ex4-4.htm


    
      
        

      

    

    Exhibit
4.4

     

    BROWN
& BROWN, INC.

     

    INDENTURE

     

    Dated as
of

     

    
      

    

     

    DEBT
SECURITIES

     

    [                     ]

     

    Trustee


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE I
      DEFINITIONS

            	 
      	
              1

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      1.01

            	 
      	
              Definitions

            	 
      	
              1

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE II FORMS OF
      SECURITIES

            	 
      	
              9

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      2.01

            	 
      	
              Terms of the
      Securities

            	 
      	
              9

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.02

            	 
      	
              Form of Trustee’s
      Certificate of Authentication

            	 
      	
              9

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.03

            	 
      	
              Form of Trustee’s
      Certificate of Authentication by an Authenticating
      Agent

            	 
      	
              9

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE III THE DEBT
      SECURITIES

            	 
      	
              10

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      3.01

            	 
      	
              Amount Unlimited;
      Issuable in Series

            	 
      	
              10

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.02

            	 
      	
              Denominations

            	 
      	
              12

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.03

            	 
      	
              Execution,
      Authentication, Delivery and Dating

            	 
      	
              12

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.04

            	 
      	
              Temporary
      Securities

            	 
      	
              13

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.05

            	 
      	
              Registrar

            	 
      	
              14

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.06

            	 
      	
              Transfer and
      Exchange

            	 
      	
              14

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.07

            	 
      	
              Mutilated, Destroyed,
      Lost and Stolen Securities

            	 
      	
              17

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.08

            	 
      	
              Payment of Interest;
      Interest Rights Preserved

            	 
      	
              17

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.09

            	 
      	
              Cancellation

            	 
      	
              18

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.10

            	 
      	
              Computation of
      Interest

            	 
      	
              18

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.11

            	 
      	
              Currency of Payments
      in Respect of Securities

            	 
      	
              19

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.12

            	 
      	
              Judgments

            	 
      	
              19

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.13

            	 
      	
              CUSIP
      Numbers

            	 
      	
              19

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE IV REDEMPTION
      OF SECURITIES

            	 
      	
              19

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      4.01

            	 
      	
              Applicability of Right
      of Redemption

            	 
      	
              19

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.02

            	 
      	
              Selection of
      Securities to be Redeemed

            	 
      	
              20

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.03

            	 
      	
              Notice of
      Redemption

            	 
      	
              20

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.04

            	 
      	
              Deposit of Redemption
      Price

            	 
      	
              21

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.05

            	 
      	
              Securities Payable on
      Redemption Date

            	 
      	
              21

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.06

            	 
      	
              Securities Redeemed in
      Part

            	 
      	
              21

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE V SINKING
      FUNDS

            	 
      	
              21

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      5.01

            	 
      	
              Applicability of
      Sinking Fund

            	 
      	
              21

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.02

            	 
      	
              Mandatory Sinking Fund
      Obligation

            	 
      	
              22

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.03

            	 
      	
              Optional Redemption at
      Sinking Fund Redemption Price

            	 
      	
              22

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.04

            	 
      	
              Application of Sinking
      Fund Payment

            	 
      	
              22

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE VI PARTICULAR
      COVENANTS OF THE COMPANY

            	 
      	
              23

            	 
      
	 
      	 
      	 
      	 
      
	
              Section
      6.01

            	 
      	
              Payments of
      Securities

            	 
      	
              23

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.02

            	 
      	
              Paying
      Agent

            	 
      	
              23

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.03

            	 
      	
              To
      Hold Payment in Trust

            	 
      	
              23

            	 
      


    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        	
                Section
      6.04

              	 
      	
                Merger, Consolidation
      and Sale of Assets

              	 
      	
                24

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      6.05

              	 
      	
                Compliance
      Certificate

              	 
      	
                25

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      6.06

              	 
      	
                Conditional Waiver by
      Holders of Securities

              	 
      	
                25

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      6.07

              	 
      	
                Statement by Officers
      as to Default

              	 
      	
                25

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE VII REMEDIES
      OF TRUSTEE AND SECURITYHOLDERS

              	 
      	
                26

              	 
      
	 
      	 
      	 
      	 
      
	
                Section
      7.01

              	 
      	
                Events of
      Default

              	 
      	
                26

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.02

              	 
      	
                Acceleration;
      Rescission and Annulment

              	 
      	
                27

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.03

              	 
      	
                Other
      Remedies

              	 
      	
                28

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.04

              	 
      	
                Trustee as
      Attorney-in-Fact

              	 
      	
                28

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.05

              	 
      	
                Priorities

              	 
      	
                29

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.06

              	 
      	
                Control by
      Securityholders; Waiver of Past Defaults

              	 
      	
                29

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.07

              	 
      	
                Limitation on
      Suits

              	 
      	
                29

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.08

              	 
      	
                Undertaking for
      Costs

              	 
      	
                30

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      7.09

              	 
      	
                Remedies
      Cumulative

              	 
      	
                30

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE VIII
      CONCERNING THE SECURITYHOLDERS

              	 
      	
                30

              	 
      
	 
      	 
      	 
      	 
      
	
                Section
      8.01

              	 
      	
                Evidence of Action of
      Securityholders

              	 
      	
                30

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      8.02

              	 
      	
                Proof of Execution or
      Holding of Securities

              	 
      	
                31

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      8.03

              	 
      	
                Persons Deemed
      Owners

              	 
      	
                31

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      8.04

              	 
      	
                Effect of
      Consents

              	 
      	
                31

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE IX
      SECURITYHOLDERS’ MEETINGS

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      
	
                Section
      9.01

              	 
      	
                Purposes of
      Meetings

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.02

              	 
      	
                Call of Meetings by
      Trustee

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.03

              	 
      	
                Call of Meetings by
      Company or Securityholders

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.04

              	 
      	
                Qualifications for
      Voting

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.05

              	 
      	
                Regulation of
      Meetings

              	 
      	
                32

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.06

              	 
      	
                Voting

              	 
      	
                33

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      9.07

              	 
      	
                No
      Delay of Rights by Meeting

              	 
      	
                33

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE X REPORTS BY
      THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’
      LISTS

              	 
      	
                33

              	 
      
	 
      	 
      	 
      	 
      
	
                Section
      10.01

              	 
      	
                Reports by
      Trustee

              	 
      	
                33

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      10.02

              	 
      	
                Reports by the
      Company

              	 
      	
                34

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      10.03

              	 
      	
                Securityholders’
      Lists

              	 
      	
                34

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE XI CONCERNING
      THE TRUSTEE

              	 
      	
                34

              	 
      
	 
      	 
      	 
      	 
      
	
                Section
      11.01

              	 
      	
                Rights of Trustees;
      Compensation and Indemnity

              	 
      	
                34

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      11.02

              	 
      	
                Duties of
      Trustee

              	 
      	
                36

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      11.03

              	 
      	
                Notice of
      Defaults

              	 
      	
                37

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Section
      11.04

              	 
      	
                Eligibility;
      Disqualification

              	 
      	
                37

              	 
      


      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Section
      11.05

                      	 
      	
                        Registration and
      Notice; Removal

                      	 
      	
                        37

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      11.06

                      	 
      	
                        Successor Trustee by
      Appointment

                      	 
      	
                        38

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      11.07

                      	 
      	
                        Successor Trustee by
      Merger

                      	 
      	
                        39

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      11.08

                      	 
      	
                        Right to Rely on
      Officer’s Certificate

                      	 
      	
                        39

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      11.09

                      	 
      	
                        Appointment of
      Authenticating Agent

                      	 
      	
                        39

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      11.10

                      	 
      	
                        Communications by
      Securityholders with Other Securityholders

                      	 
      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        ARTICLE XII
      SATISFACTION AND DISCHARGE; DEFEASANCE

                      	 
      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      
	
                        Section
      12.01

                      	 
      	
                        Applicability of
      Article

                      	 
      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.02

                      	 
      	
                        Satisfaction and
      Discharge of Indenture

                      	 
      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.03

                      	 
      	
                        Defeasance upon
      Deposit of Moneys or U.S. Government
Obligations

                      	 
      	
                        41

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.04

                      	 
      	
                        Repayment to
      Company

                      	 
      	
                        42

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.05

                      	 
      	
                        Indemnity for U.S.
      Government Obligations

                      	 
      	
                        42

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.06

                      	 
      	
                        Application of Trust
      Money

                      	 
      	
                        42

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      12.07

                      	 
      	
                        Deposits of Non-U.S.
      Currencies

                      	 
      	
                        43

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        ARTICLE XIII IMMUNITY
      OF CERTAIN PERSONS

                      	 
      	
                        43

                      	 
      
	 
      	 
      	 
      	 
      
	
                        Section
      13.01

                      	 
      	
                        No
      Personal Liability

                      	 
      	
                        43

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        ARTICLE XIV
      SUPPLEMENTAL INDENTURES

                      	 
      	
                        43

                      	 
      
	 
      	 
      	 
      	 
      
	
                        Section
      14.01

                      	 
      	
                        Without Consent of
      Securityholders

                      	 
      	
                        43

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      14.02

                      	 
      	
                        With Consent of
      Securityholders; Limitations

                      	 
      	
                        45

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      14.03

                      	 
      	
                        Trustee
      Protected

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      14.04

                      	 
      	
                        Effect of Execution of
      Supplemental Indenture

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      14.05

                      	 
      	
                        Notation on or
      Exchange of Securities

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      14.06

                      	 
      	
                        Conformity with the
      Trust Indenture Act

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        ARTICLE XV
      MISCELLANEOUS PROVISIONS

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      
	
                        Section
      15.01

                      	 
      	
                        Certificates and
      Opinions as to Conditions Precedent

                      	 
      	
                        46

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.02

                      	 
      	
                        Trust Indenture Act
      Controls

                      	 
      	
                        47

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.03

                      	 
      	
                        Notices to the Company
      and Trustee

                      	 
      	
                        47

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                               
      Section
      15.04

                      	 	
                        Notices to
      Securityholders; Waiver

                      	 	
                        47

                      	 
	 	 	 	 	 	 
	
                        Section
      15.05

                      	 
      	
                        Legal
      Holiday

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.06

                      	 
      	
                        Effects of Headings
      and Table of Contents

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.07

                      	 
      	
                        Successors and
      Assigns

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.08

                      	 
      	
                        Separability
      Clause

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.09

                      	 
      	
                        Benefits of
      Indenture

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.10

                      	 
      	
                        Counterparts
      Originals

                      	 
      	
                        48

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Section
      15.11

                      	 
      	
                        Governing Law; Waiver
      of Trial by Jury

                      	 
      	
                        48

                      	 
      


              

            

          

        

      

    

     

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

              INDENTURE
dated as of_____________ , _____________ (this “Indenture”), among Brown &
Brown, Inc., a Florida corporation (the “Company”), and __________________, a
national banking association organized under the laws of the United States, as
trustee (the “Trustee”).

     

    WITNESSETH:

     

              WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures, notes, bonds or other evidences of
indebtedness (the “Securities”) in an unlimited aggregate principal amount to be
issued from time to time in one or more series as provided in this Indenture;
and

     

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

     

              NOW,
THEREFORE, THIS INDENTURE WITNESSETH: that, in consideration of the premises and
the purchase of the Securities by the Holders thereof for the equal and
proportionate benefit of all of the present and future Holders of the
Securities, each party agrees and covenants as follows:

     

    ARTICLE I

     

    DEFINITIONS

     

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

     

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

     

              (b)
all terms used herein without definition which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

     

              (c)
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; and

     

              (d)
References to “Article” or “Section” or other subdivision herein are references
to an Article, Section or other subdivision of this Indenture, unless the
context otherwise requires.

     

              Section
1.01          Definitions.

     

              (a)
Unless otherwise defined in this Indenture or the context otherwise requires,
all terms used herein shall have the meanings assigned to them in the Trust
Indenture Act.

     

              (b)
Unless the context otherwise requires, the terms defined in this Section 1.01(b)
shall for all purposes of this Indenture have the meanings hereinafter set
forth, the following definitions to be equally applicable to both the singular
and the plural forms of any of the terms herein defined:

     

              Affiliate:

     

              The
term “Affiliate,” with respect to any specified Person shall mean 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:

     

              The
term “Authenticating Agent” shall have the meaning assigned to it in Section
11.09.

     

              Board
of Directors:

     

              The
term “Board of Directors” shall mean either the board of directors of the
Company or the executive or any other committee of that board duly authorized to
act in respect hereof.

     

              Board
Resolution:

     

              The
term “Board Resolution” shall mean a copy of a resolution or resolutions
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors (or by a committee of the Board of
Directors to the extent that any such other committee has been authorized by the
Board of Directors to establish or approve the matters contemplated) and to be
in full force and effect on the date of such certification and delivered to the
Trustee.

     

              Business
Day:

     

              The
term “Business Day,” when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

     

              Capital
Stock:

     

              The
term “Capital Stock” shall mean:

     

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

     

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

     

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

     

              (d)
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, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock.

     

              Code:

     

              The
term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the
date hereof.

     

              Company:

     

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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

              Company
Order: 

     

              The
term “Company Order” shall mean a written order signed in the name of the
Company by the Chairman, Chief Executive Officer, President, Chief Financial
Officer, any Vice President, Treasurer, any Assistant Treasurer, Controller,
Assistant Controller, Secretary or any Assistant Secretary of the Company, and
delivered to the Trustee.

     

              Corporate
Trust Office:

     

              The
term “Corporate Trust Office,” or other similar term, shall mean the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
[______________], or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate
trust officer of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the
Company).

