Exhibit
4.4


 


 


SCIENTIFIC GAMES
CORPORATION


AND












as Trustee


Indenture


Dated as of ________ __, 200__












 


 


 








 


	
  ARTICLE ONE

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  	
   

  
	
  SECTION 1.1

  	
   

  	
  Certain Terms Defined

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
  SECURITIES

  	
   

  	
  4

  	
   

  
	
  SECTION 2.1

  	
   

  	
  Forms Generally

  	
   

  	
  4

  	
   

  
	
  SECTION 2.2

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  5

  	
   

  
	
  SECTION 2.3

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  5

  	
   

  
	
  SECTION 2.4

  	
   

  	
  Authentication and Delivery of Securities

  	
   

  	
  6

  	
   

  
	
  SECTION 2.5

  	
   

  	
  Execution of Securities

  	
   

  	
  8

  	
   

  
	
  SECTION 2.6

  	
   

  	
  Certificate of Authentication

  	
   

  	
  8

  	
   

  
	
  SECTION 2.7

  	
   

  	
  Denomination and Date of Securities; Payments of
  Interest

  	
   

  	
  8

  	
   

  
	
  SECTION 2.8

  	
   

  	
  Registration, Transfer and Exchange

  	
   

  	
  9

  	
   

  
	
  SECTION 2.9

  	
   

  	
  Mutilated, Defaced, Destroyed, Lost and Stolen
  Securities

  	
   

  	
  10

  	
   

  
	
  SECTION 2.10

  	
   

  	
  Cancellation of Securities; Destruction Thereof

  	
   

  	
  11

  	
   

  
	
  SECTION 2.11

  	
   

  	
  Temporary Securities

  	
   

  	
  11

  	
   

  
	
  SECTION 2.12

  	
   

  	
  Securities Issuable in the Form of a Global Security

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  	
  COVENANTS OF THE ISSUER AND THE TRUSTEE

  	
   

  	
  13

  	
   

  
	
  SECTION 3.1

  	
   

  	
  Payment of Principal and Interest

  	
   

  	
  13

  	
   

  
	
  SECTION 3.2

  	
   

  	
  Offices for Payments, etc

  	
   

  	
  13

  	
   

  
	
  SECTION 3.3

  	
   

  	
  Appointment to Fill a Vacancy in Office of Trustee

  	
   

  	
  13

  	
   

  
	
  SECTION 3.4

  	
   

  	
  Paying Agent

  	
   

  	
  14

  	
   

  
	
  SECTION 3.5

  	
   

  	
  Certificate of the Issuer

  	
   

  	
  14

  	
   

  
	
  SECTION 3.6

  	
   

  	
  Securityholders Lists

  	
   

  	
  15

  	
   

  
	
  SECTION 3.7

  	
   

  	
  Reports by the Issuer

  	
   

  	
  15

  	
   

  
	
  SECTION 3.8

  	
   

  	
  Reports by the Trustee

  	
   

  	
  15

  	
   

  
	
  SECTION 3.9

  	
   

  	
  Notice to Trustee

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
  OF DEFAULT

  	
   

  	
  15

  	
   

  
	
  SECTION 4.1

  	
   

  	
  Event of Default Defined; Acceleration of Maturity;
  Waiver of Default

  	
   

  	
  15

  	
   

  
	
  SECTION 4.2

  	
   

  	
  Collection of Indebtedness by Trustee; Trustee May
  Prove Debt

  	
   

  	
  18

  	
   

  
	
  SECTION 4.3

  	
   

  	
  Application of Proceeds

  	
   

  	
  20

  	
   

  
	
  SECTION 4.4

  	
   

  	
  Suits for Enforcement

  	
   

  	
  21

  	
   

  
	
  SECTION 4.5

  	
   

  	
  Restoration of Rights on Abandonment of Proceedings

  	
   

  	
  21

  	
   

  
	
  SECTION 4.6

  	
   

  	
  Limitations on Suits by Securityholders

  	
   

  	
  21

  	
   

  
	
  SECTION 4.7

  	
   

  	
  Unconditional Right of Securityholders to Institute
  Certain Suits

  	
   

  	
  22

  	
   

  
	
  SECTION 4.8

  	
   

  	
  Powers and Remedies Cumulative; Delay or Omission
  Not Waiver of Default

  	
   

  	
  22

  	
   

  
	
  SECTION 4.9

  	
   

  	
  Control by Securityholders

  	
   

  	
  22

  	
   

  



 


-i-

















 


 


	
  SECTION 4.10

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  23

  	
   

  
	
  SECTION 4.11

  	
   

  	
  Trustee to Give Notice of Default, But May Withhold
  in Certain Circumstances

  	
   

  	
  23

  	
   

  
	
  SECTION 4.12

  	
   

  	
  Right of Court to Require Filing of Undertaking to
  Pay Costs

  	
   

  	
  24

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  	
  CONCERNING THE TRUSTEE

  	
   

  	
  24

  	
   

  
	
  SECTION 5.1

  	
   

  	
  Duties and Responsibilities of the Trustee; During
  Default; Prior to Default

  	
   

  	
  24

  	
   

  
	
  SECTION 5.2

  	
   

  	
  Certain Rights of the Trustee

  	
   

  	
  25

  	
   

  
	
  SECTION 5.3

  	
   

  	
  Trustee Not Responsible for Recitals, Disposition of
  Securities or Application of Proceeds Thereof

  	
   

  	
  26

  	
   

  
	
  SECTION 5.4

  	
   

  	
  Trustee and Agents May Hold Securities; Collections,
  etc

  	
   

  	
  26

  	
   

  
	
  SECTION 5.5

  	
   

  	
  Moneys Held by Trustee

  	
   

  	
  27

  	
   

  
	
  SECTION 5.6

  	
   

  	
  Compensation and Indemnification of Trustee and Its
  Prior Claim

  	
   

  	
  27

  	
   

  
	
  SECTION 5.7

  	
   

  	
  Right of Trustee to Rely on Officers’ Certificate,
  etc

  	
   

  	
  27

  	
   

  
	
  SECTION 5.8

  	
   

  	
  Persons Eligible for Appointment as Trustee

  	
   

  	
  27

  	
   

  
	
  SECTION 5.9

  	
   

  	
  Resignation and Removal; Appointment of Successor
  Trustee

  	
   

  	
  28

  	
   

  
	
  SECTION 5.10

  	
   

  	
  Acceptance of Appointment by Successor Trustee

  	
   

