interest on the Security, on or after the respective due
dates expressed in the Security (including in connection with an
offer to purchase), or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be
impaired or affected without the consent of such
Holder.


 



 

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SECTION
508. COLLECTION SUIT BY TRUSTEE.


 


With
respect to the Securities of any series, if an Event of Default
specified in clause (1) or (2) of Section 501 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for
the whole amount of principal of, premium on, if any, and interest
remaining unpaid on the Securities of that series and interest on
overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.


 


SECTION
509. TRUSTEE MAY FILE PROOFS OF CLAIM.


 


The
Trustee is authorized to file such proofs of claim and 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 the Holders of the Securities of any
series allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Securities), its creditors or its
property and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable
on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder of that series to
make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607 of this Indenture. To the extent that the
payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607 of this Indenture out of
the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. 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 any series
of Securities any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of that series or the
rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such
proceeding.


 


SECTION
510. PRIORITIES.


 


If the
Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:


 


(a)
First: to the Trustee, its agents and attorneys for amounts due
under Section 607 of this Indenture, including payment of all
compensation, expense and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of
collection;


 


(b)
Second: to Holders of Securities for amounts due and unpaid on the
Securities for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal, premium,
if any, and interest, respectively; and


 


(c)
Third: to the Company or to such party as a court of competent
jurisdiction shall direct.


 


The
Trustee may fix a record date and payment date for any payment to
Holders of Securities pursuant to this Section 510.


 


SECTION
511. UNDERTAKING FOR COSTS.


 


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 a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a
Security pursuant to Section 507 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding
Securities of any series.


 



 

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ARTICLE VI



 



THE TRUSTEE


 


SECTION
601. CERTAIN DUTIES AND RESPONSIBILITIES.


 


(a)
Except during the continuance of an Event of Default with respect
to the Securities of any series:


 


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


 


(2) in
the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether they conform to the
requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculation or other facts stated
therein).


 


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


 


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


 


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


 


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


 


(3) the
Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding
Securities of any series or of all series, determined as provided
in Section 505, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series;
and


 


(4) no
provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to
it.


 


(d)
Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


SECTION
602. NOTICE OF DEFAULTS.


 


Within
90 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall
give notice of such Default or Event of Default known to the
Trustee to all Holders of Securities of such series in the manner
provided in Section 107 and in compliance with the Trust Indenture
Act, unless such Default or Event of Default shall have been cured
or waived; provided,
however, that, except in
the case of a Default or Event of Default in the payment of the
principal of (or premium, 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 Securities
of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any
Default or Event of Default of the character specified in Section
501(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence
thereof.


 



 

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SECTION
603. CERTAIN RIGHTS OF TRUSTEE.


 


Subject
to the provisions of Section 601:


 


(a) the
Trustee may conclusively 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, other evidence of
indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;


 


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


 


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


 


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


 


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


 


(f) the
Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any
kind by reason of such inquiry or investigation;


 


(g) the
Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through
agents or attorneys and, except for any Affiliates of the Trustee,
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;


 


(h) the
Trustee shall not be charged with knowledge of any Default or Event
of Default with respect to the Securities of any series for which
it is acting as Trustee unless either (1) a Responsible Officer
shall have actual knowledge of such Default or Event of Default or
(2) written notice of such Default or Event of Default which is in
fact such a default shall have been received by the Trustee at the
Corporate Trust Office of the Trustee and such notice references
the Securities and this Indenture by the Company or any other
obligor on such Securities or by any Holder of such
Securities;


 


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


 


(j) in
no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action;


 


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


 


(l) the
Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this
Indenture.


 



 

-28-







 






 


SECTION
604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.


 


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


 


SECTION
605. MAY HOLD SECURITIES.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not the
Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.


 


SECTION
606. MONEY HELD IN TRUST.


 


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


 


SECTION
607. COMPENSATION AND REIMBURSEMENT.


 


The
Company agrees:


 


(1) to
pay to the Trustee from time to time 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);


 


(2)
except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the compensation and the
reasonable expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as shall be
determined to have been caused by its own negligence or willful
misconduct; and


 


(3) to
indemnify the Trustee and each of its directors, officers,
employees, agents and/or representatives for, and to hold each of
them harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on each of their part,
arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the
costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of
the Trustee’s powers or duties hereunder.