     

              Currency:

     

              The
term “Currency” shall mean U.S. Dollars or Foreign Currency.

     

              Default:

     

              The
term “Default” shall have the meaning assigned to it in Section
11.03.

     

              Defaulted
Interest:                                                      

     

              The
term “Defaulted Interest” shall have the same meaning assigned to it in Section
3.08(b).

     

              Depositary:

     

              The
term “Depositary” shall mean, with respect to the Securities of any series
issuable in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 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
such series shall mean the Depositary with respect to the Securities of that
series.

     

              Designated
Currency:

     

              The
term “Designated Currency” shall have the same meaning assigned to it in Section
3.12.

     

              Discharged:

     

              The
term “Discharged” shall have the meaning assigned to it in Section
12.03.

     

              Event
of Default:

     

              The
term “Event of Default” shall have the meaning specified in Section
7.01.

     

              Exchange
Act:

     

              The
term “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.

     

              Exchange
Rate:

     

              The
term “Exchange Rate” shall have the meaning assigned to it in Section
7.01.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

              Floating
Rate Security:

     

              The
term “Floating Rate Security” shall mean a Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 3.01.

     

              Foreign
Currency:

     

              The
term “Foreign Currency” shall mean a currency issued by the government of any
country other than the United States or a composite currency, the value of which
is determined by reference to the values of the currencies of any group of
countries.

     

              GAAP:

     

              The
term “GAAP,” with respect to any computation required or permitted hereunder,
shall mean generally accepted accounting principles in effect in the United
States as in effect from time to time, including, without limitation, those 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 approved by a significant segment of the
accounting profession.

     

              Global
Security:

     

              The
term “Global Security” shall mean any Security that evidences all or part of a
series of Securities, issued in fully-registered certificated form to the
Depositary for such series in accordance with Section 3.03 and bearing the
legend prescribed in Section 3.03(g).

     

              Holder;
Holder of Securities:

     

              The
terms “Holder” and “Holder of Securities” are defined under “Securityholder;
Holder of Securities; Holder.”

     

              Indebtedness:

     

              The
term “Indebtedness” shall mean any and all obligations of a Person for money
borrowed which, in accordance with GAAP, would be reflected on the balance sheet
of such Person as a liability on the date as of which Indebtedness is to be
determined.

     

              Indenture:                                

     

              The
term “Indenture” or “this Indenture” shall mean this instrument and all
indentures supplemental hereto.

     

              Interest:

     

              The
term “interest” shall mean, with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after
Maturity.

     

              Interest
Payment Date:

     

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

     

              Mandatory
Sinking Fund Payment:

     

              The
term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in
Section 5.01.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

              Maturity:

     

              The
term “Maturity,” with respect to any Security, shall mean the date on which the
principal of such Security shall become due and payable as therein and herein
provided, whether by declaration, call for redemption or otherwise.

     

              Members:

     

              The
term “Members” shall have the meaning assigned to it in Section
3.03(i).

     

              Officer’s
Certificate:

     

              The
term “Officer’s Certificate” shall mean a certificate signed by any of the
Chairman of the Board of Directors, Chief Executive Officer, President, Chief
Financial Officer, any Vice President, Treasurer, any Assistant Treasurer,
Controller, Assistant Controller, Secretary or any Assistant Secretary of the
Company and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 15.01 if and to the extent required by the
provisions of such Section.

     

              Opinion
of Counsel:

     

              The
term “Opinion of Counsel” shall mean an opinion in writing signed by legal
counsel, who may be an employee of or of counsel to the Company, or may be other
counsel that meets the requirements provided for in Section 15.01.

     

              Optional
Sinking Fund Payment:

     

              The
term “Optional Sinking Fund Payment” shall have the meaning assigned to it in
Section 5.01.

     

              Original
Issue Discount Security:

     

              The
term “Original Issue Discount Security” shall mean any Security that is issued
with “original issue discount” within the meaning of Section 1273(a) of the Code
and the regulations thereunder and any other Security designated by the Company
as issued with original issue discount for United States federal income tax
purposes.

     

              Outstanding:

     

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

     

              (a)
Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

              (b)
Securities or portions thereof for which payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities or Securities as to which the Company’s obligations have been
Discharged; provided, however, that if such Securities or portions thereof 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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

              (c)
Securities that have been paid pursuant to Section 3.07(b) 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 a Responsible Officer of the Trustee proof
satisfactory to it that such Securities are held by a protected 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 Securities of a series Outstanding have performed any action
hereunder, Securities owned by the Company or any other obligor upon the
Securities of such series 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
action, only Securities of such series that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned that
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 to act with
respect to such Securities and that the pledgee is not the Company or any other
obligor upon such Securities or any Affiliate of the Company or of such other
obligor. In determining whether the Holders of the requisite principal amount of
Outstanding Securities of a series have performed any action hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purpose shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and
the principal amount of a Security denominated in a Foreign Currency that shall
be deemed to be Outstanding for such purpose shall be the amount calculated
pursuant to Section 3.11(b).

     

              Paying
Agent:

     

              The
term “Paying Agent” shall have the meaning assigned to it in Section
6.02(a).

     

              Person:

     

              The
term “Person” shall mean an individual, a corporation, a limited liability
company, a partnership, an association, a joint stock company, a trust, an
unincorporated organization or a government or an agency or political
subdivision thereof.

     

              Place
of Payment:

     

              The
term “Place of Payment” shall mean, when used with respect to the Securities of
any series, the place or places where the principal of and premium, if any, and
interest on the Securities of that series are payable as specified pursuant to
Section 3.01.

     

              Predecessor
Security:

     

              The
term “Predecessor Security” shall mean, with respect to any Security, 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 3.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

     

              Record
Date:

     

              The
term “Record Date” shall mean, with respect to any interest payable on any
Security on any Interest Payment Date, the close of business on any date
specified in such Security for the payment of interest pursuant to Section
3.01.

     

              Redemption
Date:

     

              The
term “Redemption Date” shall mean, when used with respect to any Security to be
redeemed, in whole or in part, the date fixed for such redemption by or pursuant
to this Indenture and the terms of such Security, which, in the case of a
Floating Rate Security, unless otherwise specified pursuant to Section 3.01,
shall be an Interest Payment Date only.

     

              Redemption
Price:

     

              The
term “Redemption Price,” when used with respect to any Security to be redeemed,
in whole or in part, shall mean the price at which it is to be redeemed pursuant
to the terms of the Security and this Indenture.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

              Register:

     

              The
term “Register” shall have the meaning assigned to it in Section
3.05(a).

     

              Registrar:

     

              The
term “Registrar” shall have the meaning assigned to it in Section
3.05(a).

     

              Responsible
Officers:

     

              The
term “Responsible Officers” of the Trustee hereunder shall mean any vice
president, any assistant vice president, any trust officer, any assistant trust
officer or any other officer associated with the corporate trust department of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers, and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     

              SEC:

     

              The
term “SEC” shall mean the U.S. Securities and Exchange Commission, as
constituted from time to time.

     

              Security:

     

              The
term “Security” or “Securities” shall have the meaning stated in the recitals
and shall more particularly mean one or more of the Securities duly
authenticated by the Trustee and delivered pursuant to the provisions of this
Indenture.

     

              Security
Custodian:

     

              The
term “Security Custodian” shall mean the custodian with respect to any Global
Security appointed by the Depositary, or any successor Person thereto, and shall
initially be the Paying Agent.

     

              Securityholder;
Holder of Securities; Holder:

     

              The
term “Securityholder” or “Holder of Securities” or “Holder,” shall mean the
Person in whose name Securities shall be registered in the Register kept for
that purpose hereunder.

     

              Special
Record Date:

     

              The
term “Special Record Date” shall have the meaning assigned to it in Section
3.08(b)(i).

     

              Stated
Maturity:

     

              The
term “Stated Maturity” when used with respect to any Security or any installment
of interest thereon, shall mean the date specified in such Security as the fixed
date on which the principal (or any portion thereof) of or premium, if any, on
such Security or such installment of interest is due and
payable.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

              Subsidiary:

     

              The
term “Subsidiary,” when used with respect to any Person, shall
mean:

     

              (a)
any corporation, limited liability company, association or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively
transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof);
and

     

              (b)
any partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

     

              Successor
Company:

     

              The
term “Successor Company” shall have the meaning assigned to it in Section
3.06(i).

     

              Trust
Indenture Act:

     

              The
term “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended.

     

              Trustee:

     

              The
term “Trustee” shall mean the Person named as the “Trustee” in the first
paragraph of this Indenture until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean 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.

     

              U.S.
Dollars:

     

              The
term “U.S. Dollars” shall mean such currency of the United States as at the time
of payment shall be legal tender for the payment of public and private
debts.

     

              U.S.
Government Obligations:

     

              The
term “U.S. Government Obligations” shall mean (i) direct non-callable
obligations of, or guaranteed by, the United States or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States, in either case, for the payment of which guarantee or
obligation the full faith and credit of the United States is
pledged.

     

              United
States:

     

              The
term “United States” shall mean the United States of America (including the
States and the District of Columbia), its territories and its possessions and
other areas subject to its jurisdiction.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    ARTICLE II

     

    FORMS
OF SECURITIES

     

              Section 2.01 Terms of the
Securities.

     

              (a)
The Securities of each series shall be substantially in the form set forth in a
Company Order or in one or more indentures supplemental hereto, and shall have
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 or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Securities may
be listed or of any automated quotation system on which any such series may be
quoted, or to conform to usage, all as determined by the officers executing such
Securities as conclusively evidenced by their execution of such
Securities.

     

              (b)
The terms and provisions of the Securities shall constitute, and are hereby
expressly made, a part of this Indenture, and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture
expressly agree to such terms and provisions and to be bound
thereby.

     

              Section 2.02 Form of Trustee’s
Certificate of Authentication.

     

              (a)
Only such of the Securities as shall bear thereon a certificate substantially in
the form of the Trustee’s certificate of authentication hereinafter recited,
executed by the Trustee by manual signature, shall be valid or become obligatory
for any purpose or entitle the Holder thereof to any right or benefit under this
Indenture.

     

              (b)
Each Security shall be dated the date of its authentication, except that any
Global Security shall be dated as of the date specified as contemplated in
Section 3.01.

     

              (c)
The form of the Trustee’s certificate of authentication to be borne by the
Securities shall be substantially as follows:

     

              TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

    
      
        	 
      	 
      	 
      	 
      
	 
      	
                Date
      of authentication:____________________

              	
                [          
      ]., as Trustee

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Authorized
      Signatory

              


      

    

     

              Section 2.03  Form of Trustee’s
Certificate of Authentication by an Authenticating Agent. If at any time
there shall be an Authenticating Agent appointed with respect to any series of
Securities, then the Trustee’s Certificate of Authentication by such
Authenticating Agent to be borne by Securities of each such series shall be
substantially as follows:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    This
      is one of the Securities issued referred to in the within-mentioned
      Indenture.

                  
	 
      	 
      
	 
      	
                    Date
      of authentication: __________

                  	
                    [      
      ], as Trustee

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    as
      Authenticating Agent

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Authorized
      Signatory

                  


          

        

      

    

     

    ARTICLE III

     

    THE
DEBT SECURITIES

     

              Section 3.01 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 set forth in a Company Order
or in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:

     

              (a)
the title of the Securities of the series (which shall distinguish the
Securities of such series from the Securities of all other series, except to the
extent that additional Securities of an existing series are being
issued);

     

              (b)
any limit 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 transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Sections 3.04, 3.06,
3.07, 4.06, or 14.05);

     

              (c)
the dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of
and premium, if any, on the Securities of such series are or may be payable or
the method by which such date or dates shall be determined or
extended;

     

              (d)
the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue, or the method by which such date or
dates shall be determined, the Interest Payment Dates on which any such interest
shall be payable, and the Record Dates for the determination of Holders to whom
interest is payable on such Interest Payment Dates or the method by which such
date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;

     

              (e)
if other than U.S. Dollars, the Currency in which Securities of the series shall
be denominated or in which payment of the principal of, premium, if any, or
interest on the Securities of the series shall be payable and any other terms
concerning such payment;

     

              (f)
if the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula
or other method including, but not limited to, an index based on a Currency or
Currencies other than that in which the Securities are stated to be payable, the
manner in which such amounts shall be determined;

     

              (g)
if the principal of, premium, if any, or interest on Securities of the series
are to be payable, at the election of the Company or a Holder thereof, in a
Currency other than that in which the Securities are denominated or stated to be
payable without such election, the period or periods within which, and the terms
and conditions upon which, such election may be made and the time and the manner
of determining the exchange rate between the Currency in which the Securities
are denominated or payable without such election and the Currency in which the
Securities are to be paid if such election is made;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

              (h)
the place or places, if any, in addition to or instead of the Corporate Trust
Office of the Trustee where the principal of, premium, if any, and interest on
Securities of the series shall be payable, and where Securities of any series
may be presented for registration of transfer, exchange or conversion, and the
place or places where notices and demands to or upon the Company in respect of
the Securities of such series may be made;

     

              (i)
the price or prices at which, the period or periods within which or the date or
dates on 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;

     

              (j)
the obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or analogous
provisions or at the option of a Holder thereof and the price or prices at
which, the period or periods within which or the date or dates on which, the
Currency or Currencies in which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;

     

              (k)
if other than denominations of $1,000 or any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;

     

              (l)
if other than the principal amount thereof, the portion of the principal amount
of the Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;

     

              (m)
whether the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be
issued;

     

              (n)
provisions, if any, for the defeasance of Securities of the series in whole or
in part and any addition or change in the provisions related to satisfaction and
discharge;

     

              (o)
whether the Securities of the series are to be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary for such
Global Security or Securities and the terms and conditions, if any, upon which
interests in such Global Security or Securities may be exchanged in whole or in
part for the individual Securities represented thereby;

     

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

     

              (q)
the form of the Securities of the series;

     

              (r)
if the Securities of the series are to be convertible into or exchangeable for
any securities or property of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any additions or changes, if any, to permit or facilitate such conversion or
exchange;

     

              (s)
whether the Securities of such series are subject to subordination and the terms
of such subordination;

     

              (t)
any restriction or condition on the transferability of the Securities of such
series;

     

              (u)
any addition or change in the provisions related to compensation and
reimbursement of the Trustee which applies to Securities of such
series;

     

              (v)
any addition or change in the provisions related to supplemental indentures set
forth in Sections 14.04 and 14.02 which applies to Securities of such
series;


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

              (w)
provisions, if any, granting special rights to Holders upon the occurrence of
specified events;

     

              (x)
any addition to or change in the Events of Default which applies to any
Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 7.02 and any addition or change in the
provisions set forth in Article VII which applies to Securities of the
series;

     

              (y)
any addition to or change in the covenants set forth in Article VI which applies
to Securities of the series; and

     

              (z)
any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 14.01).