  	
  29

  	
   

  
	
  SECTION 5.11

  	
   

  	
  Merger, Conversion, Consolidation or Succession to
  Business of Trustee

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  	
  30

  	
   

  
	
  SECTION 6.1

  	
   

  	
  Evidence of Action Taken by Securityholders

  	
   

  	
  30

  	
   

  
	
  SECTION 6.2

  	
   

  	
  Proof of Execution of Instruments and of Holding of
  Securities; Record Date

  	
   

  	
  31

  	
   

  
	
  SECTION 6.3

  	
   

  	
  Holders to be Treated as Owners

  	
   

  	
  31

  	
   

  
	
  SECTION 6.4

  	
   

  	
  Securities Owned by Issuer Deemed Not Outstanding

  	
   

  	
  31

  	
   

  
	
  SECTION 6.5

  	
   

  	
  Right of Revocation of Action Taken

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  32

  	
   

  
	
  SECTION 7.1

  	
   

  	
  Supplemental Indentures Without Consent of
  Securityholders

  	
   

  	
  32

  	
   

  
	
  SECTION 7.2

  	
   

  	
  Supplemental Indentures With Consent of
  Securityholders

  	
   

  	
  33

  	
   

  
	
  SECTION 7.3

  	
   

  	
  Effect of Supplemental Indenture

  	
   

  	
  34

  	
   

  
	
  SECTION 7.4

  	
   

  	
  Documents to Be Given to Trustee

  	
   

  	
  34

  	
   

  
	
  SECTION 7.5

  	
   

  	
  Notation on Securities in Respect of Supplemental
  Indentures

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
   

  	
  35

  	
   

  
	
  SECTION 8.1

  	
   

  	
  Issuer May Consolidate, etc., on Certain Terms

  	
   

  	
  35

  	
   

  
	
  SECTION 8.2

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  35

  	
   

  
	
  SECTION 8.3

  	
   

  	
  Opinion of Counsel to Trustee

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


-ii-

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
  MONEYS

  	
   

  	
  36

  	
   

  
	
  SECTION 9.1

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  36

  	
   

  
	
  SECTION 9.2

  	
   

  	
  Issuer’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  37

  	
   

  
	
  SECTION 9.3

  	
   

  	
  Defeasance and Discharge

  	
   

  	
  37

  	
   

  
	
  SECTION 9.4

  	
   

  	
  Covenant Defeasance

  	
   

  	
  37

  	
   

  
	
  SECTION 9.5

  	
   

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  38

  	
   

  
	
  SECTION 9.6

  	
   

  	
  Application by Trustee of Funds Deposited for
  Payment of Securities

  	
   

  	
  39

  	
   

  
	
  SECTION 9.7

  	
   

  	
  Repayment of Moneys Held by Paying Agent

  	
   

  	
  39

  	
   

  
	
  SECTION 9.8

  	
   

  	
  Return of Moneys Held by Trustee and Paying Agent
  Unclaimed for Two Years

  	
   

  	
  40

  	
   

  
	
  SECTION 9.9

  	
   

  	
  Indemnity for Direct Obligations of the United
  States

  	
   

  	
  40

  	
   

  
	
  SECTION 9.10

  	
   

  	
  Reinstatement

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
  40

  	
   

  
	
  SECTION 10.1

  	
   

  	
  Incorporators, Shareholders, Officers and Directors
  of Issuer Exempt from Individual Liability

  	
   

  	
  40

  	
   

  
	
  SECTION 10.2

  	
   

  	
  Provisions of Indenture for the Sole Benefit of
  Parties and Securityholders

  	
   

  	
  40

  	
   

  
	
  SECTION 10.3

  	
   

  	
  Successors and Assigns of Issuer Bound by Indenture

  	
   

  	
  41

  	
   

  
	
  SECTION 10.4

  	
   

  	
  Notices and Demands on Issuer, Trustee and
  Securityholders

  	
   

  	
  41

  	
   

  
	
  SECTION 10.5

  	
   

  	
  Officers’ Certificates and Opinions of Counsel;
  Statements to Be Contained Therein

  	
   

  	
  41

  	
   

  
	
  SECTION 10.6

  	
   

  	
  Payments Due on Saturdays, Sundays and Holidays

  	
   

  	
  42

  	
   

  
	
  SECTION 10.7

  	
   

  	
  Conflict of Any Provision of Indenture with Trust
  Indenture Act of 1939

  	
   

  	
  42

  	
   

  
	
  SECTION 10.8

  	
   

  	
  New York Law to Govern

  	
   

  	
  43

  	
   

  
	
  SECTION 10.9

  	
   

  	
  Counterparts

  	
   

  	
  43

  	
   

  
	
  SECTION 10.10

  	
   

  	
  Effect of Headings

  	
   

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  	
  REDEMPTION OF SECURITIES AND SINKING FUNDS

  	
   

  	
  43

  	
   

  
	
  SECTION 11.1

  	
   

  	
  Applicability of Article

  	
   

  	
  43

  	
   

  
	
  SECTION 11.2

  	
   

  	
  Notice of Redemption; Partial Redemptions

  	
   

  	
  43

  	
   

  
	
  SECTION 11.3

  	
   

  	
  Payment of Securities Called for Redemption

  	
   

  	
  44

  	
   

  
	
  SECTION 11.4

  	
   

  	
  Exclusion of Certain Securities from Eligibility for
  Selection for Redemption

  	
   

  	
  45

  	
   

  
	
  SECTION 11.5

  	
   

  	
  Mandatory and Optional Sinking Funds

  	
   

  	
  45

  	
   

  



 


-iii-

















 


CROSS-REFERENCE TABLE


 


	
  TIA Section

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
  5.8

  
	
   

  	
  (a)(2)

  	
  5.8

  
	
   

  	
  (a)(3)

  	
  N/A

  
	
   

  	
  (a)(4)

  	
  N/A

  
	
   

  	
  (b)

  	
  5.9, 5.10

  
	
   

  	
  (c)

  	
  N/A

  
	
  311

  	
  (a)

  	
  10.7

  
	
   

  	
  (b)

  	
  10.7

  
	
   

  	
  (c)

  	
  N/A

  
	
  312

  	
  (a)

  	
  3.6

  
	
   

  	
  (b)

  	
  10.7

  
	
   

  	
  (c)

  	
  10.7

  
	
  313

  	
  (a)

  	
  3.8

  
	
   

  	
  (b)(1)

  	
  N/A

  
	
   

  	
  (b)(2)