 


As
security for the performance of the obligations of the Company
under this Section 607, the Trustee shall have a lien prior to the
Securities on all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of
principal of, premium, if any, or interest, if any, on or any
Additional Amounts with respect to particular
Securities.


 


Any
expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default (including the
reasonable charges and expenses of its counsel) specified in clause
(7) or (8) of Section 501 shall constitute expenses and
compensation for services of administration under all applicable
federal or state bankruptcy, insolvency, reorganization or other
similar laws.


 




The
provisions of this Section 607 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge
of the Company’s obligations under this Indenture and the
termination of this Indenture.


 



 

-29-







 






 


SECTION
608. DISQUALIFICATION; CONFLICTING INTERESTS.


 


(a) If
the Trustee has or shall acquire any conflicting interest, as
defined in this Section 608, with respect to the Securities of any
series, it shall, within 90 days after ascertaining that it has
such conflicting interest, either eliminate such conflicting
interest or resign with respect to the Securities of that series in
the manner and with the effect hereinafter specified in this
Article.


 


(b) In
the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section 608 with respect to the
Securities of any series, the Trustee shall, within 10 days after
the expiration of such 90-day period, transmit by mail to all
Holders of Securities of that series, as their names and addresses
appear in the Security Register, notice of such failure in
compliance with the Trust Indenture Act.


 


(c) For
the purposes of this Section, the term “conflicting
interest” shall have the meaning specified in Section 310(b)
of the Trust Indenture Act and the Trustee shall comply with
Section 310(b) of the Trust Indenture Act; provided, that there shall be excluded
from the operation of Section 310(b)(1) of the Trust Indenture Act
with respect to the Securities of any series any indenture or
indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are
outstanding, if the requirements for such exclusion set forth in
Section 310(b)(1) of the Trust Indenture Act are met. For purposes
of the preceding sentence, the optional provision permitted by the
second sentence of Section 310(b)(1) of the Trust Indenture Act
shall be applicable.


 


SECTION
609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


There
shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50
million and subject to supervision or examination by Federal or
State (or the District of Columbia) authority. If such corporation
publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority,
then for the purposes of this Section 609, 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.


 


The
Indenture shall always have a Trustee who satisfies the
requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the
Trust Indenture Act.


 


SECTION
610. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.


 


(a) No
resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section
611.


 


(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 the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the resigning Trustee
within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(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. If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have been
delivered to the resigning Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition
at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the
Securities of such series.


 



 

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(d) If
at any time:


 


(1) the
Trustee shall fail to comply with Section 608(a) after written
request therefor by the Company or by any Holder 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 609 and shall fail
to resign after written request therefor by the Company or by any
such Holder of Securities, 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 a Board Resolution may remove
the Trustee with respect to all Securities, or (ii) subject to
Section 505, any Holder 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 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) and such
successor Trustee or Trustees shall comply with the applicable
requirements of Section 611. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the
Company and accepted appointment in the manner required by Section
611, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


(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 by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Securities of
such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.


 


SECTION
611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


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


 


(b) In
case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (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 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.


 



 

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SECTION
612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.


 


Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all 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; provided, however, that in the case of a
corporation succeeding to all or substantially all the corporate
trust business of the Trustee, such successor corporation shall
expressly assume all of the Trustee’s liabilities hereunder.
In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


SECTION
613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.


 


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


 


SECTION
614. APPOINTMENT OF AUTHENTICATING AGENT.


 


The
Trustee may appoint an Authenticating Agent or Agents that shall be
authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption or pursuant to
Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the
District of Columbia having a combined capital and surplus of not
less than $50 million or equivalent amount expressed in a foreign
currency and subject to supervision or examination by Federal or
State (or the District of Columbia) authority or authority of such
country. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes
of this Section 614, 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. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 614,
such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 614.


 


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 614,
without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and 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 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders as their names and addresses appear
in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 614.


 


The
Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section
614, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.