     

              All
Securities of any one series shall be substantially identical, except as to
denomination and except as may otherwise be provided herein or set forth in a
Company Order or in one or more indentures supplemental hereto.

     

              Section 3.02 Denominations. In the
absence of any specification pursuant to Section 3.01 with respect to
Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be
payable only in U.S. Dollars.

     

              Section 3.03 Execution, Authentication,
Delivery and Dating.

     

              (a)
The Securities shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
one of its Vice Presidents or Treasurer. If the Person whose signature is on a
Security no longer holds that office at the time the Security is authenticated
and delivered, the Security shall nevertheless be valid.

     

              (b)
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, if required pursuant to
Section 3.01, a supplemental indenture or Company Order setting forth the
terms of the Securities of a series. The Trustee shall thereupon authenticate
and deliver such Securities without any further action by the Company. The
Company Order shall specify the amount of Securities to be authenticated and the
date on which the original issue of Securities is to be
authenticated.

     

              (c)
In authenticating the first Securities of any series and accepting the
additional responsibilities under this Indenture in relation to such Securities
the Trustee shall receive, and (subject to Section 11.02) shall be fully
protected in relying upon an Officer’s Certificate and an Opinion of Counsel,
each prepared in accordance with Section 15.01 stating that the conditions
precedent, if any, provided for in this Indenture have been complied
with.

     

              (d)
The Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

     

              (e)
Each Security shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.01 with respect to the Securities of such
series.

     

              (f)
Notwithstanding the provisions of Section 3.01 and of this
Section 3.03, if all of the Securities of any series are not to be
originally issued at the same time, then the documents required to be delivered
pursuant to this Section 3.03 must be delivered only once prior to the
authentication and delivery of the first Security of such
series;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

              (g)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that: (i) shall
represent an aggregate amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global
Securities; (ii) shall be registered, if in registered form, in the name of
the Depositary for such Global Security or Securities or the nominee of such
Depositary; (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction; and (iv) shall bear a legend
substantially to the following effect:

     

              “Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”

     

              The
aggregate principal amount of each Global Security may from time to time be
increased or decreased by adjustments made on the records of the Security
Custodian, as provided in this Indenture.

     

              (h)
Each Depositary designated pursuant to Section 3.01 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation.

     

              (i)
Members of, or participants in, the Depositary (“Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depositary or by the Security Custodian under such Global Security, and the
Depositary may be treated by the Company, the Trustee, the Paying Agent and the
Registrar and any of their agents as the absolute owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee, the Paying Agent or the Registrar or any of
their agents from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Members, the operation of customary practices of the Depositary
governing the exercise of the rights of an owner of a beneficial interest in any
Global Security. The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Members and Persons that may hold interests
through Members, to take any action that a Holder is entitled to take under this
Indenture or the Securities.

     

              (j)
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 one of the forms provided for herein duly
executed by the Trustee or by an Authenticating Agent by manual or facsimile
signature of an authorized signatory of the Trustee, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     

              Section 3.04 Temporary
Securities.

     

              (a)
Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, 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 executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Any such temporary
Security may be in global form, representing all or a portion of the Outstanding
Securities of such series. Every such temporary Security shall be executed by
the Company and shall be authenticated and delivered by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Security or Securities in lieu of which it is
issued.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

              (b)
If temporary Securities of any series are issued, the Company will cause
definitive Securities of such 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 such temporary Securities at the office or agency
of the Company in a Place of Payment for such 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 and of like tenor. 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.

     

              (c)
Upon any exchange of a portion of a temporary Global Security for a definitive
Global Security or for the individual Securities represented thereby pursuant to
this Section 3.04 or Section 3.06, the temporary Global Security shall
be endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

     

              Section 3.05 Registrar.

     

              (a)
The Company will keep, at an office or agency to be maintained by it in a Place
of Payment where Securities may be presented for registration or presented and
surrendered for registration of transfer or of exchange, and where Securities of
any series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable (the “Registrar”), a security register for
the registration and the registration of transfer or of exchange of the
Securities (the registers 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 “Register”), as in this Indenture provided, which Register
shall at all reasonable times be open for inspection by the Trustee. Such
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. The Company may have one
or more co-Registrars; the term “Registrar” includes any
co-registrar.

     

              (b)
The Company shall enter into an appropriate agency agreement with any Registrar
or co-Registrar not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar for any series, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 11.01.
The Company or any Affiliate thereof may act as Registrar, co-Registrar or
transfer agent.

     

              (c)
The Company hereby appoints the Trustee at its Corporate Trust Office as
Registrar in connection with the Securities and this Indenture, until such time
as another Person is appointed as such.

     

              Section 3.06 Transfer and
Exchange.

     

              (a)
Transfer.

     

                        (i)
Upon surrender for registration of transfer of any Security of any series at the
Registrar the Company shall execute, and the Trustee or any Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee, one or
more new Securities of the same series for like aggregate principal amount of
any authorized denomination or denominations. The transfer of any Security shall
not be valid as against the Company or the Trustee unless registered at the
Registrar at the request of the Holder, or at the request of his, her or its
attorney duly authorized in writing.

     

                        (ii)
Notwithstanding any other provision of this Section 3.06, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby,
a Global Security representing all or a portion of the Securities of a series
may not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or 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 for such series or a nominee of such successor
Depositary.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

              (b)
Exchange.

     

                        (i)
At the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of
the same series for like aggregate principal amount of any authorized
denomination or denominations, upon surrender of the Securities to be exchanged
at the Registrar.

     

                        (ii)
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.

     

              (c)
Exchange of Global Securities for Individual Securities. Except as provided
below, owners of beneficial interests in Global Securities will not be entitled
to receive individual Securities.

     

                        (i)
Individual Securities shall be issued to all owners of beneficial interests in a
Global Security in exchange for such interests if: (A) at any time the
Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for the Securities of such series shall no
longer be eligible under Section 3.03(h) and, in each case, a successor
Depositary is not appointed by the Company within 90 days of such notice; or
(B) the Company executes and delivers to the Trustee and the Registrar an
Officer’s Certificate stating that such Global Security shall be so
exchangeable.

     

              In
connection with the exchange of an entire Global Security for individual
Securities pursuant to this subsection (c), such Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Securities of such series, will authenticate and
deliver to each beneficial owner identified by the Depositary in exchange for
its beneficial interest in such Global Security, an equal aggregate principal
amount of individual Securities of authorized denominations.

     

                        (ii)
The owner of a beneficial interest in a Global Security will be entitled to
receive an individual Security in exchange for such interest if an Event of
Default has occurred and is continuing. Upon receipt by the Security Custodian
and Registrar of instructions from the Holder of a Global Security directing the
Security Custodian and Registrar to (x) issue one or more individual
Securities in the amounts specified to the owner of a beneficial interest in
such Global Security and (y) debit or cause to be debited an equivalent
amount of beneficial interest in such Global Security, subject to the rules and
regulations of the Depositary:

     

                                  (A)
the Security Custodian and Registrar shall notify the Company and the Trustee of
such instructions, identifying the owner and amount of such beneficial interest
in such Global Security;

     

                                  (B)
the Company shall promptly execute and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such
series, shall authenticate and deliver to such beneficial owner individual
Securities in an equivalent amount to such beneficial interest in such Global
Security; and

     

                                  (C)
the Security Custodian and Registrar shall decrease such Global Security by such
amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue
such individual Securities, the Company expressly acknowledges, with respect to
the right of any Holder to pursue a remedy pursuant to Section 7.07, the
right of any beneficial Holder of Securities to pursue such remedy with respect
to the portion of the Global Security that represents such beneficial Holder’s
Securities as if such individual Securities had been issued.

     

                        (iii)
If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for individual Securities of such series on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


     

                                  (A)
to each Person specified by such Depositary a new individual Security or
Securities of the same series, of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security; and

     

                                  (B)
to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of individual Securities delivered
to Holders thereof.

     

                        (iv)
In any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in
registered form in authorized denominations.

     

                        (v)
Upon the exchange in full of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section 3.06 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.

     

              (d)
All Securities issued upon any registration of transfer or exchange of
Securities shall be valid obligations of the Company evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities
surrendered for such registration of transfer or exchange.

     

              (e)
Every Security presented or surrendered for registration of transfer, or for
exchange or payment shall (if so required by the Company, the Trustee or the
Registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, the Trustee and the
Registrar, duly executed by the Holder thereof or by his, her or its attorney
duly authorized in writing.

     

              (f)
No service charge will be made for any registration of transfer or exchange of
Securities. The Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than those
expressly provided in this Indenture to be made at the Company’s own expense or
without expense or charge to the Holders.

     

              (g)
The Company shall not be required to: (i) register, transfer or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the transmission of a notice of redemption of Securities
of such series selected for redemption under Section 4.03 and ending at the
close of business on the day of such transmission; or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

              (h)
Prior to the due presentation for registration of transfer or exchange of any
Security, the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents may deem and treat the Person in whose name
a Security is registered as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for all purposes whatsoever, and none of the Company, the
Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their
agents shall be affected by any notice to the contrary.

     

              (i)
In case a successor Company (“Successor Company”) has executed an indenture
supplemental hereto with the Trustee pursuant to Article XIV, any of the
Securities authenticated or delivered pursuant to such transaction may, from
time to time, at the request of the Successor Company, be exchanged for other
Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Order of the Successor Company, shall authenticate and
deliver Securities as specified in such order for the purpose of such exchange.
If Securities shall at any time be authenticated and delivered in any new name
of a Successor Company pursuant to this Section 3.06 in exchange or
substitution for or upon registration of transfer of any Securities, such
Successor Company, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

              (j)
Each Holder of a Security agrees to indemnify the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder’s Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities laws.

     

              (k)
The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     

              (l)
Neither the Trustee nor any agent of the Trustee shall have any responsibility
for any actions taken or not taken by the Depositary.

     

              Section 3.07 Mutilated, Destroyed, Lost
and Stolen Securities.

     

              (a)
If: (i) any mutilated Security is surrendered to the Trustee at its
Corporate Trust Office; or (ii) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee security or
indemnity bond satisfactory to them to save each of them and any Paying Agent
harmless, and neither the Company nor the Trustee receives notice that such
Security has been acquired by a protected purchaser, then the Company shall
execute and upon Company Order the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security, a new Security of the same series and of like tenor, form, terms and
principal amount, bearing a number not contemporaneously outstanding, that
neither gain nor loss in interest shall result from such exchange or
substitution.

     

              (b)
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 the amount due on such Security in accordance with
its terms.

     

              (c)
Upon the issuance of any new Security under this Section 3.07, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in respect thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     

              (d)
Every new Security of any series issued pursuant to this Section 3.07 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.

     

              (e)
The provisions of this Section 3.07 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 3.08 Payment of Interest;
Interest Rights Preserved.

     

              (a)
Interest on any Security that is payable and is punctually paid or duly provided
for on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Record Date for such interest notwithstanding the cancellation
of such Security upon any transfer or exchange subsequent to the Record Date.
Payment of interest on Securities shall be made at the Corporate Trust Office
(except as otherwise specified pursuant to Section 3.01) or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Register or, in accordance with arrangements
satisfactory to the Trustee, by wire transfer to an account designated by the
Holder.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

              (b)
Any interest on any Security that is payable but is not punctually paid or duly
provided for on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Record Date by
virtue of his, her or its having been such a Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(i) or (ii) below:

     

                        (i)
The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest (a “Special Record Date”), which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each such Security and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 calendar days and not less than 10 calendar days prior
to the date of the proposed payment and not less than 10 calendar days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to the Holders of such Securities at their
addresses as they appear in the Register, not less than 10 calendar days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (ii).

     

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

     

              (c)
Subject to the provisions set forth herein relating to Record Dates, each
Security delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

     

              Section 3.09 Cancellation. Unless
otherwise specified pursuant to Section 3.01 for Securities of any series,
all Securities surrendered for payment, redemption, registration of transfer or
exchange or credit against any sinking fund or otherwise shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for
cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 3.09, except as expressly permitted by this
Indenture. The Trustee shall dispose of all canceled Securities held by it in
accordance with its then customary procedures and deliver a certificate of such
disposal to the Company upon its request therefor. The acquisition of any
Securities by the Company shall not operate as a redemption or satisfaction of
the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.