  	
  3.8

  
	
   

  	
  (c)

  	
  10.4

  
	
   

  	
  (d)

  	
  3.8

  
	
  314

  	
  (a)

  	
  3.5, 3.7

  
	
   

  	
  (b)

  	
  N/A

  
	
   

  	
  (c)(1)

  	
  10.5

  
	
   

  	
  (c)(2)

  	
  10.5

  
	
   

  	
  (c)(3)

  	
  N/A

  
	
   

  	
  (d)

  	
  N/A

  
	
   

  	
  (e)

  	
  10.5

  
	
   

  	
  (f)

  	
  10.5

  
	
  315

  	
  (a)

  	
  5.1

  
	
   

  	
  (b)

  	
  4.11, 5.1

  
	
   

  	
  (c)

  	
  5.1

  
	
   

  	
  (d)

  	
  5.1

  
	
   

  	
  (e)

  	
  4.12, 5.1

  
	
  316

  	
  (a)(last sentence)

  	
  6.4

  
	
   

  	
  (a)(1)(A)

  	
  4.9, 5.1

  
	
   

  	
  (a)(1)(B)

  	
  4.2, 4.10, 5.1

  
	
   

  	
  (a)(2)

  	
  N/A

  
	
   

  	
  (b)

  	
  4.7

  
	
  317

  	
  (a)(1)

  	
  4.4

  
	
   

  	
  (a)(2)

  	
  4.4

  
	
   

  	
  (b)

  	
  3.4

  
	
  318

  	
  (a)

  	
  10.7

  
	
   

  	
  (c)

  	
  10.7

  



 


N/A means not applicable












Note:      This
Cross-Reference Table shall not, for any purposes, be deemed to be part of this
Indenture.


 


-iv-

















 


THIS INDENTURE, dated as of ________ __, 200    , between SCIENTIFIC GAMES
CORPORATION, a Delaware corporation (the “Issuer”), and ___________________, a
_______________________ (the “Trustee”),


W  I  T  N  E  S
S  E  T  H :


WHEREAS, the Issuer has duly authorized the issue from
time to time of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things,
for the authentication, delivery and administration thereof, the Issuer has
duly authorized the execution and delivery of this Indenture; and


WHEREAS, all things necessary to make this Indenture a
valid indenture and agreement according to its terms have been done;


NOW, THEREFORE:


In consideration of the premises and the purchases of
the Securities by the holders thereof, the Issuer and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities as follows:


ARTICLE ONE



DEFINITIONS


SECTION 1.1  Certain
Terms Defined.  The following terms
(except as otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section.  All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture.  All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles, and the terms “generally
accepted accounting principles” means such accounting principles as are
generally accepted in the United States at the time of any computation.  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.  The terms defined in this
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.


“Board of Directors” means either the Board of
Directors of the Issuer or any committee of such Board duly authorized to act
hereunder.


“Business Day” means, with respect to any
Security, a day that in the city (or in any of the cities, if more than one) in
which amounts are payable, as specified in the form of 

















 


such Security, is not a day on which banking
institutions are authorized by law or regulation to close.


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


“Corporate Trust Office” means the office of the
Trustee at which the corporate trust business of the Trustee shall, at any
particular time, be principally administered, which office is, at the date as
of which this Indenture is dated, located at ______________________, Attention:  ____________________.


“Depositary” means, unless otherwise specified
by the Issuer pursuant to either Section 2.3 or 2.12, with respect to
Securities of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto
registered under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation.


“Event of Default” means any event or condition
specified as such in Section 4.1.


“Global Security” means a Security issued to
evidence all or part of any series of Securities which is executed by the
Issuer and authenticated and delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction, all in accordance with this Indenture
and pursuant to an Issuer order which shall be registered in the name of the
Depositary or its nominee.


“Holder”, “holder of Securities”, “Securityholder”
or other similar terms mean the registered holder of any Security.


“Indebtedness” means, without duplication, the
principal or face amount of (i) all obligations for borrowed money,
(ii) all obligations evidenced by debentures, notes or other similar
instruments, (iii) all obligations to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary course
of business, (iv) all obligations as lessee which are capitalized in
accordance with generally accepted accounting principles, and (v) all
Indebtedness of others guaranteed by the Issuer or any of its subsidiaries or
for which the Issuer or any of its subsidiaries is legally responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds or
to invest in, others).


“Indenture” means this instrument as originally
executed and delivered or, if amended or supplemented as herein provided, as so
amended or supplemented or both, and shall include the forms and terms of
particular series of Securities established as contemplated hereunder.


“Interest” means, when used with respect to non–interest
bearing Securities, interest payable after maturity.


 


2

















 


“Issuer” means (except as otherwise provided in
Article Five) Scientific Games Corporation, and, subject to Article Eight, its
successors and assigns.


“Officers’ Certificate” means a certificate
signed by the chairman or any vice chairman of the Board of Directors or the
president or any vice president and by the treasurer or any assistant treasurer
or the secretary or any assistant secretary of the Issuer and delivered to the
Trustee.  Each such certificate shall
comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 10.5.


“Opinion of Counsel” means an opinion in
writing signed by legal counsel who may be an employee of or counsel to the
Issuer and who shall be satisfactory to the Trustee.  Each such opinion shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in
Section 10.5, if and to the extent required hereby.


“Original Issue Discount Security” means a
Security issued with “original issue discount” (as such term is defined in
Section 1273 of the Internal Revenue Code of 1986, as amended from time to time
(and any corresponding provisions of any subsequent or successor revenue laws)).


“Outstanding”, when used with reference to
Securities, shall, subject to the provisions of Section 6.4, mean, as of
any particular time, all Securities authenticated and delivered by the Trustee
under this Indenture, except


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


(b)           Securities, or portions thereof, for
the payment or redemption of which moneys in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Issuer) or shall have been set aside, segregated and held in trust by the
Issuer for the holders of such Securities (if the Issuer shall act as its own
paying agent), provided that if such Securities, or portions thereof,
are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and


(c)           Securities in substitution for which
other Securities shall have been authenticated and delivered, or which shall
have been paid, pursuant to the terms of Section 2.9 (except with respect
to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is a legal,
valid and binding obligation of the Issuer).


In determining whether the holders of the requisite
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purposes 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 4.1.


 


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


“Principal” whenever used with reference to the
Securities or any Security or any portion thereof, shall be deemed to include
“and premium, if any”.