 


If an
appointment is made pursuant to this Section 614, the Securities
may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of
authentication in the following form:


 


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


 


	
 

	
 

	
 


	
 

	
 

	

AS
TRUSTEE


	
 

	
 

	
 


	
 

	

By

	
 


	
 

	
 

	

AS
AUTHENTICATING AGENT


	
 

	
 

	
 


	
 

	

By

	
 


	
 

	
 

	

AS
AUTHORIZED SIGNATORY”







 


Notwithstanding any
provision of this Section 614 to the contrary, if at any time any
Authenticating Agent appointed hereunder with respect to any series
of Securities shall not also be acting as the Security Registrar
hereunder with respect to any series of Securities, then, in
addition to all other duties of an Authenticating Agent hereunder,
such Authenticating Agent shall also be obligated (i) to furnish to
the Security Registrar promptly all information necessary to enable
the Security Registrar to maintain at all times an accurate and
current Security Register and (ii) prior to authenticating any
Security denominated in a foreign currency, to ascertain from the
Company the units of such foreign currency that are required to be
determined by the Company pursuant to Section 302.






 



 

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ARTICLE VII



 



HOLDER’S LISTS AND REPORTS BY TRUSTEE AND
COMPANY


 


SECTION
701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.


 


With
respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:


 


(a)
semi-annually, not more than 15 days after each Regular Record Date
relating to that series (or, if there is no Regular Record Date
relating to that series, on January 1 and July 1), a list, in such
form as the Trustee may reasonably require, of the names and
addresses of the Holders of that series as of such dates,
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, such list to be dated as of a date not
more than 15 days prior to the time such list is
furnished;



 



provided, that so long as the Trustee is the Security
Registrar, the Company shall not be required to furnish or cause to
be furnished such a list to the Trustee. The Company shall
otherwise comply with Section 312(a) of the Trust Indenture
Act.


 


SECTION
702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.


 


(a) The
Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series
contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders of
each series received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.
The Trustee shall otherwise comply with Section 312(a) of the Trust
Indenture Act.


 


(b)
Holders of Securities may communicate pursuant to Section 312(b) of
the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or under the Securities. The Company,
the Trustee, the Security Registrar and any other Person shall have
the protection of Section 312(c) of the Trust Indenture
Act.


 


SECTION
703. REPORTS BY TRUSTEE.


 


(a)
Within 60 days after May 15 of each year commencing with the year
2018, the Trustee shall transmit by mail to Holders a brief report
dated as of such May 15 that complies with Section 313(a) of the
Trust Indenture Act. The Trustee shall comply with Section 313(b)
of the Trust Indenture Act. The Trustee shall transmit by mail all
reports as required by Sections 313(c) and 313(d) of the Trust
Indenture Act.


 


(b) A
copy of each report pursuant to Subsection (a) of this Section 703
shall, at the time of its transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are
listed, with the SEC and with the Company. The Company will notify
the Trustee when any Securities are listed or delisted on any stock
exchange.


 


SECTION
704. REPORTS BY COMPANY.


 


The
Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the SEC, 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 SEC may
from time to time by rules and regulations prescribe) which the
Company may be required to file with the SEC pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended, and shall otherwise comply with Section 314(a) of the
Trust Indenture Act.


 


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


 



 

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ARTICLE VIII



 



CONSOLIDATION, MERGER, CONVEYANCE,



TRANSFER OR LEASE


 


SECTION
801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.


 


(a) The
Company shall not, directly or indirectly, in any transaction or
series of related transactions: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving
corporation); (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of
the Company and its Subsidiaries taken as a whole, or (3) assign
any of its obligations under the Securities and this Indenture, in
one or more related transactions, to another Person;
unless:


 


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


 


(ii)
the Person formed by or surviving any such consolidation or merger
(if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition shall have
been made assumes all the obligations of the Company under the
Securities and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee;


 


(iii)
immediately after such transaction no Default or Event of Default
exists;


 


(iv)
the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such
merger, consolidation or sale, assignment, transfer, conveyance or
other disposition of such properties or assets or assignment of its
obligations under the Securities and this Indenture and such
supplemental indenture, if any, comply with this
Indenture.


 


(b) The
Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more
related transactions, to any other Person.


 


(c)
Notwithstanding the foregoing, this Section 801 shall not apply to
a sale, assignment, transfer, conveyance or other disposition of
assets between or among the Company and any of its Wholly Owned
Subsidiaries.