     

              Section 3.10 Computation of
Interest. Except as otherwise specified pursuant to Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day
months.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

              Section 3.11 Currency of Payments in
Respect of Securities.

     

              (a)
Except as otherwise specified pursuant to Section 3.01 for Securities of any
series, payment of the principal of and premium, if any, and interest on
Securities of such series will be made in U.S. Dollars.

     

              (b)
For purposes of any provision of this Indenture in which the Holders of
Outstanding Securities may perform an action that requires that a specified
percentage of the Outstanding Securities of all series perform such action and
for purposes of any decision or determination by the Trustee of amounts due and
unpaid for the principal of and premium, if any, and interest on the Securities
of all series in respect of which moneys are to be disbursed ratably, the
principal of and premium, if any, and interest on the Outstanding Securities
denominated in a Foreign Currency will be the amount in U.S. Dollars based upon
exchange rates, determined as specified pursuant to Section 3.01 for Securities
of such series, as of the date for determining whether the Holders entitled to
perform such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be.

     

              (c)
Any decision or determination to be made regarding exchange rates shall be made
by an agent appointed by the Company; provided, that such agent shall accept
such appointment in writing and the terms of such appointment shall, in the
opinion of the Company at the time of such appointment, require such agent to
make such determination by a method consistent with the method provided pursuant
to Section 3.01 for the making of such decision or determination. All decisions
and determinations of such agent regarding exchange rates shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon
the Company, the Trustee and all Holders of the Securities.

     

              Section 3.12 Judgments. The
Company may provide pursuant to Section 3.01 for Securities of any series that:
(a) the obligation, if any, of the Company to pay the principal of, premium, if
any, and interest on the Securities of any series in a Foreign Currency or U.S.
Dollars (the “Designated Currency”) as may be specified pursuant to Section 3.01
is of the essence and agrees that, to the fullest extent possible under
applicable law, judgments in respect of such Securities shall be given in the
Designated Currency; (b) the obligation of the Company to make payments in the
Designated Currency of the principal of and premium, if any, and interest on
such Securities shall, notwithstanding any payment in any other Currency
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other Currency (after any premium and cost of exchange) on the business day
in the country of issue of the Designated Currency or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment; (c) if the amount in the
Designated Currency that may be so purchased for any reason falls short of the
amount originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     

              Section 3.13 CUSIP Numbers. The
Company in issuing any Securities may use CUSIP, ISIN or other similar numbers,
if then generally in use, and thereafter with respect to such series, the
Trustee may use such numbers in any notice of redemption or exchange with
respect to such series 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. The Company will promptly notify the Trustee in
writing of any change in the CUSIP, ISIN or other similar
numbers.

     

    ARTICLE IV

     

    REDEMPTION
OF SECURITIES

     

              Section 4.01 Applicability of Right of
Redemption. Redemption of Securities (other than pursuant to a sinking
fund, amortization or analogous provision) permitted by the terms of any series
of Securities shall be made (except as otherwise specified pursuant to Section
3.01 for Securities of any series) in accordance with this Article; provided,
however, that if any such terms of a series of Securities shall conflict with
any provision of this Article, the terms of such series shall
govern.



    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

              Section 4.02 Selection of Securities to
be Redeemed.

     

              (a)
If the Company shall at any time elect to redeem all or any portion of the
Securities of a series then Outstanding, it shall at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of
such series is registered in the same name, the Trustee may treat the aggregate
principal amount so registered as if it were represented by one Security of such
series. The Trustee shall, as soon as practicable, notify the Company in writing
of the Securities and portions of Securities so selected.

     

              (b)
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

     

              Section 4.03 Notice of
Redemption.

     

              (a)
Notice of redemption shall be given by the Company or, at the Company’s request,
by the Trustee in the name and at the expense of the Company; provided, however,
that the Company makes such request at least 3 days prior to the date by which
such notice of redemption must be given to Holders in accordance with this
Section 4.03; provided further that, the text of such notice shall be prepared
by the Company, not less than 60 days before the Redemption Date unless the
Trustee consents to a shorter period, to the Holders of Securities of any series
to be redeemed in whole or in part pursuant to this Article, in the manner
provided in Section 15.04. Any notice so given shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. Failure to
give such notice, or any defect in such notice to the Holder of any Security of
a series designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the Holder of any other
Security of such series.

     

              (b)
All notices of redemption shall identify the Securities to be redeemed
(including CUSIP, ISIN or other similar numbers, if available) and shall
state:

     

                        (i)
such election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such
series or a supplemental indenture establishing such series, if such be the
case;

     

                        (ii)
the Redemption Date;

     

                        (iii)
the Redemption Price;

     

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

     

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


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

                        (vi)
the Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price;

     

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

     

                        (viii)
that the Securities must be surrendered to the Paying Agent for payment of the
Redemption Price.

     

              Section 4.04 Deposit of Redemption
Price. On or prior to 11:00 a.m., Eastern time, on the Redemption Date
for any Securities, 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 6.03) an amount of money in the Currency in
which such Securities are denominated (except as provided pursuant to Section
3.01) sufficient to pay the Redemption Price of such Securities or any portions
thereof that are to be redeemed on that date.

     

              Section 4.05 Securities Payable on
Redemption Date. Notice of redemption having been given as aforesaid, any
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the Company
shall Default in the payment of the Redemption Price) 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; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or prior
to the Redemption Date for such Securities shall be payable according to the
terms of such Securities and the provisions of Section 3.08.

     

              If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal thereof and premium, if any, thereon shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

     

              Section 4.06 Securities Redeemed in
Part. Any Security that is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, of like tenor and form, 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; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered. In the case of a
Security providing appropriate space for such notation, at the option of the
Holder thereof, the Trustee, in lieu of delivering a new Security or Securities
as aforesaid, may make a notation on such Security of the payment of the
redeemed portion thereof.

     

    ARTICLE V

     

    SINKING
FUNDS

     

              Section 5.01 Applicability of Sinking
Fund.

    
      
        	 
      	 
      
	 
      	
                          (a)
      Redemption of Securities permitted or required pursuant to a sinking fund
      for the retirement of Securities of a series by the terms of such series
      of Securities shall be made in accordance with such terms of such series
      of Securities and this Article, except as otherwise specified pursuant to
      Section 3.01 for Securities of such series, provided, however, that if any
      such terms of a series of Securities shall conflict with any provision of
      this Article, the terms of such series shall
  govern.

              


      

    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                            (b)
      The minimum amount of any sinking fund payment provided for by the terms
      of Securities of any series is herein referred to as a “Mandatory Sinking
      Fund Payment,” and any payment in excess of such minimum amount provided
      for by the terms of Securities of any series is herein referred to as an
      “Optional Sinking Fund Payment.” If provided for by the terms of
      Securities of any series, the cash amount of any Mandatory Sinking Fund
      Payment may be subject to reduction as provided in Section
      5.02.

                


        

      

    

     

              Section 5.02 Mandatory Sinking Fund
Obligation. The Company may, at its option, satisfy any Mandatory Sinking
Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such series
in transferable form theretofore purchased or otherwise acquired by the Company
or redeemed at the election of the Company pursuant to Section 4.03 or (b)
receiving credit for Securities of such series (not previously so credited)
acquired by the Company and theretofore delivered to the Trustee. The Trustee
shall credit such Mandatory Sinking Fund Payment obligation with an amount equal
to the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such Mandatory Sinking Fund
Payment shall be reduced accordingly. If the Company shall elect to so satisfy
any Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee
not less than 45 days prior to the relevant sinking fund payment date a written
notice signed on behalf of the Company by its Chairman of the Board of
Directors, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, one of its Vice Presidents, its Treasurer or one of its
Assistant Treasurers, which shall designate the Securities (and portions
thereof, if any) so delivered or credited and which shall be accompanied by such
Securities (to the extent not theretofore delivered) in transferable form. In
case of the failure of the Company, at or before the time so required, to give
such notice and deliver such Securities the Mandatory Sinking Fund Payment
obligation shall be paid entirely in moneys.

     

              Section 5.03 Optional Redemption at
Sinking Fund Redemption Price. In addition to the sinking fund
requirements of Section 5.02, to the extent, if any, provided for by the terms
of a particular series of Securities, the Company may, at its option, make an
Optional Sinking Fund Payment with respect to such Securities. Unless otherwise
provided by such terms, (a) to the extent that the right of the Company to make
such Optional Sinking Fund Payment shall not be exercised in any year, it shall
not be cumulative or carried forward to any subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking
Fund Payment obligation as to Securities of the same series. If the Company
intends to exercise its right to make such optional payment in any year it shall
deliver to the Trustee not less than 45 days prior to the relevant sinking fund
payment date a certificate signed by its Chairman of the Board of Directors,
Chief Executive Officer, President, Chief Operating Officer, Chief Financial
Officer, one of its Vice Presidents, Treasurer or one of its Assistant
Treasurers stating that the Company will exercise such optional right, and
specifying the amount which the Company will pay on or before the next
succeeding sinking fund payment date. Such certificate shall also state that no
Event of Default has occurred and is continuing.

     

              Section 5.04 Application of Sinking Fund
Payment.

    
      
        	 
      	 
      
	 
      	
                          (a)
      If the sinking fund payment or payments made in funds pursuant to either
      Section 5.02 or 5.03 with respect to a particular series of Securities
      plus any unused balance of any preceding sinking fund payments made in
      funds with respect to such series shall exceed $50,000 (or a lesser sum if
      the Company shall so request, or such equivalent sum for Securities
      denominated other than in U.S. Dollars), it shall be applied by the
      Trustee on the sinking fund payment date next following the date of such
      payment, unless the date of such payment shall be a sinking fund payment
      date, in which case such payment shall be applied on such sinking fund
      payment date, to the redemption of Securities of such series at the
      redemption price specified pursuant to Section 4.03(b). The Trustee shall
      select, in the manner provided in Section 4.02, for redemption on such
      sinking fund payment date, a sufficient principal amount of Securities of
      such series to absorb said funds, as nearly as may be, and shall, at the
      expense and in the name of the Company, thereupon cause notice of
      redemption of the Securities to be given in substantially the manner
      provided in Section 4.03(a) for the redemption of Securities in part at
      the option of the Company, except that the notice of redemption shall also
      state that the Securities are being redeemed for the sinking fund. Any
      sinking fund moneys not so applied by the Trustee to the redemption of
      Securities of such series shall be added to the next sinking fund payment
      received in funds by the Trustee and, together with such payment, shall be
      applied in accordance with the provisions of this Section 5.04. Any and
      all sinking fund moneys held by the Trustee on the last sinking fund
      payment date with respect to Securities of such series, and not held for
      the payment or redemption of particular Securities of such series, shall
      be applied by the Trustee to the payment of the principal of the
      Securities of such series at
Maturity.

              


      

    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                            (b)
      On or prior to each sinking fund payment date, the Company shall pay to
      the Trustee a sum equal to all interest accrued to but not including the
      date fixed for redemption on Securities to be redeemed on such sinking
      fund payment date pursuant to this Section 5.04.

                
	 
      	 
      
	 
      	
                            (c)
      The Trustee shall not redeem any Securities of a series with sinking fund
      moneys or mail any notice of redemption of Securities of such series by
      operation of the sinking fund during the continuance of a Default in
      payment of interest on any Securities of such series or of any Event of
      Default (other than an Event of Default occurring as a consequence of this
      paragraph) of which the Trustee has actual knowledge, except that if the
      notice of redemption of any Securities of such series shall theretofore
      have been mailed in accordance with the provisions hereof, the Trustee
      shall redeem such Securities if funds sufficient for that purpose shall be
      deposited with the Trustee in accordance with the terms of this Article.
      Except as aforesaid, any moneys in the sinking fund at the time any such
      Default or Event of Default shall occur and any moneys thereafter paid
      into the sinking fund shall, during the continuance of such Default or
      Event of Default, be held as security for the payment of all the
      Securities of such series; provided, however, that in case such Default or
      Event of Default shall have been cured or waived as provided herein, such
      moneys shall thereafter be applied on the next sinking fund payment date
      on which such moneys are required to be applied pursuant to the provisions
      of this Section 5.04.

                


        

      

    

     

    ARTICLE VI

     

    PARTICULAR
COVENANTS OF THE COMPANY

     

              The
Company hereby covenants and agrees as follows:

     

              Section 6.01 Payments of
Securities. The
Company will duly and punctually pay the principal of and premium, if any, on
each series of Securities, and the interest which shall have accrued thereon, at
the dates and place and in the manner provided in the Securities and in this
Indenture.

     

              Section 6.02 Paying
Agent.

     

              (a)
The Company will maintain in each Place of Payment for any series of Securities,
if any, an office or agency where Securities may be presented or surrendered for
payment, where Securities of such 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 and this Indenture may be served (the “Paying Agent”).
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, and the Company hereby appoints the Trustee as Paying Agent to receive
all presentations, surrenders, notices and demands.

     

              (b)
The Company may also from time to time designate different or additional offices
or agencies where the Securities of any series may be presented or surrendered
for any or all such purposes (in or outside of such Place of Payment), and may
from time to time rescind any such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph. The Company will give prompt
written notice to the Trustee of any such additional designation or rescission
of designation and of any change in the location of any such different or
additional office or agency. The Company shall enter into an appropriate agency
agreement with any Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of each such agent. The
Company or any Affiliate thereof may act as Paying Agent.