“Responsible Officer” when used with respect to
the Trustee means the chairman of the board of directors, any vice chairman of
the board of directors, the chairman of the trust committee, the chairman of
the executive committee, any vice chairman of the executive committee, the
president, any vice president, the cashier, the secretary, the treasurer, any
trust officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.


“Security” or “Securities” has the
meaning stated in the first recital of this Indenture, or, as the case may be,
Securities that have been authenticated and delivered under this Indenture.


“Trustee” means the Person identified as “Trustee”
in the first paragraph hereof and, subject to the provisions of Article Five,
shall also include any successor trustee.


“Trust Indenture Act of 1939” means the Trust
Indenture Act of 1939 as in force at the date as of which this Indenture was
originally executed.


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


“Yield to Maturity” means the yield to maturity
on a series of Securities, calculated at the time of issuance of such series,
or, if applicable, at the most recent redetermination of interest on such
series, and calculated in accordance with accepted financial practice.


ARTICLE TWO



SECURITIES


SECTION 2.1  Forms
Generally.  The Securities of each
series shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to a resolution of the Board
of Directors or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with
any rules or regulations pursuant thereto, or 


 


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with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.


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


SECTION 2.2  Form
of Trustee’s Certificate of Authentication.  The Trustee’s certificate of authentication on all Securities
shall be in substantially the following form:


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


__________________,
as Trustee


By_________________________________


Authorized
Signatory


SECTION 2.3  Amount
Unlimited; Issuable in Series.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.


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


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


(2)           any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to
Section 2.8, 2.9, 2.11 or 11.3);


(3)           the
date or dates on which the principal of the Securities of the series is
payable;


(4)           the
rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate shall be determined, the date or dates
from which such interest shall accrue, the interest payment dates on which such
interest shall be payable and the record dates for the determination of Holders
to whom interest is payable;


(5)           the
place or places where the principal of and any interest on Securities of the
series shall be payable (if other than as provided in Section 3.2);


 


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(6)           the
obligation, if any, of the Issuer to redeem, purchase or repay Securities of
the series pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the price or prices at which and the period or
periods within 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;


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


(8)           the terms, if any, upon which the
Securities may be convertible into or exchanged for securities of any kind of
the Issuer or of any other issuer or obligor and the terms and conditions upon
which such conversion or exchange shall be effected;


 


(9)           the terms, if any,
upon which the Securities may be subordinated to any other Indebtedness of the
Issuer;


(10)         if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 4.1 or provable
in bankruptcy pursuant to Section 4.2;


(11)         whether
the Securities of the series shall be issued in whole or in part in the form of
a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for
other individual Securities; and the Depositary for such Global Security or Securities;


(12)         any
applicable material income tax considerations of the Securities;


(13)         if other than the Trustee, any
trustees, authenticating or paying agents, transfer agents or registrars or any
other agents with respect to the Securities of such series; and


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


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to such resolution of the Board of Directors or in
any such indenture supplemental hereto.


SECTION 2.4  Authentication
and Delivery of Securities.  At any
time and from time to time after the execution and delivery of this Indenture,
the Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver such Securities to or upon the written order of the Issuer, signed by
both (a) the chairman of its Board of Directors, or any vice chairman of
its Board of Directors, or its president or vice president and (b) its
secretary or any assistant secretary or its treasurer or any assistant
treasurer, without any further action by the Issuer.  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to 


 


6

















 


such
Securities, the Trustee shall be entitled to receive, and (subject to
Section 5.1) shall be fully protected in relying upon:


(1)           a certified copy of any resolution or
resolutions of the Board of Directors authorizing the action taken pursuant to
the resolution or resolutions delivered under clause (2) below;


(2)           a copy of any resolution or
resolutions of the Board of Directors relating to such series, in each case
certified by the secretary or any assistant secretary of the Issuer;


(3)           an executed supplemental indenture
setting forth the form and terms of the securities as required pursuant to
Sections 2.1 and 2.3, respectively, if any;


(4)           an Officers’ Certificate setting
forth the form and terms of the Securities as required pursuant to
Sections 2.1 and 2.3, respectively, and prepared in accordance with
Section 10.5;


(5)           an
Opinion of Counsel, prepared in accordance with Section 10.5,


(a)           stating
that the form or forms and terms of such Securities have been established by or
pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Sections 2.1 and 2.3 in conformity with the
provisions of this Indenture;


(b)           stating
that such Securities, when authenticated in accordance with the terms of this
Indenture and delivered by the Trustee and issued by and delivered by or to the
order of the Issuer, against payment therefor, in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Issuer;


(c)           stating
that all laws and requirements in respect of the execution and delivery by the
Issuer of the Securities have been complied with; and


(d)           covering
such other matters as the Trustee may reasonably request.


The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
by the Issuer or if the Trustee in good faith by its board of directors or
board of trustees, executive committee, or a trust committee of directors or
trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders.


 


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SECTION 2.5  Execution
of Securities.  The Securities shall
be signed on behalf of the Issuer by both (a) the chairman of its Board of
Directors or any vice chairman of its Board of Directors or its president or
any vice president and (b) the its treasurer or any assistant treasurer or its
secretary or any assistant secretary, under its corporate seal which may, but
need not, be attested.  Such signatures
may be the manual or facsimile signatures of the present or any future such
officers.  The seal of the Issuer may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. 
Typographical and other minor errors or defects in any such reproduction
of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered
by the Trustee.


In case any officer of the Issuer who shall have
signed any of the Securities shall cease to be such officer before the Security
so signed shall be authenticated and delivered by the Trustee or disposed of by
the Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Issuer, although at the date of
the execution and delivery of this Indenture any such person was not such an
officer.


SECTION 2.6  Certificate
of Authentication.  Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual
signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.


SECTION 2.7  Denomination
and Date of Securities; Payments of Interest.  The Securities shall be issuable as registered securities without
coupons and in denominations as shall be specified as contemplated by Section
2.3.  In the absence of any such
specification with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any multiple
thereof.  The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Issuer executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.


Each Security shall be dated the date of its
authentication, shall bear interest, if any, from the date and shall be payable
on the dates, in each case, which shall be specified as contemplated by Section
2.3.


The person in whose name any Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Security
subsequent to the record date and prior to such interest payment date, except
if and to the extent the Issuer shall default in 


 


8

















 


the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall
not be less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the holders of Securities not less than 15 days preceding such
subsequent record date.  The term
“record date” as used with respect to any interest payment date (except a date
for payment of defaulted interest) shall mean the date specified as such in the
terms of the Securities of any particular series, or, if no such date is so
specified, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.