SECTION
802. SUCCESSOR PERSON SUBSTITUTED.


 


Upon
any consolidation or merger, any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the
assets of the Company, or any assignment of the obligations under
the Securities and this Indenture in accordance with Section 801
hereof, the successor corporation formed by such consolidation or
into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the
successor corporation and not to the Company), and may exercise
every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the
Company herein; provided,
however, that the
predecessor Company shall not be relieved from the obligation to
pay the principal of and interest on the Securities except in the
case of a sale of all of the Company’s assets that meets the
requirements of Section 801 hereof.






 



 

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ARTICLE IX



 



SUPPLEMENTAL INDENTURES


 


SECTION
901. WITHOUT CONSENT OF HOLDERS.


 


Notwithstanding
Section 902 of this Indenture, the Company and the Trustee may
amend or supplement this Indenture or the Securities of any series
without the consent of any Holder of a Security of any
series:


 


(a) to
cure any ambiguity, defect or inconsistency;


 


(b) to
provide for uncertificated Securities in addition to or in place of
certificated Securities or to alter the provisions of Article II of
this Indenture (including the related definitions) in a manner that
does not materially adversely affect any Holder;


 


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


 


(d) to
provide for the assumption of the Company’s or any
Guarantor’s obligations to the Holders of the Securities by a
successor to the Company pursuant to Article VIII of this
Indenture;


 


(e) to
make any change that would provide any additional rights or
benefits to the Holders of the Securities or that does not
adversely affect the legal rights hereunder of any such
Holder;


 


(f) to
comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the Trust Indenture
Act;


 


(g) to
evidence and provide the acceptance of the appointment of a
successor Trustee pursuant to Sections 610 and 611 of this
Indenture; and


 


(h) to
add a Guarantor of the Securities.


 


Upon
the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 603 of this Indenture, the Trustee
shall join with the Company in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.


 


SECTION
902. WITH CONSENT OF HOLDERS.


 


Except
as provided below in this Section 902, the Company and the Trustee
may amend or supplement this Indenture and the Securities of any
series may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount at
maturity of Securities of that series then Outstanding voting as a
single class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer
for, that series of Securities), and, subject to Sections 504 and
507 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of,
premium, if any, and interest, if any, on such Securities, except a
payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or
such Securities may be waived with the consent of the Holders of a
majority in aggregate principal amount at maturity of the then
Outstanding Securities of that series voting as a single class
(including without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, that series
of Securities).


 



 

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Upon
the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of that
series of Securities as aforesaid, and upon receipt by the Trustee
of the documents described in Section 603 of this Indenture, the
Trustee shall join with the Company in the execution of such
amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental
indenture.


 


It
shall not be necessary for the consent of the Holders of Securities
under this Section 902 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.


 


After
an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Securities of
any series affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such amended or supplemental
indenture or waiver.


 


Subject
to Sections 504 and 507 hereof, the Holders of a majority in
aggregate principal amount at maturity of a series of Securities
then Outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this
Indenture or the Securities. However, without the consent of each
Holder of a series of Securities affected, an amendment or waiver
under this Section 902 may not (with respect to the series of
Securities held by a non-consenting Holder):


 


(a)
reduce the principal amount of the then Outstanding Securities
whose Holders must consent to an amendment, supplement or
waiver;


 


(b)
reduce the principal of or change the fixed maturity of any
Security or alter any of the provisions with respect to the
redemption of the Securities unless otherwise specifically provided
for in the supplemental indenture;


 


(c)
reduce the rate of or change the time for payment of interest on
any Security;


 


(d)
waive a Default or Event of Default in the payment of principal of,
or interest or premium, if any, on the Securities (except a
rescission of acceleration of the Securities by the Holders of any
series of Securities of at least a majority in aggregate principal
amount of the then Outstanding Securities of that series and a
waiver of the payment default that resulted from such
acceleration);


 


(e)
make any Security payable in money other than that stated in the
Security;


 


(f)
make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Securities to
receive payments of principal of, or interest or premium, if any,
on the Securities;


 


(g)
waive a redemption payment with respect to any Security (other than
as may be specifically permitted by the supplemental
indenture);


 


(h)
cause the Securities to become subordinated in right of payment to
any other Indebtedness;


 


(i)
release any Guarantor from any of its obligations under its
Guarantee or this Indenture, except in accordance with the terms
thereof; or


 


(j)
make any change in Sections 504 or 507 or the foregoing amendment
and waiver provisions.