     

              Section 6.03 To Hold Payment in
Trust.

     

              (a)
If the Company or an Affiliate thereof shall at any time act as Paying Agent
with respect to any series of Securities, then, on or before the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series by their terms or as a result of the calling thereof for redemption
shall become payable, the Company or such Affiliate will segregate and hold in
trust for the benefit of the Holders of such Securities or the Trustee a sum
sufficient to pay such principal and premium, if any, or interest which shall
have so become payable until such sums shall be paid to such Holders or
otherwise disposed of as herein provided, and will notify the Trustee of its
action or failure to act in that regard. Upon any proceeding under any federal
bankruptcy laws with respect to the Company or any Affiliate thereof, if the
Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent.



    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

              (b)
If the Company shall appoint, and at the time have, a Paying Agent for the
payment of the principal of and premium, if any, or interest on any series of
Securities, then prior to 11:00 a.m., New York City time, on the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series shall become payable as aforesaid, whether by their terms or as a
result of the calling thereof for redemption, the Company will deposit with such
Paying Agent a sum sufficient to pay such principal and premium, if any, or
interest, such sum to be held in trust for the benefit of the Holders of such
Securities or the Trustee, and (unless such Paying Agent is the Trustee), the
Company or any other obligor of such Securities will promptly notify the Trustee
of its payment or failure to make such payment.

     

              (c)
If the Paying Agent shall be other than the Trustee, the Company will cause such
Paying Agent 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 6.03, that such Paying Agent shall:

     

                        (i)
hold all moneys held by it for the payment of the principal of and premium, if
any, or interest on the Securities of that series in trust for the benefit of
the Holders of such Securities until such sums shall be paid to such Holders or
otherwise disposed of as herein provided;

     

                        (ii)
give to 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 the principal
of and premium, if any, or interest on the Securities of that series;
and

     

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

     

              (d)
Anything in this Section 6.03 to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a release, satisfaction or discharge
of this Indenture or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust by the Company or by any Paying Agent other than
the Trustee as required by this Section 6.03, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent.

     

              (e)
Subject to any applicable abandoned property law, 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 two years after such principal and
premium, if any, or interest has become due and payable shall be paid to the
Company upon Company Order or (if then held by the Company) shall be discharged
from such trust, and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment of such amounts
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     

              Section 6.04 Merger, Consolidation and
Sale of Assets. Except as otherwise provided as contemplated by Section
3.01 with respect to any series of Securities:

     

              (a)
The Company will not consolidate with any other entity or accept a merger of any
other entity into the Company or permit the Company to be merged into any other
entity, or sell other than for cash or lease all or substantially all its assets
to another entity, or purchase all or substantially all the assets of another
entity, unless (i) either the Company shall be the continuing entity, or the
successor, transferee or lessee entity (if other than the Company) shall
expressly assume, by indenture supplemental hereto, executed and delivered by
such entity prior to or simultaneously with such consolidation, merger, sale or
lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all other obligations to the Holders
and the Trustee under this Indenture or under the Securities to be performed or
observed by the Company; and (ii) immediately after such consolidation, merger,
sale, lease or purchase the Company or the successor, transferee or lessee
entity (if other than the Company) would not be in Default in the performance of
any covenant or condition of this Indenture. A purchase by a Subsidiary of all
or substantially all of the assets of another entity shall not be deemed to be a
purchase of such assets by the Company.



    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

              (b)
Upon any consolidation with or merger into any other entity, or any sale other
than for cash, or any conveyance or lease of all or substantially all of the
assets of the Company in accordance with this Section 6.04, the successor entity
formed by such consolidation or into or with which the Company is merged or to
which the Company is sold or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
entity had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Company shall be relieved of all obligations and
covenants under this Indenture and the Securities, and from time to time such
entity may exercise each and every right and power of the Company under this
Indenture, in the name of the Company, or in its own name; and any act or
proceeding by any provision of this Indenture required or permitted to be done
by the Board of Directors or any officer of the Company may be done with like
force and effect by the like board or officer of any entity that shall at the
time be the successor of the Company hereunder. In the event of any such sale or
conveyance, but not any such lease, the Company (or any successor entity which
shall theretofore have become such in the manner described in this Section 6.04)
shall be discharged from all obligations and covenants under this Indenture and
the Securities and may thereupon be dissolved and liquidated.

     

              Section 6.05 Compliance
Certificate. Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, the Company shall furnish to the
Trustee annually, within 120 days after the end of each fiscal year, a brief
certificate from the chief executive officer, president, chief operating
officer, principal financial officer, principal accounting officer, any vice
president or treasurer as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture (which compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture) and, in the event of any Default, specifying each
such Default and the nature and status thereof of which such person may have
knowledge. Such certificates need not comply with Section
15.01.

     

              Section 6.06 Conditional Waiver by
Holders of Securities. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit in any particular instance to
comply with a covenant or condition set forth herein with respect to any series
of Securities if the Company shall have obtained and filed with the Trustee,
prior to the time of such failure or omission, evidence (as provided in Article
VIII) of the consent of the Holders of a majority in aggregate principal amount
of the Securities of such series at the time Outstanding, either waiving such
compliance in such instance or generally waiving 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, or impair any right
consequent thereon and, until such waiver shall have 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 6.07 Statement by Officers as to
Default. The Company shall deliver to the Trustee as soon as possible and
in any event within 30 days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with the giving of notice or the lapse
of time or both, would constitute an Event of Default, an Officer’s Certificate
setting forth the details of such Event of Default or Default and the action
which the Company proposes to take with respect
thereto.



    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    ARTICLE VII

     

    REMEDIES
OF TRUSTEE AND SECURITYHOLDERS

     

              Section 7.01 Events of Default.
Except where otherwise indicated by the context or where the term is otherwise
defined for a specific purpose, the term “Event of Default” as used in this
Indenture with respect to Securities of any series shall mean one of the
following described events unless it is either inapplicable to a particular
series or it is specifically deleted or modified in the manner contemplated in
Section 3.01:

     

              (a)
the failure of the Company to pay any installment of interest on any Security of
such series when and as the same shall become payable, which failure shall have
continued unremedied for a period of 30 days;

     

              (b)
the failure of the Company to pay the principal of (and premium, if any, on) any
Security of such series, when and as the same shall become payable, whether at
Maturity as therein expressed, by call for redemption (otherwise than pursuant
to a sinking fund), by declaration as authorized by this Indenture or
otherwise;

     

              (c)
the failure of the Company to pay a sinking fund installment, if any, when and
as the same shall become payable by the terms of a Security of such series,
which failure shall have continued unremedied for a period of 30
days;

     

              (d)
the failure of the Company, subject to the provisions of Section 6.06, to
perform any covenants or agreements contained in this Indenture (including any
indenture supplemental hereto pursuant to which the Securities of such series
were issued as contemplated by Section 3.01) (other than a covenant or agreement
which has been expressly included in this Indenture solely for the benefit of a
series of Securities other than that series and other than a covenant or
agreement a default in the performance of which is elsewhere in this Section
7.01 specifically addressed), which failure shall not have been remedied, or
without provision deemed to be adequate for the remedying thereof having been
made, for a period of 90 days after written notice shall have been given to the
Company by the Trustee or shall have been given to the Company and the Trustee
by Holders of 25% or more in aggregate principal amount of the Securities of
such series then Outstanding, specifying such failure, requiring the Company to
remedy the same and stating that such notice is a “Notice of Default”
hereunder;

     

              (e)
the entry by a court having jurisdiction in the premises of a decree or order
for relief in respect of the Company in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days;

     

              (f)
the commencement by the Company of a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Company to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Company to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or the making by it of an assignment for the benefit of
creditors or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any action; or

     

              (g)
the occurrence of any other Event of Default with respect to Securities of such
series as provided in Section 3.01; provided, however, that no event described
in clause (d) or (other than with respect to a payment default) (g) above shall
constitute an Event of Default hereunder until a Responsible Officer assigned to
and working in the Trustee’s corporate trust department has actual knowledge
thereof or until a written notice of any such event is received by the Trustee
at the Corporate Trust Office, and such notice refers to the facts underlying
such event, the Securities generally, the Company and this
Indenture.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

              Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the Company
for making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such Currency (“Exchange Rate”), as such
Exchange Rate is reported or otherwise made available by the Federal Reserve
Bank of New York on the date of such payment, or, if such rate is not then
available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 7.01, any payment
made under such circumstances in the Currency of the United States where the
required payment is in a Currency other than the Currency of the United States
will not constitute an Event of Default under this Indenture.

     

              Section 7.02 Acceleration; Rescission and
Annulment.

     

              (a)
Except as otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, if any one or more of the above-described Events of
Default (other than an Event of Default specified in Section 7.01(e) or
7.01(f)) shall happen with respect to Securities of any series at the time
Outstanding, then, and in each and every such case, during the continuance of
any such Event of Default, the Trustee or the Holders of 25% or more in
principal amount of the Securities of such series then Outstanding may declare
the principal (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and all accrued but unpaid interest on all the
Securities of such series then Outstanding to be due and payable immediately by
a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in
Section 7.01(e) or 7.01(f) occurs and is continuing, then in every such
case, the principal amount of all of the Securities of that series then
Outstanding shall automatically, and without any declaration or any other action
on the part of the Trustee or any Holder, become due and payable immediately.
Upon payment of such amounts in the Currency in which such Securities are
denominated (subject to Section 7.01 and except as otherwise provided
pursuant to Section 3.01), all obligations of the Company in respect of the
payment of principal of and interest on the Securities of such series shall
terminate.

     

              (b)
The provisions of Section 7.02(a), however, are subject to the condition
that, at any time after the principal of all the Securities of such series, to
which any one or more of the above-described Events of Default is applicable,
shall have been so declared to be due and payable, and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter provided in this Article, the Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been
waived, and such declaration and its consequences shall, without further act, be
deemed to have been rescinded and annulled, if:

     

                        (i)
the Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 7.01
and except as otherwise provided pursuant to Section 3.01) sufficient to
pay:

     

                                  (A)
all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a) (provided, however, that all sums payable under this
clause (A) shall be paid in U.S. Dollars);

     

                                  (B)
all arrears of interest, if any, upon all the Securities of such series (with
interest, to the extent that interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by such Securities at the
rate or rates prescribed therefor in such Securities); and

     

                                  (C)
the principal of and premium, if any, on any Securities of such series that have
become due otherwise than by such declaration of acceleration and interest
thereon.

     

                        (ii)
every other Default and Event of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 7.06.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

              (c)
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     

              (d)
For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     

              Section 7.03 Other Remedies. If
the Company shall fail for a period of 30 days to pay any installment of
interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the
same shall become due and payable, whether at Maturity, or by call for
redemption (other than pursuant to the sinking fund), by declaration as
authorized by this Indenture, or otherwise, or shall fail for a period of 30
days to make any required sinking fund payment as to a series of Securities,
then, upon demand of the Trustee, the Company will pay to the Paying Agent for
the benefit of the Holders of Securities of such series then Outstanding the
whole amount which then shall have become due and payable on all the Securities
of such series, with interest on the overdue principal and premium, if any, and
(so far as the same may be legally enforceable) on the overdue installments of
interest at the rate borne by the Securities of such series, and all amounts
owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a).

     

              In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceeding at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Securities of
such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Company or any other obligor upon the Securities of such series,
wherever situated, in the manner provided by law. Every recovery of judgment in
any such action or other proceeding, subject to the payment to the Trustee of
all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a), shall be for the ratable benefit of the Holders of such
series of Securities which shall be the subject of such action or proceeding.
All rights of action upon or under any of the Securities or this Indenture may
be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative
thereto.

     

              Section 7.04 Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and every
Holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not
the Company shall be in Default in respect of the payment of the principal of,
or interest on, any of the Securities), in its own name and as trustee of an
express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding
relative to the Company or any other obligor upon the Securities or to their
respective creditors or property, any and all claims, proofs of claim, proofs of
debt, petitions, consents, other papers and documents and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the
Trustee and any predecessor trustee hereunder and of the Holders of the
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such proceeding any of the claims of the Trustee and any predecessor
trustee hereunder and of any of such Holders in respect of any of the
Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every taker or Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have authorized any such receiver, assignee, trustee, custodian or debtor, to
make any such payment or delivery only to or on the order of the Trustee, and to
pay to the Trustee any amount due it and any predecessor trustee hereunder under
Section 11.01(a); provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on
behalf of any Holder of Securities, any plan of reorganization or readjustment
affecting the Securities or the rights of any Holder thereof, or to authorize or
empower the Trustee to vote in respect of the claim of any Holder of any
Securities in any such proceeding.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

              Section 7.05 Priorities. Any
moneys or properties collected by the Trustee with respect to a series of
Securities under this Article VII shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on
account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:

     

              First:
To the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 11.01(a).

     

              Second:
In case the principal of the Outstanding Securities of such series shall not
have become due and be unpaid, to the payment of interest on the Securities of
such series, in the chronological order of the Maturity of the installments of
such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate
borne by such Securities, such payments to be made ratably to the Persons
entitled thereto.

     

              Third:
In case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then
owing and unpaid upon the Securities of such series for principal and premium,
if any, and interest, with interest on the overdue principal and premium, if
any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the Securities of
such series, and in case such moneys shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and premium,
if any, and accrued and unpaid interest.

     

              Any
surplus then remaining shall be paid to the Company or as directed by a court of
competent jurisdiction.

