exhibit4a5.htm


    
      
        

      

    

     

    EXHIBIT
4.A.5

    


    
      


       

      


       

      


       

      


    

    TENNESSEE
GAS PIPELINE COMPANY

     

    Issuer

     

    and

     

    


     

    JPMORGAN
CHASE BANK

     

    Trustee

     

    


     

    


     

    FIFTH
SUPPLEMENTAL INDENTURE

     

    Dated
as of June 10, 2002

     

    To

     

    INDENTURE

     

    Dated
as of March 4, 1997

     

    


     

    83⁄8%
Notes due June 15, 2032

     

    


     

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    FIFTH SUPPLEMENTAL
INDENTURE, dated as of June 10, 2002 (herein called the “Fifth Supplemental
Indenture”), between TENNESSEE GAS PIPELINE COMPANY, a
Delaware  corporation (herein called the “Company”), having its
principal office at 1001 Louisiana Street, Houston, Texas 77002 and JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan Bank), a banking corporation
duly organized and existing under the laws of the State of New York, as trustee
under the Indenture referred to below (herein called the
“Trustee”).

     

    RECITALS
OF THE COMPANY

     

    WHEREAS, the
Company has heretofore executed and delivered to the Trustee the Indenture,
dated as of March 4, 1997 (herein called the “Original Indenture”), providing
for the issuance from time to time of one or more series of the Company’s
unsecured debentures, notes or other evidences of indebtedness (herein called
the “Securities”), the terms of which are to be determined as set forth in
Section 301 of the Original Indenture; and

     

    WHEREAS, Section
901 of the Indenture provides, among other things, that the Company and the
Trustee may enter into indentures supplemental to the Original Indenture for,
among other things, the purpose of setting forth the terms of Securities of any
series; and

     

    WHEREAS, the
Company desires to create a series of the Securities in an aggregate principal
amount of $240,000,000, which series shall be designated the 83⁄8% Notes due June
15, 2032 (the “Senior Notes”), and all action on the part of the Company
necessary to authorize the issuance of the Senior Notes under the Original
Indenture and this Fifth Supplemental Indenture has been duly taken;
and

     

    WHEREAS, all acts
and things necessary to make the Senior Notes, when executed by the Company and
completed, authenticated and delivered by the Trustee as provided in the
Original Indenture and this Fifth Supplemental Indenture, the valid and binding
obligations of the Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have been done and
performed;

     

    NOW, THEREFORE,
THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

     

    That in
consideration of the premises and the issuance of the Senior Notes, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of all holders of the Senior Notes, as follows:

     

    ARTICLE
I

     

    TERMS
AND ISSUANCE OF 83⁄8% NOTES DUE JUNE 15, 2032

     

    SECTION 1.01    Issue
of Senior Notes.  A series of Securities
which shall be designated the “83⁄8% Notes due June 15, 2032” shall be executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, the terms, conditions and covenants of the Original
Indenture, including without limitation the terms set forth in this Fifth
Supplemental Indenture (including the form of Senior Notes referred to in
Section 1.02 hereof).  The aggregate principal amount of Senior Notes
which may be authenticated and delivered under the Original Indenture shall not
exceed $240,000,000, except that the series may be reopened in the future
without the consent of the holders of the then Outstanding 83⁄8% Notes due June
15, 2032 to issue additional 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Senior Notes of the series
authorized hereby in accordance with the provisions of the Original Indenture
and this Fifth Supplemental Indenture and except as otherwise permitted by the
provisions of the Original Indenture.  The entire amount of Senior
Notes may forthwith be executed by the Company and delivered to the Trustee and
shall be authenticated by the Trustee and delivered to or upon the order of the
Company pursuant to Section 303 of the Indenture.

       

    

    SECTION 1.02    Forms
of Senior Notes and Authentication Certificate.  The
Senior Notes initially shall be issuable in the form of one or more Global
Securities.  The forms of the Senior Notes and the Trustees
certificate of authentication shall be substantially as set forth on Exhibit A
hereto.

     

    SECTION 1.03    Modification
of Section 1104 in Respect of the Senior Notes.  Notwithstanding
the terms of Section 1104 of the Original Indenture, if the Company elects to
redeem any of the Outstanding 83⁄8% Notes due June 15, 2032, the notice of
redemption required to be furnished pursuant to Section 1104 of the Original
Indenture does not need to specify the Make-Whole Price (as such term is defined
in the form of Senior Note attached hereto as Exhibit A), but may instead
specify the manner of calculation of the Make-Whole Price.  In such
event, the Company shall notify the Trustee of the Make-Whole Price with respect
to such redemption in an Officer’s Certificate promptly after the calculation
thereof, and the Trustee shall not be responsible for such
calculation.