SECTION 2.8  Registration,
Transfer and Exchange.  The Issuer
will keep or cause to be kept at each office or agency to be maintained for the
purpose as provided in Section 3.2 a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Securities as in this Article provided.  Such register shall be in written form in
the English language or in any other form capable of being converted into such
form within a reasonable time.  At all
reasonable times such register or registers shall be open for inspection by the
Trustee.


Upon due presentation for registration of transfer of
any Security of any series at any such office or agency to be maintained for
the purpose as provided in Section 3.2, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series in authorized
denominations for a like aggregate principal amount.


Any Security or Securities of any series may be
exchanged for a Security or Securities of the same series in other authorized
denominations, in an equal aggregate principal amount.  Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously
outstanding.


All Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee, and
be duly executed by the Holder or his attorney duly authorized in writing.


The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with
any exchange or registration of transfer of Securities.  No service charge shall be made for any such
transaction.


The Issuer shall not be required to exchange or
register a transfer of (a) any Securities of any series for a period of 15 days
next preceding the first mailing of notice of 


 


9

















 


redemption of Securities of such series to be
redeemed, or (b) any Securities selected, called or being called for
redemption except, in the case of any Security where public notice has been
given that such Security is to be redeemed in part, the portion thereof not so
to be redeemed.


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


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


SECTION 2.9  Mutilated,
Defaced, Destroyed, Lost and Stolen Securities.  In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen.  In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.


Upon the issuance of any substitute Security, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustees) connected
therewith.  In case any security which
has matured or is about to mature or has been called for redemption in full
shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer
may instead of issuing a substitute Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated or
defaced Security), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.


Every substitute Security of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such
Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, 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 (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any and
all other Securities of such series duly authenticated and delivered
hereunder.  All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or 


 


10

















 


payment of mutilated, defaced or destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


SECTION 2.10  Cancellation
of Securities; Destruction Thereof. 
All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture.  The Trustee shall
destroy cancelled Securities held by it and deliver a certificate of
destruction to the Issuer.  If the
Issuer shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.


SECTION 2.11  Temporary
Securities.  Pending the preparation
of definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee).  Temporary
Securities of any series shall be issuable as registered Securities without
coupons, of any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee.  Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities.  Without unreasonable delay
the issuer shall execute and shall furnish definitive Securities of such series
and thereupon temporary Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.2, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series a like aggregate principal amount of definitive Securities of the same
series of authorized denominations. 
Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


SECTION 2.12  Securities Issuable in the Form of a
Global Security. 
(a)  If the Issuer shall
establish pursuant to Section 2.3 that the Securities of a particular series
are to be issued in whole or in part in the form of one or more Global
Securities, then the Issuer shall execute and deliver to the Trustee for
authentication, and the Trustee shall, in accordance with Section 2.4,
authenticate and deliver, such Global Security or Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be
represented by such Global Security or Securities, (ii) shall be registered in
the name of the Depositary for such Global Security or Securities or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect:  “Unless and until it 


 


 


11

















 


 


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.”


(b)           Notwithstanding
any other provision of this Section 2.12 or of Section 2.8, unless the terms of
a Global Security expressly permit such Global Security to be exchanged in
whole or in part for individual Securities, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section
2.8, only to another nominee of the Depositary for such Global Security, or by
the nominee of the Depositary to the Depositary, or to a successor Depositary
for such Global Security selected or approved by the Issuer or to a nominee of
such successor Depositary.


(c)           (i)            If
at any time the Depositary for a Global Security notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time the Depositary for the Securities for such series shall no longer be
eligible or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Issuer shall appoint a
successor Depositary with respect to such Global Security.  If a successor Depositary for such Global
Security is not appointed by the Issuer within 90 days after the Issuer
receives notice or becomes aware of such ineligibility, the Issuer’s election
pursuant to Section 2.3(11) shall no longer be effective with respect to such
Global Security and the Issuer will execute, and the Trustee, upon receipt of
an Issuer order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in a definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.


(ii)           The
Issuer may at any time and in its sole discretion determine that the Securities
of any series issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities.  In such event the Issuer will execute, and
the Trustee, upon receipt of an Issuer order for the authentication and
delivery of individual Securities of such series in exchange in whole or in
part for such Global Security, will authenticate and deliver individual
Securities of such series of like tenor and terms in a definitive form in an
aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series in exchange for such Global
Security or Securities.


(iii)          If
specified by the Issuer pursuant to Section 2.3 with respect to Securities
issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in
part for individual Securities of such series of like tenor and terms in
definitive form on such terms as are acceptable to the Issuer and such
Depositary.  Thereupon the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service
charge, (1) to each Person specified by such Depositary a new Security or
Securities of the same series of like tenor and terms and 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 (2) to such Depositary a new Global 


 


12

















 


Security of like tenor
and terms and in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.


(iv)          In any
exchange provided for in any of the preceding three paragraphs, the Issuer will
execute and the Trustee will authenticate and deliver individual Securities in
definitive registered form in authorized denominations.  Upon the exchange of a Global Security for
individual Securities, such Global Security shall be cancelled by the
Trustee.  Securities issued in exchange
for a Global Security pursuant to this Section 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.


ARTICLE THREE



COVENANTS OF THE ISSUER AND THE TRUSTEE


SECTION 3.1  Payment
of Principal and Interest.  The
Issuer covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of, and
interest on, each of the Securities of such series at the place or places, at
the respective times and in the manner provided in such Securities.  Each installment of interest on the Securities
of any series may be paid by mailing checks for such interest payable to or
upon the written order of the holders of Securities entitled thereto as they
shall appear on the registry books of the Issuer.


SECTION 3.2  Offices
for Payments, etc.  So long as any
of the Securities remain outstanding, the Issuer will maintain in The Borough
of Manhattan, The City of New York for each series:  an office or agency (a) where the Securities may be presented for
payment, (b) where the Securities may be presented for registration of transfer
and for exchange as in this Indenture provided and (c) where notices and
demands to or upon the Issuer in respect of the Securities or of this Indenture
may be served.  The Issuer will give to
the Trustee written notice of the location of any such office or agency and of
any change of location thereof.  Unless
otherwise specified in accordance with Section 2.3, the Issuer hereby initially
designates its office at 750 Lexington Avenue, New York, New York 10022, as the
office to be maintained by it for each such purpose.  In case the Issuer shall fail to so designate or maintain any
such office or agency or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office.