     

              Section 7.06 Control by Securityholders;
Waiver of Past Defaults. The Holders of a majority in principal amount of
the Securities of any series at the time Outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee
with respect to the Securities of such series, provided, however, that, subject
to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right
to decline to follow any such direction if the Trustee being advised by counsel
determines that the action so directed may not lawfully be taken or would be
unduly prejudicial to Holders not joining in such direction or would involve the
Trustee in personal liability. Prior to any declaration accelerating the
Maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Securities at the time Outstanding may on
behalf of the Holders of all of the Securities of such series waive any past
Default or Event of Default hereunder and its consequences except a Default in
the payment of interest or any premium on or the principal of the Securities of
such series. Upon any such waiver the Company, the Trustee and the Holders of
the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon. Whenever any Default or Event of Default hereunder shall have been
waived as permitted by this Section 7.06, said Default or Event of Default
shall for all purposes of the Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.

     

              Section 7.07 Limitation on Suits.
No Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to such
series of Securities, unless such Holder previously shall have given to the
Trustee written notice of one or more of the Events of Default herein specified
with respect to such series of Securities, and unless also the Holders of 25% in
principal amount of the Securities of such series then Outstanding shall have
requested the Trustee in writing to take action in respect of the matter
complained of, and unless also there shall have been offered to the Trustee
security and indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; and such
notification, request and offer of indemnity are hereby declared in every such
case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Security of such series; it being understood and intended that no
one or more of the Holders of Securities of such series shall have any right in
any manner whatsoever by his, her, its or their action to enforce any right
hereunder, except in the manner herein provided, and that every action, suit or
proceeding at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Holders of the
Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on the Securities of such series to
the respective Holders of such Securities at the respective due dates in such
Securities stated, or affect or impair the right, which is also absolute and
unconditional, of such Holders to institute suit to enforce the payment
thereof.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

              Section 7.08 Undertaking for
Costs. All parties to this Indenture and each Holder of any Security, by
such Holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit or
proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.08 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 10% in
principal amount of the Securities of any series Outstanding, or to any action,
suit or proceeding instituted by any Holder of Securities of any series for the
enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities.

     

              Section 7.09 Remedies Cumulative.
No remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities of any series is intended to be exclusive of any other remedy or
remedies, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or of any Holder of
the Securities of any series to exercise any right or power accruing upon any
Default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such Default or Event of Default or an
acquiescence therein; and every power and remedy given by this Article VII to
the Trustee and to the Holders of Securities of any series, respectively, may be
exercised from time to time and as often as may be deemed expedient by the
Trustee or by the Holders of Securities of such series, as the case may be. In
case the Trustee or any Holder of Securities of any series shall have proceeded
to enforce any right under this Indenture and the proceedings for the
enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee
or to such Holder of Securities, then and in every such case the Company, the
Trustee and the Holders of the Securities of such series shall severally and
respectively be restored to their former positions and rights hereunder, and
thereafter all rights, remedies and powers of the Trustee and the Holders of the
Securities of such series shall continue as though no such proceedings had been
taken, except as to any matters so waived or adjudicated.

     

    ARTICLE VIII

     

    CONCERNING
THE SECURITYHOLDERS

     

              Section 8.01 Evidence of Action of
Securityholders. Whenever in this Indenture it is provided that the
Holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage or majority have joined therein
may be evidenced by: (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person, by an agent or by a proxy
appointed in writing, including through an electronic system for tabulating
consents operated by the Depositary for such series or otherwise (such action
becoming effective, except as herein otherwise expressly provided, when such
instruments or evidence of electronic consents are delivered to the Trustee and,
where it is hereby expressly required, to the Company); or (b) by the
record of the Holders of Securities voting in favor thereof at any meeting of
Securityholders duly called and held in accordance with the provisions of
Article IX, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Securityholders.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

              Section 8.02 Proof of Execution or
Holding of Securities. Proof of the execution of any instrument by a
Securityholder or his, her or its agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the following
manner:

     

              (a)
The fact and date of the execution by any Person of any such instrument may be
proved: (i) by the certificate of any notary public or other officer in any
jurisdiction who, by the laws thereof, has power to take acknowledgments or
proof of deeds to be recorded within such jurisdiction, that the Person who
signed such instrument did acknowledge before such notary public or other
officer the execution thereof; or (ii) by the affidavit of a witness of
such execution sworn to before any such notary or other officer. Where such
execution is by a Person acting in other than his or her individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his or
her authority.

     

              (b)
The ownership of Securities of any series shall be proved by the Register of
such Securities or by a certificate of the Registrar for such
series.

     

              (c)
The record of any Holders’ meeting shall be proved in the manner provided in
Section 9.06.

     

              (d)
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem appropriate or necessary, so long as the
request is a reasonable one.

     

              (e)
If the Company shall solicit from the Holders of Securities of any series any
action, the Company may, at its option fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the
Company shall have no obligation to do so. Any such record date shall be fixed
at the Company’s discretion. If such a record date is fixed, such action may be
sought or given before or after the record date, but only the Holders of
Securities of record at the close of business on such record date shall be
deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities of such series
have authorized or agreed or consented to such action, and for that purpose the
Outstanding Securities of such series shall be computed as of such record
date.

     

              Section 8.03 Persons Deemed
Owners.

     

              (a)
The Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and premium, if
any, and (subject to Section 3.08) interest, if any, on, such 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. All payments made to any Holder, or
upon his, her or its order, shall be valid, and, to the extent of the sum or
sums paid, effectual to satisfy and discharge the liability for moneys payable
upon such Security.

     

              (b)
None of the Company, the Trustee, any Paying Agent or the Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

              Section 8.04 Effect of Consents.
After an amendment, supplement, waiver or other action becomes effective as to
any series of Securities, a consent to it by a Holder of such series of
Securities is a continuing consent conclusive and binding upon such Holder and
every subsequent Holder of the same Securities or portion thereof, and of any
Security issued upon the transfer thereof or in exchange therefor or in place
thereof, even if notation of the consent is not made on any such Security. An
amendment, supplement or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    ARTICLE IX

     

    SECURITYHOLDERS’
MEETINGS

     

              Section 9.01 Purposes of Meetings.
A meeting of Securityholders of any or all series may be called at any time and
from time to time pursuant to the provisions of this Article IX for any of the
following purposes:

     

              (a)
to give any notice to the Company or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any Default or Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article
VIII;

     

              (b)
to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article XI;

     

              (c)
to consent to the execution of an Indenture or of indentures supplemental hereto
pursuant to the provisions of Section 14.02; or

     

              (d)
to take any other action authorized to be taken by or on behalf of the Holders
of any specified aggregate principal amount of the Securities of any one or more
or all series, as the case may be, under any other provision of this Indenture
or under applicable law.

     

              Section 9.02 Call of Meetings by
Trustee. The Trustee may at any time call a meeting of all
Securityholders of all series that may be affected by the action proposed to be
taken, to take any action specified in Section 9.01, to be held at such
time and at such place as the Trustee shall determine. Notice of every meeting
of the Securityholders of a 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 mailed to Holders of Securities of such series at their addresses as
they shall appear on the Register of the Company. Such notice shall be mailed
not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     

              Section 9.03 Call of Meetings by Company
or Securityholders. In case at any time the Company or the Holders of at
least 10% in aggregate principal amount of the Securities of a series (or of all
series, as the case may be) then Outstanding that may be affected by the action
proposed to be taken, shall have requested the Trustee to call a meeting of
Securityholders of such series (or of all series), by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed the notice of such meeting within 20 days
after receipt of such request, then the Company or such Securityholders may
determine the time and the place for such meeting and may call such meeting to
take any action authorized in Section 9.01, by mailing notice thereof as
provided in Section 9.02.

     

              Section 9.04 Qualifications for
Voting. To be entitled to vote at any meeting of Securityholders, a
Person shall: (a) be a Holder of one or more Securities affected by the
action proposed to be taken at the meeting; or (b) be a Person appointed by
an instrument in writing as proxy by a Holder of one or more such Securities.
The only Persons who shall be entitled to be present or to speak at any meeting
of Securityholders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     

              Section 9.05 Regulation of
Meetings.

     

              (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem fit.

     

              (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
Securityholders as provided in Section 9.03, in which case the Company or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chair. A permanent chairman and a permanent secretary
of the meeting shall be elected by majority vote of the
meeting.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

              (c)
At any meeting of Securityholders of a series, each Securityholder of such
series of such Securityholder’s proxy shall be entitled to one vote for each
$1,000 principal amount of Securities of such series Outstanding 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 other than by virtue of Securities of such
series held by him or her or instruments in writing as aforesaid duly
designating him or her as the Person to vote on behalf of other Securityholders.
At any meeting of the Securityholders duly called pursuant to the provisions of
Section 9.02 or 9.03 the presence of Persons holding or representing
Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be necessary
to constitute a quorum, and any such meeting may be adjourned from time to time
by a majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

     

              Section 9.06 Voting. The vote upon
any resolution submitted to any meeting of Securityholders of a 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 of the 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 in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amounts of
the Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.

     

              Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

              Section 9.07 No Delay of Rights by
Meeting. Nothing contained in this Article IX shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Securityholders of
such series under any of the provisions of this Indenture or of the Securities
of such series.

     

    ARTICLE X

     

    REPORTS
BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS

     

              Section 10.01 Reports by
Trustee.

     

              (a)
So long as any Securities are outstanding, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided therein. If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within 60 days after each following the date of this
Indenture deliver to Holders a brief report which complies with the provisions
of such Section 313(a) of the Trust Indenture Act.

     

              (b)
The Trustee shall, at the time of the transmission to the Holders of Securities
of any report pursuant to the provisions of this Section 10.01, file a copy
of such report with each stock exchange upon which the Securities are listed, if
any, and also with the SEC in respect of a Security listed and registered on a
national securities exchange, if any. The Company agrees to notify the Trustee
when, as and if the Securities become listed on any stock
exchange.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

              The
Company will reimburse the Trustee for all expenses incurred in the preparation
and transmission of any report pursuant to the provisions of this
Section 10.01 and of Section 10.02.

     

              Section 10.02 Reports by the
Company. The Company shall file with the Trustee and the SEC, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that,
unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 30 days after the same is filed with
the SEC; and provided further, that the filing of the reports specified in
Section 13 or 15(d) of the Exchange Act by an entity that is the direct or
indirect parent of the Company will satisfy the requirements of this
Section 10.02 so long as such entity is an obligor or guarantor on the
Securities; and provided further that the reports of such entity will not be
required to include condensed consolidating financial information for the
Company in a footnote to the financial statements of such
entity.

     

              Section 10.03 Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to
be furnished to the Trustee:

     

              (a)
semi-annually, within 15 days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of Securities to which such
Record Date applies, as of such Record Date, and

     

              (b)
at such other times as the Trustee may request in writing, within 30 days after
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

     

    ARTICLE XI

     

    CONCERNING
THE TRUSTEE

     

              Section 11.01 Rights of Trustees;
Compensation and Indemnity. The Trustee accepts the trusts created by
this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the Holders from time to time of the
Securities agree:

     

              (a)
The Trustee shall be entitled to such compensation as the Company and the
Trustee shall from time to time agree in writing for all services rendered by it
hereunder (including in any agent capacity in which it acts). The compensation
of the Trustee shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon its request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee (including the
reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence,
bad faith or willful misconduct.

     

              The
Company also agrees to indemnify each of the Trustee and any predecessor Trustee
hereunder for, and to hold it harmless against, any and all loss, liability,
damage, claim, or expense incurred without its own negligence, bad faith or
willful misconduct, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the performance of its
duties (including in any agent capacity in which it acts), as well as the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder,
except those attributable to its negligence, willful misconduct or bad faith.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

              As
security for the performance of the obligations of the Company under this
Section 11.01(a), the Trustee shall have a lien upon all property and funds
held or collected by the Trustee as such, except funds held in trust by the
Trustee to pay principal of and interest on any Securities. Notwithstanding any
provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 11.01(a) shall
survive the resignation or removal of the Trustee and any satisfaction and
discharge under Article XII. When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (e) or (f) of
Section 7.01 occurs, the expenses and compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or similar laws.

     

              (b)
The Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.

     

              (c)
The Trustee shall not be responsible in any manner whatsoever for the
correctness of the recitals herein or in the Securities (except its certificates
of authentication thereon) contained, all of which are made solely by the
Company; and the Trustee shall not be responsible or accountable in any manner
whatsoever for or with respect to the validity or execution or sufficiency of
this Indenture or of the Securities (except its certificates of authentication
thereon), and the Trustee makes no representation with respect thereto, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of any Securities, or the proceeds of any
Securities, authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

     

              (d)
The Trustee may consult with counsel of its selection, and, to the extent
permitted by Section 11.02, any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
by the Trustee hereunder in good faith and in accordance with such Opinion of
Counsel.

     

              (e)
The Trustee, to the extent permitted by Section 11.02, may rely upon the
certificate of the Secretary or one of the Assistant Secretaries of the Company
as to the adoption of any Board Resolution or resolution of the stockholders of
the Company, and any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by, and 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 may rely upon, an Officer’s Certificate of the
Company (unless other evidence in respect thereof be herein specifically
prescribed).

     

              (f)
Subject to Section 11.04, the Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have had if it
were not the Trustee or such agent.

     

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

     

              (h)
Any action taken by the Trustee pursuant to any provision hereof at the request
or with the consent of any Person who at the time is the Holder of any Security
shall be conclusive and binding in respect of such Security upon all future
Holders thereof or of any Security or Securities which may be issued for or in
lieu thereof in whole or in part, whether or not such Security shall have noted
thereon the fact that such request or consent had been made or
given.