     

    SECTION 1.04    Amendment
to Section 205 of the Original Indenture.  From
and after the date of this Fifth Supplemental Indenture, Section 205 of the
Original Indenture shall be amended by deleting such provision in its entirety
and replacing it with the following:

     

    SECTION 205    Form
of Trustee’s Certificate of Authentication.  The
Trustee’s certificates 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.

     

     

    
      
        	 	 	JPMORGAN
      CHASE BANK,	 
	 	 	   AS
      TRUSTEE	 
	 	 	 	 	 
	
                 

              	 	
                By:

              	
                 

              	 
	
                 

              	 	 	
                Authorized
      Officer

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    ARTICLE
II

     

    MISCELLANEOUS

     

    SECTION 2.01    Execution
as Supplemental Indenture.  This
Fifth Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Fifth Supplemental Indenture forms a part
thereof.  Except as herein expressly otherwise defined, the use of the
terms and expressions herein is in accordance with the definitions, uses and
constructions contained in the Original Indenture.

     

    SECTION 2.02     Responsibility
for Recitals, Etc.  The
recitals herein and in the Senior Notes (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness thereof.  The Trustee
makes no representations as to the validity or sufficiency of this Fifth
Supplemental Indenture or of the Senior Notes.  The Trustee shall not
be accountable for the use or application by the Company of the Senior Notes or
of the proceeds thereof.

     

    SECTION 2.03    Provisions
Binding on Company’s Successors.  All
the covenants, stipulations, promises and agreements in this Fifth Supplemental
Indenture contained by the Company shall bind its successors and assigns whether
so expressed or not.

     

    SECTION 2.04    New
York Contract.  THIS
FIFTH SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

    SECTION 2.05    Execution
and Counterparts.  This
Fifth Supplemental Indenture may be executed with counterpart signature pages or
in any number of counterparts, each of which shall be an original but such
counterparts shall together constitute but one and the same
instrument.

     

    SECTION 2.06    Capitalized
Terms.  Capitalized
terms not otherwise defined in this Fifth Supplemental Indenture shall have the
respective meanings assigned to them in the Original
Indenture.

     

     

     

    
 

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

     

    
 

    IN WITNESS WHEREOF,
said TENNESSEE GAS PIPELINE COMPANY has caused this Fifth Supplemental Indenture
to be executed in its corporate name by its Chairman of the Board or its
President or one of its Vice Presidents, and said JPMORGAN CHASE BANK has caused
this Fifth Supplemental Indenture to be executed in its corporate name by one of
its Assistant Vice Presidents as of June 10, 2002.

     

     

     

    
      
        	 	TENNESSEE GAS
      PIPELINE COMPANY	 
	 	 	 	 
	 	 	 	 
	 	 By:	    /s/ Greg G.
      Gruber	 
	 	 Name:   Greg
      G. Gruber	 
	 	 Title: 
        Senior Vice President and Chief Financial
    Officer	 
	 	 	 	 


      

    

    
       

       

       

      
        
          	 	JPMORGAN
      CHASE BANK,	 
	 	   
      AS TRUSTEE	 
	 	 	 	 
	 	 	 	 
	 	 By:	    /s/ William G.
      Keenan	 
	 	 Name:   William
      G. Keenan	 
	 	 Title:    Assistant Vice
      President	 
	 	 	 	 


        

      

    

     

     

     

     

    
 

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    
 

    EXHIBIT
A

     

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

     

    UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO.  OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE
& CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     

    TENNESSEE
GAS PIPELINE COMPANY

     

    83⁄8% NOTE DUE JUNE
15, 2032

     

     

     

    
      	NO.	
               U.S.$ 

            


    

    CUSIP
No.  880451AW9

     

    TENNESSEE GAS
PIPELINE COMPANY, a corporation duly incorporated and existing under the laws of
Delaware (herein called the “Company,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum
of                                     
                               
United States Dollars on June 15, 2032, and to pay interest thereon from June
10, 2002, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on June 15 and December 15 in each
year, commencing December 15, 2002, at the rate of 83⁄8% per annum, until the
principal hereof is paid or made available for payment.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record
Date for such interest, which shall be the June 1 or December 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and shall either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at such time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in such Indenture.

     

    Payment of the
principal of and premium, if any, and interest on this Security will be made by
transfer of immediately available funds to a bank account in New York, New York
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

     

    Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.

     

    Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.