SECTION 3.3  Appointment
to Fill a Vacancy in Office of Trustee. 
The Issuer, whenever necessary to avoid or fill a vacancy in the office
of the Trustee, will appoint, in the manner provided in Section 5.9, a Trustee,
so that there shall at all times be a Trustee with respect to each series of
Securities hereunder.


 


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SECTION 3.4  Paying
Agent.  Whenever the Issuer shall
appoint a paying agent other than the Trustee with respect to the Securities of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section.


(a)           that it will hold all sums received
by it as such agent for the payment of the principal of or interest on the
Securities of such series (whether such sums have been paid to it by the Issuer
or by any other obligor on the Securities of such series) in trust for the
benefit of the Holders of the Securities of such series or of the Trustee,


(b)           that it will give the Trustee notice
of any failure by the Issuer (or by any other obligor of the Securities of such
series) to make any payment of the principal of or interest on the Securities
of such series when the same shall be due and payable, and


(c)           pay any such sums so held in trust by
it to the Trustee upon the Trustee’s written request at any time during the
continuance of the failure referred to in clause (b) above.


The Issuer will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming
due, and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.


If the Issuer shall act as its own paying agent with
respect to the Securities of any series, it will, on or before each due date of
the principal of or interest on the Securities of such series, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such series a sum sufficient to pay such principal or interest so becoming
due.  The Issuer will promptly notify
the Trustee of any failure to take such action.


Anything in this Section to the contrary
notwithstanding, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.


Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section is subject to the provisions of Section 9.3 and 9.4


SECTION 3.5  Certificate
of the Issuer.  So long as any of
the Securities remain outstanding, the Issuer will furnish to the Trustee on or
before March 31 in each year (beginning with 2004) a brief certificate (which
need not comply with Section 10.5) executed by the principal executive,
financial or accounting officer of the Issuer on its behalf as to his or her
knowledge of the Issuer’s compliance with all covenants and agreements under
the Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture).  Such certificate need not include a reference
to any non-compliance that has been fully cured prior to the date as of which
such certificate speaks.


 


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SECTION 3.6  Securityholders
Lists.  If and so long as the
Trustee shall not be the Security registrar for the Securities of any series,
the Issuer will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee may reasonably require of the names and addresses of the
holders of the Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939 (a) semi-annually not more than 15 days after each record
date for the payment of interest on such Securities, as hereinabove specified,
as of such record date and on dates to be determined pursuant to Section 2.3
for non-interest bearing securities in each year, and (b) at such other times
as the Trustee may request in writing, within thirty days after receipt by the
Issuer of any such request as of a date not more than 15 days prior to the time
such information is furnished.


SECTION 3.7  Reports
by the Issuer.  So long as any of
the Securities remain outstanding, the Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
provided, however, that the Issuer shall have no obligation to
file such reports with the Trustee as long as no Securities of any series are
outstanding.


SECTION 3.8  Reports
by the Trustee.  Any Trustee’s
report required under Section 313(a) of the Trust Indenture Act of 1939 shall
be transmitted on or before July 15 in each year following the date hereof, so
long as any Securities are outstanding hereunder, and shall be dated as of a
date convenient to the Trustee no more than 60 nor less than 45 days prior
thereto.  The Trustee also shall comply
with Section 313(b) of the Trust Indenture Act of 1939.


A copy of each report at the time of its mailing to
Securityholders shall be filed with the Commission and each stock exchange (if
any) on which the Securities are listed. 
The Issuer agrees to notify promptly the Trustee whenever the Securities
become listed on any stock exchange and of any delisting thereof.


SECTION 3.9  Notice
to Trustee.  The Issuer shall
provide written notice to the Trustee within 30 days of the occurrence of any
Event of Default under Section 4.1.


ARTICLE FOUR



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


SECTION 4.1  Event
of Default Defined; Acceleration of Maturity; Waiver of Default.  “Event of Default” with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


15

















 


(a)           default in the payment of any
installment of interest upon any of the Securities of such series as and when
the same shall become due and payable, and continuance of such default for a
period of 30 days; or


(b)           default in the payment of all or any
part of the principal on any of the Securities of such series as and when the
same shall become due and payable either at maturity, upon redemption, by declaration
or otherwise; or


(c)           default in the payment of any sinking
fund installment as and when the same shall become due and payable by the terms
of the Securities of such series; or


(d)           default in the performance, or
breach, of any covenant or agreement of the Issuer in respect of the Securities
of such series (other than a covenant or agreement in respect of the Securities
of such series a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with), and continuance of such default or
breach for a period of 90 days after the date on which there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the Issuer and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of all series affected thereby, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


(e)           a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Issuer in
an involuntary case under any applicable 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
Issuer or for any substantial part of its property 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 60 consecutive days; or


(f)            the Issuer shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in
an involuntary case under any such law, or consent to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Issuer or for any substantial part of
its property, or make any general assignment for the benefit of creditors; or


(g)           any other Event of Default provided
in the supplemental indenture or resolution of the Board of Directors under
which such series of Securities is issued or in the form of Security for such
series.


If an Event of Default described in clauses (a), (b),
(c), (d) or (g) above (if the Event of Default under clause (d) or (g), as the
case may be, is with respect to less than all series of Securities then
Outstanding) occurs and is continuing, then, and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series voting as a separate class) by notice in 


 


16

















 


writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.  If an Event of Default
described in clause (d) or (g) (if the Event of Default under clause (d) or
(g), as the case may be, is with respect to all series of Securities then
Outstanding), (e) or (f) occurs and is continuing, then and in each and every
such case, unless the principal of all the Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and the to Trustee
if given by Securityholders), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.


The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of the Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Issuer shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as
the case may be) and the principal of any and all Securities of such series (or
of all the Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment
or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of negligence or bad faith, and if any and all Events of Default
under the Indenture, other than the non-payment of the principal of Securities
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein — then and in every such case the holders
of a majority in aggregate principal amount of all the Securities of such
series, each series voting as a separate class (or of all the Securities, as
the case may be, voting as a single class), then outstanding, by written notice
to the Issuer and to the Trustee, may waive all defaults with respect to such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.