 


SECTION
903. COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every
amendment or supplement to this Indenture or the Securities shall
be set forth in a amended or supplemental indenture that complies
with the Trust Indenture Act as then in effect.


 



 

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SECTION
904. REVOCATION AND EFFECT OF CONSENTS.


 


Until
an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder
of a Security and every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not
made on any Security. However, any such Holder of a Security or
subsequent Holder of a Security may revoke the consent as to its
Security if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every
Holder.


 


SECTION
905. NOTATION ON OR EXCHANGE OF SECURITIES.


 


The
Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security thereafter authenticated. The
Company in exchange for all Securities of a series may issue and
the Trustee shall, upon receipt of a written order from the Company
to authenticate such Securities, authenticate new Securities that
reflect the amendment, supplement or waiver.


 


SECTION
906. TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The
Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of
the Trustee. The Company may not sign an amendment or supplemental
indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be given
and (subject to Section 601 of this Indenture) shall be fully
protected in relying upon, in addition to the documents required by
Section 603 this Indenture, an Officer’s Certificate and an
Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this
Indenture.


 



ARTICLE X



 



COVENANTS


 


SECTION
1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.


 


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


 


SECTION
1002. MAINTENANCE OF OFFICE OR AGENCY.


 


If
Securities of a series are issuable only as Registered Securities,
the Company will 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. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee.


 


The
Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may
be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment
for Securities of any series for such purposes. The Company 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.


 



 

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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 Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on or any
Additional Amounts with respect to any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to
act.


 


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


 


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


 


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


 


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


 


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


 


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


 


Any
money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and
remaining unclaimed for three years after such principal (and
premium, if any) or interest has become due and payable shall,
unless otherwise required by mandatory provisions of applicable
escheat, or abandoned or unclaimed property law, be paid to the
Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, the City of New
York and in such other Authorized Newspapers as the Trustee shall
deem appropriate, notice that such money remains unclaimed and
that, after a date specified herein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of
such money then remaining will, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or
unclaimed property law, be repaid to the Company.


 


SECTION
1004. EXISTENCE.


 


Subject
to Article VIII, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its
corporate existence.


 



 

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SECTION
1005. STATEMENT BY OFFICERS AS TO DEFAULT.


 


The
Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officers’ Certificate stating that a
review of the activities of the Company and its Subsidiaries during
the preceding fiscal year has been made under the supervision of
the signing officers with a view to determining whether the Company
has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such officer
signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Securities is prohibited
or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect
thereto.


 


The
Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith and in any event within five days
upon any officer becoming aware of any Default or Event of Default
or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect
thereto.


 


SECTION
1006. WAIVER OF CERTAIN COVENANTS.


 


The
Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 1005, or any covenant
added for the benefit of any series of Securities as contemplated
by Section 301 (unless otherwise specified pursuant to Section 301)
if before or after the time for such compliance the Holders of a
majority in principal amount of the Outstanding Securities of all
series affected by such omission (acting as one class) shall, 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 covenant or condition
shall remain in full force and effect.


 


SECTION
1007. ADDITIONAL AMOUNTS.


 


If the
Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided
therein. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest
on, or in respect of, any Security of any series or the net
proceeds received from 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 for in this Section 1007 to
the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of
this Section 1007 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.


 


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 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 interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers’
Certificate, the Company shall 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 who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge
described in the Securities of that 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 and the Company will
pay to such Paying Agent the Additional Amounts required by this
Section. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against any loss,
liability or expense reasonably incurred without negligence or
willful misconduct on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section
1007.


 



 

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ARTICLE XI



 



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 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 a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the
Company shall, a reasonable period prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities 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 are to be redeemed, the
particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and
appropriate and that 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 or of the principal amount of global Securities of such
series.


 


The
Trustee shall promptly notify the Company and the Security
Registrar 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 Securities redeemed or to be redeemed
only in part, to the portion of the principal amount of such
Securities 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 107
to each Holder of Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.