     

    Dated:

    
       

       

      
        
          	 	TENNESSEE GAS
      PIPELINE COMPANY	 
	 	 	 	 
	 	 	 	 
	 	 By:	  	 
	 	 Name:   	 
	 	 Title:    	 
	 	 	 	 


        

      

      
         

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

         

        
          
            	 	JPMORGAN
      CHASE BANK,	 
	 	   
      AS TRUSTEE	 
	 	 	 	 
	 	 	 	 
	 	 By:	  	 
	 	 	Authorized
      Officer	 


          

        

      

       

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    TENNESSEE GAS
PIPELINE COMPANY

     

    83⁄8% NOTE DUE JUNE
15, 2032

     

    This Security is
one of a duly authorized issue of Securities of the Company (the “Securities”),
issued and to be issued in one or more series under an Indenture dated as of
March 4, 1997 (the “Indenture”), between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered.  As provided in the Indenture, the Securities may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may provide for re-opening in the future to issue additional
Securities of the series without the consent or approval of the holders of
Outstanding Securities, may mature at different times, may bear interest, if
any, at different rates, may be subject to different redemption provisions, if
any, may be subject to different sinking, purchase or analogous funds, if any,
may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided or permitted.  This Security is one
of a series of Securities designated on the face hereof limited in aggregate
principal amount to U.S. $240,000,000, except that the series of Securities may
be reopened in the future without the consent of holders of Outstanding
Securities to issue additional Securities of the series.

     

    The Securities of
this series are redeemable, upon not less than 30 nor more than 60 days’ notice
by mail, as a whole or in part, at the option of the Company at any time at the
“Make-Whole Price.” As used herein, the term “Make-Whole Price” means an amount
equal to the greater of:

     

    
      	
               
      

            	
              (1)

            	
              100% of the principal
      amount of the Securities to be redeemed;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              as determined
      by an Independent Investment Banker, the sum of the present values of the
      remaining scheduled payments of principal and interest on the Securities
      to be redeemed (not including any portion of such payments of interest
      accrued as of the redemption date) discounted back to the redemption date
      on a semi-annual basis (assuming a 360-day year consisting of twelve
      30-day months) at the Treasury Rate (as defined below) plus 50 basis
      points;

            


    

     

    plus, in the case
of both (1) and (2), accrued and unpaid interest to the redemption date, but
interest installments whose Stated Maturity is on or prior to such date of
redemption will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture.  On and after the applicable redemption date, interest will
cease to accrue on the Senior Notes to be redeemed, unless a default is made in
payment of the Make-Whole Price.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

     

    “Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of
four Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations.

     

    “Independent
Investment Banker” means Credit Suisse First Boston Corporation and its
successors, or, if such firm or the successors, if any, to such firm, as the
case may be, are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

     

    “Reference Treasury
Dealer” means Credit Suisse First Boston Corporation and three additional
primary U.S. government securities dealers in New York City (each a “Primary
Treasury Dealer”) selected by the Trustee after consultation with the Company,
and their respective successors (provided,
however,
that if any such firm or any such successor, as the case may be, shall cease to
be a primary U.S. government securities dealer in New York City, the Trustee,
after consultation with the Company, shall substitute therefor another Primary
Treasury Dealer).

     

    “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption
date.

     

    “Treasury Rate”
means, with respect to any redemption date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the Stated
Maturity, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined, and the Treasury Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

     

    If an Event of
Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of not less than the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series to be affected (voting as one class).

     

    The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all affected series (voting as one
class), on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture.  The Indenture permits, with certain exceptions as therein
provided, the Holders of a majority in aggregate principal amount of Securities
of all affected series then Outstanding (voting as a single class) to waive past
defaults under the Indenture with respect to such Securities and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of all
affected securities at the time Outstanding (treated as a single class) shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity
and the Trustee shall not have received from the Holders of a majority in
principal amount of the Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or interest hereon on or after the respective due dates expressed
herein.

     

    No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Security at the times, place(s) and rate, and in the coin or currency, herein
prescribed.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    This Global
Security or portion hereof may not be exchanged for Definitive Securities except
in the limited circumstances provided in the Indenture.

     

    The holders of
beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders hereof for any purpose under the
Indenture.

     

    The Securities of
this series are issuable only in registered form, without coupons, in
denominations of U.S. $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

    No service charge
shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith.

     

    Prior to due
presentment of this 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 this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    No recourse under
or upon any obligation, covenant or agreement of or contained in the Indenture
or of or contained in any Security, or for any claim based thereon or otherwise
in respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the
Indenture.

     

    The Indenture
provides that the Company (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest of the Securities, but such money need not be segregated from other
funds except to the extent required by law.

     

    This Security shall
be governed by and construed in accordance with the laws of the State of New
York.

     

    All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

    6