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 


 


17

















 


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 4.2  Collection
of Indebtedness by Trustee; Trustee May Prove Debt.  The Issuer covenants that (a) in case
default shall be made in the payment of any installment of interest on any of
the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b)
in case default shall be made in the payment of all or any part of the
principal of any of the Securities of any series when the same shall have
become due and payable, whether upon maturity of the Securities of such series
or upon any redemption or by declaration or otherwise, then upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of
the Securities of such series the whole amount that then shall have become due
and payable on all Securities of series for principal or interest, as the case
may be (with interest to the date of such payment upon the overdue principal
and to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of its negligence or bad faith.


Until such demand is made by the Trustee, the Issuer
may pay the principal of and interest on the Securities of any series to the
Holders, whether or not the principal of and interest on the Securities of such
series be overdue.


In case the Issuer 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
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
other obligor upon such Securities and collect in the manner provided by law
out of the property of the Issuer or other obligor upon such Securities,
wherever situated, the moneys adjudged or decreed to be payable.


In case there shall be pending proceedings relative to
the Issuer or any other obligor upon the Securities under Title 11 of the
United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property
or such other obligor, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Securities of any series, or
to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities shall then be due and
payable as 


 


18

















 


therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:


(a)           to file and prove a claim or claims
for the whole amount of principal and interest (or, if the Securities of any
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and unpaid in
respect of the securities of any series, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee and
each predecessor Trustee, and their respective agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities of any
series, or to the creditors or property of the Issuer or such other obligor,


(b)           unless prohibited by applicable law
and regulations, to vote on behalf of the holders of the Securities of any
series in any election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and


(c)           to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official is hereby authorized by each of the Securityholders to
make payments to the Trustee, and, in the event that the Trustee shall consent
to the making of payments directly to the Securityholders, to pay to the
Trustee such amounts as shall be sufficient to cover reasonable compensation to
the Trustee, each predecessor Trustee and their respective agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith and all other amounts due to the Trustee or any
predecessor Trustee pursuant to Section 5.6.


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.


All rights of action and of asserting claims under
this Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities or the production thereof on
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements 


 


19

















 


and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Securities in respect of which such action was
taken.


In any proceedings brought by the Trustee (and also
any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party), the Trustee shall be held to represent
all the Holders of the Securities in respect to which such action was taken,
and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.


SECTION 4.3  Application
of Proceeds.  Any moneys collected
by the Trustee pursuant to this Article in respect of any series shall be
applied in the following order at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities in respect of which monies have
been collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities of such series in reduced principal amounts in exchange for
the presented Securities of like series if only partially paid, or upon
surrender thereof if fully paid:


FIRST:  To the
payment of costs and expenses applicable to such series in respect of which
monies have been collected, including reasonable compensation to the Trustee
and each predecessor Trustee and their respective agents and attorneys and of
all expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee, except as a result of negligence or bad faith,
and all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 5.6;


SECOND:  In
case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the
payment of interest on the Securities of such series in default in the 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 same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;


THIRD:  in case
the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon
the Securities of such series, then to the payment of such principal and
interest or yield to maturity, without preference or priority of principal over
interest or Yield to Maturity, or of interest or yield to maturity over
principal, or of any installment of interest over any other installment of
interest, or of any Security of 


 


20

















 


such series over any
other Security of such series, ratably to the aggregate of such principal and
accrued and unpaid interest or Yield to Maturity; and


FOURTH:  To the
payment of the remainder, if any, to the Issuer or any other person lawfully
entitled thereto.


SECTION 4.4  Suits
for Enforcement; Proofs of Claim. 
In case an Event of Default has occurred, has not been waived and is
continuing, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.


The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Securityholders allowed in any judicial
proceedings relative to the Issuer, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other person performing similar
functions, and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel.


SECTION 4.5  Restoration
of Rights on Abandonment of Proceedings. 
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.


SECTION 4.6  Limitations
on Suits by Securityholders.  No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Securities of such series then outstanding shall have
made written request upon the Trustee to institute such action or proceedings
in its own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have 


 


21

















 


been
given to the Trustee pursuant to Section 4.9; it being understood and intended,
and being expressly covenanted by the taker and Holder of every Security with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other such Holder of Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable series.  For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


SECTION 4.7  Unconditional
Right of Securityholders to Institute Certain Suits.  Notwithstanding any other provision in this
Indenture and any provision of any Security, the right of any Holder of any
Security to receive payment of the principal of and interest on such Security
on or after the respective due dates expressed in such Security, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.


SECTION 4.8  Powers
and Remedies Cumulative; Delay or Omission Not Waiver of Default.   Except as provided in Section 4.6, no right
or remedy herein conferred upon or reserved to the Trustee or to the
Securityholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


No delay or omission of the Trustee or of any
Securityholder to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 4.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.


SECTION 4.9  Control
by Securityholders.  The Holders of
a majority in aggregate principal amount of the Securities of each series
affected (with each series voting as a separate class) at the time outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series by
this Indenture; provided that such direction shall not be otherwise than
in accordance with law and the provisions of this Indenture and provided
further that (subject to the provisions of Section 5.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good 


 


22

















 


faith by
its board of directors, the executive committee, or a trust committee of
directors or Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions
or forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 5.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.


Nothing in this Indenture shall impair the right of
the Trustee in its discretion to take any action deemed proper by the Trustee
and which is not inconsistent with such direction or directions by
Securityholders.


SECTION 4.10  Waiver
of Past Defaults.  Prior to a
declaration of the acceleration of the maturity of the Securities of any series
as provided in Section 4.1, the Holders of a majority in aggregate principal
amount of the Securities of such series at the time outstanding (each such
series voting as a separate class) may on behalf of the Holders of all the
Securities of such series waive any past default or Event of Default described
in clause (d) or (g) of Section 4.1 which relates to less than all series of
Securities then Outstanding, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of
each Holder affected as provided in Section 7.2.  Prior to a declaration of acceleration of the maturity of the
Securities of any series as provided in Section 4.1, the Holders of Securities
of a majority in principal amount of all the Securities then Outstanding
(voting as one class) may on behalf of all Holders waive any past default or
Event of Default referred to in said clause (d) or (g) which relates to all
series of Securities then Outstanding, or described in clause (e) or (f) of
Section 4.1, except a default in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the Holder of each
Security affected as provided in Section 7.2. In the case of any such waiver,
the Issuer, the Trustee and the Holders of the Securities of each series
affected shall be restored to their former positions and rights hereunder,
respectively.