 


All
notices of redemption shall state:


 


(1) the
Redemption Date,


 


(2) the
Redemption Price,


 


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


 



 

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(4)
that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,


 


(5) the
place or places where such Securities are to be surrendered for
payment of the Redemption Price,


 


(6)
that the redemption is for a sinking fund, if such is the case,
and


 


(7) the
“CUSIP” number, if applicable.


 


A
notice of redemption as contemplated by Section 107 need not
identify particular Registered Securities to be redeemed. Notice of
redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s
request and provision to the Trustee of the notice information 10
days prior to delivery of the notice, by the Trustee in the name
and at the expense of the Company.


 


SECTION
1105. DEPOSIT OF REDEMPTION PRICE.


 


On or
before 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest
on and any Additional Amounts with respect to all the Securities 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, and from and after such
date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease
to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued
interest (and any Additional Amounts) to the Redemption Date;
provided, however, that installments of interest
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
Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, in the case of Original
Issue Discount Securities, the Securities’ Yield to
Maturity.


 


SECTION
1107. SECURITIES REDEEMED IN PART.


 


Any
Registered Security which is to be redeemed only in part 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 Registered Security or
Securities of the same series and Stated Maturity, 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.


 


SECTION
1108. PURCHASE OF SECURITIES.


 


Unless
otherwise specified as contemplated by Section 301, the Company and
any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Such
acquisition shall not operate as or be deemed for any purpose to be
a redemption of the indebtedness represented by such Securities.
Any Securities purchased or acquired by the Company may be
delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 309
shall apply to all Securities so delivered.






 



 

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ARTICLE XII



 



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
Securities of any series is herein referred to as an
“optional sinking fund payment.” Unless otherwise
provided by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided
in Section 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 (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), and (2) may apply as a
credit Securities of a 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, in each
case in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the
terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking payment shall be
reduced accordingly.


 


SECTION
1203. REDEMPTION OF SECURITIES FOR SINKING FUND.


 


Not
less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms
of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivery of or by crediting Securities of
that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 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 XIII



 



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION
1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.


 


A
meeting of Holders of Securities of any or all 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.


 



 

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SECTION
1302. 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 1301, to be held at
such time and at such place in the Borough of Manhattan, the City
of New York, or in any other location, 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 107, not less
than 20 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 aggregate principal amount of the
Outstanding Securities of any series, shall have requested the
Trustee for any such series to call a meeting of the Holders of
Securities of such series for any purpose specified in Section
1301, 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 30 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, the
City of New York for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in Subsection
(a) of this Section.


 


SECTION
1303. PERSONS ENTITLED TO VOTE AT MEETINGS.


 


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


 


SECTION
1304. QUORUM; ACTION.


 


The
Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series. In the
absence of a quorum within 30 minutes of 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.
Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(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 an adjourned meeting shall
state expressly that Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series 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 aggregate 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 or waiver which
this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage that is less than a majority
in aggregate 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
aggregate principal amount of the Outstanding Securities of that
series.


 


Except
as limited by the fourth paragraph of Section 902, 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, whether or
not present or represented at the meeting.


 


SECTION
1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.


 


(a) The
holding of Securities shall be proved in the manner specified in
Section 105 and the appointment of any proxy shall be proved in the
manner specified in Section 105. 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 105 or other proof.


 



 

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(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
1302(b), in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall 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 aggregate 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 and each proxy
shall be entitled to one vote for each $1,000 principal amount (or
such other amount of the minimum denomination of any series of
Securities as may be provided in the establishment of such series
as contemplated by Section 301 hereof) 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 as a
proxy.


 


(d) Any
meeting of Holders of Securities of any series duly called pursuant
to Section 1302 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


SECTION
1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.


 


The
vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such
series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who
shall make and file with the 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 such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that such notice was given as
provided in Section 1302 and, if applicable, Section 1304. 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.


 


* *
*


 


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


 


[Signatures
on following page]


 



 

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


 


	
 

	

NATURALSHRIMP
INCORPORATED


	
 

	
 

	
 


	
 

	

By:

	

                                      


	
 

	

Name:

	
 


	
 

	

Title:

	
 


	
 

	
 

	
 


	
 

	

___________________,
as Trustee


	
 

	
 

	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 




 

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