     

              (i)
Subject to the provisions of Section 11.02, 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, consent, order, approval, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

              (j)
Subject to the provisions of Section 11.02, the Trustee shall not be under
any obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of
the Holders of the Securities shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred by it therein or thereby.

     

              (k)
Subject to the provisions of Section 11.02, the Trustee shall not be liable
for any action taken or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred
upon it by this Indenture.

     

              (l)
Subject to the provisions of Section 11.02, the Trustee shall not be deemed
to have knowledge or notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless the
Holders of not less than 25% of the Outstanding Securities notify the Trustee
thereof.

     

              (m)
Subject to the provisions of the first paragraph of Section 11.02, 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, other
evidence of Indebtedness or other paper or document, but the Trustee, may, but
shall not be required to, make further inquiry or investigation into such facts
or matters as it may see fit.

     

              (n)
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.

     

              Section 11.02 Duties of
Trustee.

     

              (a)
If one or more of the Events of Default specified in Section 7.01 with
respect to the Securities of any series shall have happened, then, during the
continuance thereof, the Trustee shall, with respect to such Securities,
exercise such of the rights and powers vested in it by this Indenture, and shall
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 such person’s
own affairs.

     

              (b)
None of the provisions of this Indenture shall be construed as relieving the
Trustee from liability for its own negligent action, its own negligent action,
negligent failure to act, or its own willful misconduct, except that, anything
in this Indenture contained to the contrary notwithstanding:

     

                        (i)
unless and until an Event of Default specified in Section 7.01 with respect
to the Securities of any series shall have happened which at the time is
continuing:

     

                                  (A)
the Trustee undertakes to perform such duties and only such duties with respect
to the Securities of that series as are specifically set out in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee, whose duties and obligations shall be determined solely by
the express provisions of this Indenture; and

     

                                  (B)
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it pursuant
to the express provisions of this Indenture; but in the case of any such
certificates or opinions which, by the provisions of this Indenture, are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts, statements, opinions or conclusions
stated therein);

     

                        (ii)
the Trustee shall not be liable to any Holder of Securities or to any other
Person for any error of judgment made in good faith by a Responsible Officer or
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

                        (iii)
the Trustee shall not be liable to any Holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good
faith, in accordance with the direction of Securityholders given as provided in
Section 7.06, relating to the time, method and place of conducting any
proceeding for any remedy available to it or exercising any trust or power
conferred upon it by this Indenture.

     

              (c)
None of the provisions of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise to incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     

              (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 11.02.

     

              Section 11.03 Notice of Defaults.
Within 90 days after the occurrence thereof, and if known to the Trustee, the
Trustee shall give to the Holders of the Securities of a series notice of each
Default or Event of Default with respect to the Securities of such series known
to the Trustee, by transmitting such notice to Holders at their addresses as the
same shall then appear on the Register of the Company, unless such Default shall
have been cured or waived before the giving of such notice (the term “Default”
being hereby defined to be the events specified in Section 7.01, which are,
or after notice or lapse of time or both would become, Events of Default as
defined in said Section). Except in the case of a Default or Event of Default in
payment of the principal of, premium, if any, or interest on any of the
Securities of such series when and as the same shall become payable, or to make
any sinking fund payment as to Securities of the same series, the Trustee shall
be protected in withholding such notice, if and so long as a Responsible Officer
or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
of such series.

     

              Section 11.04 Eligibility;
Disqualification.

     

              (a)
The Trustee shall at all times satisfy the requirements of Section 310(a)
under the Trust Indenture Act. The Trustee shall have a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition, and shall have a Corporate Trust Office. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 11.04, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.

     

              (b)
The Trustee shall comply with Section 310(b) under the Trust Indenture Act;
provided, however, that there shall be excluded from the operation of
Section 310(b)(i) under the Trust Indenture Act 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)(i) under the Trust Indenture Act are
met. If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. If Section 310(b) of the Trust Indenture Act is amended any time
after the date of this Indenture to change the circumstances under which a
Trustee shall be deemed to have a conflicting interest with respect to the
Securities of any series or to change any of the definitions in connection
therewith, this Section 11.04 shall be automatically amended to incorporate
such changes.

     

              Section 11.05 Registration and Notice;
Removal. The Trustee, or any successor to it hereafter appointed, may at
any time resign and be discharged of the trusts hereby created with respect to
any one or more or all series of Securities by giving to the Company notice in
writing. Such resignation shall take effect upon the appointment of a successor
Trustee and the acceptance of such appointment by such successor Trustee. Any
Trustee hereunder may be removed with respect to any series of Securities at any
time by the filing with such Trustee and the delivery to the Company of an
instrument or instruments in writing signed by the Holders of a majority in
principal amount of the Securities of such series then Outstanding, specifying
such removal and the date when it shall become effective.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

              If
at any time:

     

              (1)
the Trustee shall fail to comply with the provisions of Section 310(b) under the
Trust Indenture Act 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;

     

              (2)
the Trustee shall cease to be eligible under Section 11.04 and shall fail to
resign 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

     

              (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 written notice to the
Trustee may remove the Trustee and appoint a successor Trustee with respect to
all Securities, or (ii) subject to Section 315(e) under the Trust Indenture Act,
any Securityholder 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.

     

              Upon
its resignation or removal, any Trustee shall be entitled to the payment of
reasonable compensation for the services rendered hereunder by such Trustee and
to the payment of all reasonable expenses incurred hereunder and all moneys then
due to it hereunder. The Trustee’s rights to indemnification provided in Section
11.01(a) shall survive its resignation or removal.

     

              Section 11.06 Successor Trustee by
Appointment.

     

              (a)
In case at any time the Trustee shall resign, or shall be removed (unless the
Trustee shall be removed as provided in Section 11.04(b), in which event the
vacancy shall be filled as provided in said subdivision), or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee 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 series) may be appointed by the Holders of
a majority in principal amount of the Securities of that or those series then
Outstanding, by an instrument or instruments in writing signed in duplicate by
such Holders and filed, one original thereof with the Company and the other with
the successor Trustee; but, until a successor Trustee shall have been so
appointed by the Holders of Securities of that or those series as herein
authorized, the Company, or, in case all or substantially all the assets of the
Company shall be in the possession of one or more custodians or receivers
lawfully appointed, or of trustees in bankruptcy or reorganization proceedings
(including a trustee or trustees appointed under the provisions of the federal
bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the
case may be, by an instrument in writing, shall appoint a successor Trustee with
respect to the Securities of such series. Subject to the provisions of Sections
11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with
respect to the Securities of any series, the Trustee with respect to the
Securities of such series shall cease to be Trustee hereunder. After any such
appointment other than by the Holders of Securities of that or those series, the
Person making such appointment shall forthwith cause notice thereof to be mailed
to the Holders of Securities of such series at their addresses as the same shall
then appear on the Register of the Company but any successor Trustee with
respect to the Securities of such series so appointed shall, immediately and
without further act, be superseded by a successor Trustee appointed by the
Holders of Securities of such series in the manner above prescribed, if such
appointment be made prior to the expiration of one year from the date of the
mailing of such notice by the Company, or by such receivers, trustees or
assignees.



    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

              (b)
If any Trustee with respect to the Securities of one or more series shall resign
or be removed and a successor Trustee shall not have been appointed by the
Company or by the Holders of the Securities of such series or, if any successor
Trustee so appointed shall not have accepted its appointment within 30 days
after such appointment shall have been made, the resigning Trustee at the
expense of the Company may apply to any court of competent jurisdiction for the
appointment of a successor Trustee. If in any other case a successor Trustee
shall not be appointed pursuant to the foregoing provisions of this Section
11.06 within three months after such appointment might have been made hereunder,
the Holder of any Security of the applicable series or any retiring Trustee at
the expense of the Company may apply to any court of competent jurisdiction to
appoint a successor Trustee. Such court may thereupon, in any such case, after
such notice, if any, as such court may deem proper and prescribe, appoint a
successor Trustee.

     

              (c)
Any successor Trustee appointed hereunder with respect to the Securities of one
or more series shall execute, acknowledge and deliver to its predecessor Trustee
and to the Company, or to the receivers, trustees, assignees or court appointing
it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations with respect to such series of such predecessor Trustee
with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to pay over, and such successor Trustee shall
be entitled to receive, all moneys and properties held by such predecessor
Trustee as Trustee hereunder, subject nevertheless to its lien provided for in
Section 11.01(a). Nevertheless, on the written request of the Company or of the
successor Trustee or of the Holders of at least 10% in principal amount of the
Securities of such series then Outstanding, such predecessor Trustee, upon
payment of its said charges and disbursements, shall execute and deliver an
instrument transferring to such successor Trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor Trustee and
shall assign, transfer and deliver to the successor Trustee all moneys and
properties held by such predecessor Trustee, subject nevertheless to its lien
provided for in Section 11.01(a); and, upon request of any such successor
Trustee and the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Trustee all such authority, rights, powers, trusts,
immunities, duties and obligations.

     

              Section 11.07 Successor Trustee by
Merger. Any Person into which the Trustee or any successor to it in the
trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
any such successor to it shall be a party, or any Person to which the Trustee or
any successor to it shall sell or otherwise transfer all or substantially all of
the corporate trust business of the Trustee, shall be the successor Trustee
under this Indenture without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided that such Person shall be
otherwise qualified and eligible under this Article. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
with respect to one or more series of Securities, any of such Securities shall
have been authenticated but not delivered by the Trustee then in office, any
successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

     

              Section 11.08 Right to Rely on Officer’s
Certificate. Subject to Section 11.02, and subject to the provisions of
Section 15.01 with respect to the certificates required thereby, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence,
bad faith or willful misconduct on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer’s Certificate with respect
thereto delivered to the Trustee, and such Officer’s Certificate, in the absence
of negligence, bad faith or willful misconduct on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

     

              Section 11.09 Appointment of
Authenticating Agent. The Trustee may appoint an agent (the
“Authenticating Agent”) reasonably acceptable to the Company to authenticate the
Securities, and the Trustee shall give written notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Unless limited by the terms of such appointment, any such
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. 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.



    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

              Each
Authenticating Agent shall at all times be a corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
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 Article XI, 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 an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Article XI, it shall resign immediately in the manner and
with the effect specified in this Article XI.

     

              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 Article
XI, 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 11.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. 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 11.09.

     

              The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 11.01.

     

              Section 11.10 Communications by
Securityholders with Other Securityholders. 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 the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the Trust Indenture Act with respect to such
communications.

     

    ARTICLE XII

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

              Section 12.01 Applicability of
Article. If, pursuant to Section 3.01, provision is made for the
defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to
Section 3.01), then the provisions of this Article shall be applicable except as
otherwise specified pursuant to Section 3.01 for Securities of such series.
Defeasance provisions, if any, for Securities denominated in a Foreign Currency
may be specified pursuant to Section 3.01.

     

              Section 12.02 Satisfaction and Discharge
of Indenture. This Indenture, with respect to the Securities of any
series (if all series issued under this Indenture are not to be affected),
shall, upon Company Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Securities
herein expressly provided for and rights to receive payments of principal of and
premium, if any, and interest on such Securities) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when,



    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

              (a)
either:

     

                        (i)
all Securities of such series theretofore authenticated and delivered (other
than (A) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 and (B) Securities 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 6.03) have been delivered to the Trustee for
cancellation; or

     

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

     

                                  (A)
have become due and payable;

     

                                  (B)
will become due and payable at their Stated Maturity within one year;
or

     

                                  (C)
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice by the Trustee in the name, and at the
expense, of the Company, and the Company, and in the case of (A), (B) or (C)
above, has deposited or caused to be deposited with the Trustee or Paying Agent
as trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section
3.01) sufficient to pay and discharge the entire Indebtedness on such Securities
for principal and premium, if any, and interest to the date of such deposit (in
the case of Securities that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; provided, however, in the event
a petition for relief under federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, is filed with respect to the Company within 91 days after the
deposit and the Trustee is required to return the moneys then on deposit with
the Trustee to the Company, the obligations of the Company under this Indenture
with respect to such Securities shall not be deemed terminated or
discharged.

     

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

     

              (c)
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to
such series have been complied with. Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under
Section 11.01 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section 12.02, the obligations of the
Trustee under Section 12.06 and the last paragraph of Section 6.03(e) shall
survive.

     

              Section 12.03 Defeasance upon Deposit of
Moneys or U.S. Government Obligations. At the Company’s option, either
(a) the Company shall be deemed to have been Discharged (as defined below) from
its obligations with respect to Securities of any series on the first day after
the applicable conditions set forth below have been satisfied or (b) the Company
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Section 6.04 with respect to Securities of any series
(and, if so specified pursuant to Section 3.01, any other restrictive covenant
added for the benefit of such series pursuant to Section 3.01) at any time after
the applicable conditions set forth below have been satisfied:

     

              (a)
The Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such series
(i) money in an amount, or (ii) U.S. Government Obligations (as defined below)
that through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination of (i) and (ii),
sufficient to pay and discharge each installment of principal (including any
mandatory sinking fund payments) of and premium, if any, and interest on, the
Outstanding Securities of such series on the dates such installments of interest
or principal and premium are due;



    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

              (b)
No Default with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit (other than a Default resulting from
the borrowing of funds and the grant of any related liens to be applied to such
deposit); and

     

              (c)
The Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such series will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of the Company’s
exercise of its option under this Section 12.03 and will be subject to federal
income tax on the same amounts and in the same manner and at the same times as
would have been the case if such action had not been exercised and, in the case
of the Securities of such series being Discharged accompanied by a ruling to
that effect received from or published by the Internal Revenue
Service.

     

              “Discharged”
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such
series and to have satisfied all the obligations under this Indenture relating
to the Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except (A)
the rights of Holders of Securities of such series to receive, from the trust
fund described in clause (a) above, payment of the principal of and premium, if
any, and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to Securities of such series under Sections
3.04, 3.06, 3.07, 6.02 and 12.06 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

     

              “U.S.
Government Obligations” means securities that are: (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged; or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States the timely of payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, that, in either case under clauses (i) or (ii) are not callable or
redeemable at the action of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depositary receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt.

     

              Section 12.04 Repayment to Company.
The Trustee and any Paying Agent shall promptly pay to the Company (or to its
designee) upon Company Order any excess moneys or U.S. Government Obligations
held by them at any time. The provisions of the last paragraph of Section 6.03
shall apply to any money held by the Trustee or any Paying Agent under this
Article that remains unclaimed for two years after the Maturity of any series of
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 12.03.

     

              Section 12.05 Indemnity for U.S.
Government Obligations. The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on
such U.S. Government Obligations.

     

              Section 12.06 Application of Trust
Money.

     

              (a)
Subject to any applicable abandoned property law, neither the Trustee nor any
other paying agent shall be required to pay interest on any moneys deposited
pursuant to the provisions of this Indenture, except such as it shall agree with
the Company in writing to pay thereon. Any moneys so deposited for the payment
of the principal of, or premium, if any, or interest on the Securities of any
series and remaining unclaimed for two years after the date of the maturity of
the Securities of such series or the date fixed for the redemption of all the
Securities of such series at the time outstanding, as the case may be, shall be
repaid by the Trustee or such other paying agent to the Company upon its written
request and thereafter, anything in this Indenture to the contrary
notwithstanding, any rights of the Holders of Securities of such series in
respect of which such moneys shall have been deposited shall be enforceable only
against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.



    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

              (b)
Subject to the provisions of the foregoing paragraph, any moneys which at any
time shall be deposited by the Company or on its behalf with the Trustee or any
other paying agent for the purpose of paying the principal of, premium, if any,
and interest on any of the Securities shall be and are hereby assigned,
transferred and set over to the Trustee or such other paying agent in trust for
the respective Holders of the Securities for the purpose for which such moneys
shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law.

     

              Section 12.07 Deposits of Non-U.S.
Currencies. Notwithstanding the foregoing provisions of this Article, if
the Securities of any series are payable in a Currency other than U.S. Dollars,
the Currency or the nature of the government obligations to be deposited with
the Trustee or paying agent under the foregoing provisions of this Article shall
be as set forth in the Officer’s Certificate or established in the supplemental
indenture under which the Securities of such series are issued.

     

    ARTICLE XIII

     

    IMMUNITY
OF CERTAIN PERSONS

     

              Section 13.01 No Personal
Liability. No recourse shall be had for the payment of the principal of,
or the premium, if any, or interest on, any Security or for any claim based
thereon or otherwise in respect thereof or of the Indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, because of the
incurring of the Indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities and as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities expressly waived and
released.

     

    ARTICLE XIV

     

    SUPPLEMENTAL
INDENTURES

     

              Section 14.01 Without Consent of
Securityholders. Except as otherwise provided as contemplated by Section
3.01 with respect to any series of Securities, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any one or more of
or all the following purposes:

     

              (a)
to add to the covenants and agreements of the Company, to be observed thereafter
and during the period, if any, in such supplemental indenture or indentures
expressed, and to add Events of Default, in each case for the protection or
benefit of the Holders of all or any series of the Securities (and if such
covenants, agreements and Events of Default are to be for the benefit of fewer
than all series of Securities, stating that such covenants, agreements and
Events of Default are expressly being included for the benefit of such series as
shall be identified therein), or to surrender any right or power herein
conferred upon the Company;

     

              (b)
to delete or modify any Events of Default with respect to all or any series of
the Securities, the form and terms of which are being established pursuant to
such supplemental indenture as permitted in Section 3.01 (and, if any such Event
of Default is applicable to fewer than all such series of the Securities,
specifying the series to which such Event of Default is applicable), and to
specify the rights and remedies of the Trustee and the Holders of such
Securities in connection therewith;



    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

              (c)
to add to or change any of the provisions of this Indenture to provide, change
or eliminate any restrictions on the payment of principal of or premium, if any,
on Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect;

     

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

     

              (e)
to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and
obligations of the Company contained in the Securities of one or more series and
in this Indenture or any supplemental indenture;

     

              (f)
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to one or more series of Securities and to add to
or change any of the provisions of this Indenture as shall be necessary for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 11.06(c);

     

              (g)
to secure any series of Securities;

     

              (h)
to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or
11.07 hereof as permitted by the terms thereof;

     

              (i)
to cure or reform any ambiguity mistake, manifest error, omission, defect or
inconsistency, or to conform the text of any provision herein or in any
indenture supplemental hereto to any description thereof in the applicable
section of a prospectus, prospectus supplement or other offering document that
was intended to be a verbatim recitation of a provision of this Indenture of any
indenture supplemental hereto;

     

              (j)
to add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act;

     

              (k)
to add guarantors or co-obligors with respect to any series of
Securities;

     

              (l)
to make any change in any series of Securities that does not adversely affect in
any material respect the interests of the Holders of such
Securities;

     

              (m)
to provide for uncertificated securities in addition to certificated
securities;

     

              (n)
to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of
Securities;

     

              (o)
to prohibit the authentication and delivery of additional series of Securities;
or

     

              (p)
to establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a series
previously authorized or to add to the conditions, limitations or restrictions
on the authorized amount, terms or purposes of issue, authentication or delivery
of the Securities of any series, as herein set forth, or other conditions,
limitations or restrictions thereafter to be observed.

     

              Subject
to the provisions of Section 14.03, the Trustee is authorized to join with the
Company in the execution of any such supplemental indenture, to make the further
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property or assets
thereunder.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

              Any
supplemental indenture authorized by the provisions of this Section 14.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 14.02.

     

              Section 14.02 With Consent of Securityholders;
Limitations.

     

              (a)
With the consent of the Holders (evidenced as provided in Article VIII) of a
majority in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture voting separately, the Company
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series to be affected; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security of each
such series affected thereby,

     

                        (i)
extend the Stated Maturity of the principal of, or any installment of interest
on, any Security, or reduce the principal amount thereof or the interest thereon
or any premium payable upon redemption thereof, or extend the Stated Maturity
of, or change the Currency in which the principal of and premium, if any, or
interest on such Security is denominated or payable, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
7.02, or impair the right to institute suit for the enforcement of any payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or materially adversely affect the economic terms of
any right to convert or exchange any Security as may be provided pursuant to
Section 3.01; or

     

                        (ii)
reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any supplemental indenture,
or the consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture or certain Defaults hereunder and their
consequences provided for in this Indenture; or

     

                        (iii)
modify any of the provisions of this Section 14.02, Section 7.06 or Section
6.06, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section 14.02 and Section 6.06, or the deletion of this proviso, in
accordance with the requirements of Sections 11.06 and 14.01(f); or

     

                        (iv)
modify, without the written consent of the Trustee, the rights, duties or
immunities of the Trustee.

     

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

     

              (c)
It shall not be necessary for the consent of the Securityholders under this
Section 14.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     

              (d)
The Company may set a record date for purposes of determining the identity of
the Holders of each series of Securities entitled to give a written consent or
waive compliance by the Company as authorized or permitted by this Section
14.02. Such record date shall not be more than 30 days prior to the first
solicitation of such consent or waiver or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation pursuant to Section
312 of the Trust Indenture Act.



    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

              (e)
Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 14.02, the Company shall
mail a notice, setting forth in general terms the substance of such supplemental
indenture, to the Holders of Securities at their addresses as the same shall
then appear in the Register of the Company. 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 supplemental indenture.

     

              Section 14.03 Trustee Protected.
Upon the request of the Company, accompanied by the Officer’s Certificate and
Opinion of Counsel required by Section 15.01 stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and
evidence reasonably satisfactory to the Trustee of consent of the Holders if the
supplemental indenture is to be executed pursuant to Section 14.02, the Trustee
shall join with the Company in the execution of said supplemental indenture
unless said supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into said supplemental
indenture. The Trustee shall be fully protected in relying upon such Officer’s
Certificate and an Opinion of Counsel.

     

              Section 14.04 Effect of Execution of
Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article XIV, this Indenture shall be deemed
to be modified and amended in accordance therewith and, except as herein
otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of all of the Securities or of the Securities of any
series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     

              Section 14.05 Notation on or Exchange of
Securities. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in the form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for the Securities then Outstanding in equal aggregate principal
amounts, and such exchange shall be made without cost to the Holders of the
Securities.

     

              Section 14.06 Conformity with the Trust
Indenture Act. Every supplemental indenture executed pursuant to the
provisions of this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.

     

    ARTICLE XV

     

    MISCELLANEOUS
PROVISIONS

     

              Section 15.01 Certificates and Opinions as
to Conditions Precedent.

     

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

     

              (b)
Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates provided pursuant to Section 6.05)
shall include: (i) a statement that the Person giving such certificate or
opinion has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (iii) a
statement that, in the view or opinion of such Person, he or she has made such
examination or investigation as is necessary to enable such Person to express an
informed view or opinion as to whether or not such covenant or condition has
been complied with; and (iv) a statement as to whether or not, in the view or
opinion of such Person, such condition or covenant has been complied
with.



    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

              (c)
Any certificate, statement 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 or her certificate, statement or
opinion is based are erroneous. Any certificate, statement or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate,
statement 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, statement or opinion or
representations with respect to such matters are erroneous.

     

              (d)
Any certificate, statement or opinion of an officer of the Company or of counsel
to the Company may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of, or representations by, an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based are erroneous. Any certificate or
opinion of any firm of independent registered public accountants filed with the
Trustee shall contain a statement that such firm is independent.

     

              (e)
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.

     

              (f)
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 15.02 Trust Indenture Act
Controls. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by
any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture
Act, such imposed duties or incorporated provision shall
control.

     

              Section 15.03 Notices to the Company and
Trustee. Any notice or demand authorized by this Indenture to be made
upon, given or furnished to, or filed with, the Company or the Trustee shall be
sufficiently made, given, furnished or filed for all purposes if it shall be
mailed, delivered or telefaxed to:

     

              (a)
the Company, at 3101 W. Martin Luther King, Jr. Blvd., Suite 400, Tampa, Florida
33607, Attention: Chief Corporate Counsel, Facsimile No.: 813-222-4464, or
at such other address or facsimile number as may have been furnished in writing
to the Trustee by the Company.

     

              (b)
the Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust
Administrator.

     

              Any
such notice, demand or other document shall be in the English
language.

     

              Section
15.04 Notices to
Securityholders; Waiver. Any notice required or permitted to be given to
Securityholders shall be sufficiently given (unless otherwise herein expressly
provided),

     

              (a)
if to Holders, if given in writing by first class mail, postage prepaid, to such
Holders at their addresses as the same shall appear on the Register of the
Company.



    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

              (b)
In the event of suspension of regular mail service or by reason of any other
cause it shall be impracticable to give notice by mail, then such notification
as shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

     

              (c)
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 on such waiver. In any case where notice to Holders is given by mail;
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice that is published in the
manner herein provided shall be conclusively presumed to have been duly
given.

     

              Section 15.05 Legal Holiday. Unless
otherwise specified pursuant to Section 3.01, in any case where any Interest
Payment Date, Redemption Date or Maturity of any Security of any series shall
not be a Business Day at any Place of Payment for the Securities of that series,
then payment of principal and premium, if any, or interest 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 such Interest Payment Date, Redemption Date or Maturity and no interest shall
accrue on such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such
payment is made or duly provided for on such Business Day.

     

              Section 15.06 Effects 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 15.07 Successors and
Assigns. All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or
not.

     

              Section 15.08 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 15.09 Benefits of
Indenture. Nothing in this Indenture expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or to give to, any Person or corporation other than the parties
hereto and their successors and the Holders of the Securities any benefit or any
right, remedy or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all covenants,
conditions, stipulations, promises and agreements in this Indenture contained
shall be for the sole and exclusive benefit of the parties hereto and their
successors and of the Holders of the Securities.

     

              Section 15.10 Counterparts
Originals. This Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.

     

              Section 15.11 Governing Law; Waiver of
Trial by Jury. This Indenture and the Securities shall be deemed to be
contracts made under the law of the State of New York, and for all purposes
shall be governed by and construed in accordance with the law of said
State.

     

              EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.



    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    [Signatures
to Follow]



    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

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

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 
      	 
      	 
	 
      	
                                                                      BROWN
      & BROWN, INC.

                                                                    
	 
      	
                                                                      as
      Issuer

                                                                    
	 
      	 
      	 
	 
      	
                                                                      By:

                                                                    	
                                                                       

                                                                    
	 
      	
                                                                      Name:

                                                                    	 
	 
      	
                                                                      Title:

                                                                    	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                                                                      [                    ]

                                                                    
	 
      	
                                                                      as
      Trustee

                                                                    
	 
      	 
      	 
	 
      	By:	
                                                                       

                                                                    
	 
      	
                                                                      Name:

                                                                    	 
	 
      	
                                                                      Title:

                                                                    	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    50