Upon any such waiver, such default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured, and not to
have occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


SECTION 4.11  Trustee
to Give Notice of Default, But May Withhold in Certain Circumstances.  The Trustee shall give to the
Securityholders of any series, as the names and addresses of such Holders
appear on the registry books, notice by mail of all defaults known to the
Trustee which have occurred with respect to such series, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term “default” or
“defaults” for the purposes of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of
default in the payment of the principal of or interest on any of the Securities
of such series, or in the payment of any sinking or purchase fund installment
with respect to the Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the 


 


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Trustee
in good faith determines that the withholding of such notice is in the
interests of the Securityholders of such series.


SECTION 4.12  Right
of Court to Require Filing of Undertaking to Pay Costs.  All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any series holding in the
aggregate more than 10% in aggregate principal amount of the Securities of such
series, or, in the case of any suit relating to or arising under clauses (d) or
(h) of Section 4.1 (if the suit relates to Securities of more than one but less
than all series), 10% in aggregate principal amount of Securities Outstanding
affected thereby, or in the case of any suit relating to or arising under
clauses (d) (if the suit relates to all the Securities then Outstanding), (a),
(f) or (g) of Section 4.1, 10% in aggregate principal amount of all Securities
Outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or interest on any Security on
or after the due date expressed in such Security.


ARTICLE FIVE



CONCERNING THE TRUSTEE


SECTION 5.1  Duties
and Responsibilities of the Trustee; During Default; Prior to Default.  With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. 
In case an Event of Default with respect to the Securities of a series
has occurred (which has not been cured or waived) the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


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


(a)           prior to the occurrence of an Event
of Default with respect to the securities of any series and after the curing or
waiving of all such Events of Default with respect to such series which may
have occurred:


(i)            the
duties and obligations of the Trustee with respect to the Securities of any
series shall be determined solely by the express provisions of this Indenture,
and the 


 


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Trustee shall not be
liable except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


(ii)           in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the
case of any such statements, certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;


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


(c)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders pursuant to Section 4.9 relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the  Trustee, under this Indenture.


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


The provisions of this Section 5.1 are in furtherance
of and subject to Sections 315 and 316 of the Trust Indenture Act of 1939.


SECTION 5.2  Certain
Rights of the Trustee.  In
furtherance of and subject to the Trust Indenture Act of 1939, and subject to
Section 5.1:


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


(b)           any request, direction, order or
demand of the Issuer mentioned herein shall be sufficiently evidenced by an
Officers’ Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or an
assistant secretary of the Issuer;


 


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


(d)           the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;


(e)           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 the discretion, rights or powers conferred upon it by this
Indenture;


(f)            prior to the occurrence of an Event
of Default hereunder and after the curing or waiving of all Events of Default,
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, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless requested in writing
so to do by the Holders of not less than a majority in aggregate principal
amount of the Securities of all series affected then outstanding; provided
that, if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities
as a condition to proceeding; the reasonable expenses of every such
investigation reasonably requested by the Holders as aforesaid shall be paid by
the Issuer or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer upon demand; and


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


SECTION 5.3  Trustee
Not Responsible for Recitals, Disposition of Securities or Application of
Proceeds Thereof.  The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same.  The Trustee makes no representation as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Issuer of any of the Securities or of the proceeds
thereof.


SECTION 5.4  Trustee
and Agents May Hold Securities; Collections, etc.  The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not the 


 


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Trustee
or such agent and may otherwise deal with the Issuer and receive, collect, hold
and retain collections from the Issuer with the same rights it would have if it
were not the Trustee or such agent.


SECTION 5.5  Moneys
Held by Trustee.  Subject to the
provisions of Section 9.8 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law.  Neither the Trustee nor any agent of the Issuer or the Trustee
shall be under any liability for interest on any moneys received by it
hereunder.


SECTION 5.6  Compensation
and Indemnification of Trustee and Its Prior Claim.  The Issuer covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ) except to the extent any such expense, disbursement or advance
may arise from its negligence or bad faith. 
The Issuer also covenants to indemnify the Trustee and each predecessor
trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the performance of its duties hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss
liability or expense is due to the negligence or bad faith of the Trustee or
such predecessor trustee.  The
obligations of the Issuer under this Section to compensate and indemnify the
Trustee and each predecessor trustee and to pay or reimburse the Trustee and
each predecessor trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.  Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds hold or collected by the Trustee as such, except funds
held in trust for the benefit of the holders of particular Securities, and the
Securities are hereby subordinated to such senior claim.


SECTION 5.7  Right
of Trustee to Rely on Officers’ Certificate, etc.  Subject to Sections 5.1 and 5.2, whenever in the administration
of the trusts of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith 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 5.8  Persons
Eligible for Appointment as Trustee. 
The Trustee for each series of Securities hereunder shall at all times
be a corporation having a combined capital 


 


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and
surplus of at least $50,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of a
Federal, State or District of Columbia supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


SECTION 5.9  Resignation
and Removal; Appointment of Successor Trustee.  (a)  The Trustee, or any
trustee or trustees hereafter appointed, may at any time resign with respect to
one or more or all series of Securities by giving written notice of resignation
to the Issuer and by mailing notice thereof by first class mail to Holders of
the applicable series of Securities at their last addresses as they shall
appear on the Security register.  Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. 
If no successor trustee shall have been so appointed with respect to any
series and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 4.12, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee.   Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


(b)           In
case at any time any of the following shall occur:


(i)            the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona
fide Holder of a Security or Securities of such series for at least six months;
or


(ii)           the
Trustee shall cease to be eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939 and shall fail to resign after
written request therefor by the Issuer or by any Securityholder; or


(iii)          the
Trustee shall become incapable of acting with respect to any series of
Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
liquidator 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, the Issuer may remove the
Trustee with respect to the applicable series of Securities and appoint a
successor trustee for such series by written instrument, in duplicate, executed
by order of the Board of Directors of the Issuer, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder 


 


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of a Security or Securities of such series for at
least six months may on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee with respect to such series.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


(c)           The
Holders of a majority in aggregate principal amount of the Securities of each
series at the time outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to
the securities of such series by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence of the action in
that regard taken by the Securityholders, as provided for in Section 6.1.


(d)           Any
resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any
of the provisions of this Section 5.9 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 5.10.


SECTION 5.10  Acceptance
of Appointment by Successor Trustee. 
Any successor trustee appointed as provided in Section 5.9 shall execute
and deliver to the Issuer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee with respect to all or any applicable series shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section
9.8, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations.  Upon request of any such successor trustee,
the Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers.  Any trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 5.6.


If a successor trustee is appointed with respect to
the securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts under separate indentures.


 


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Upon acceptance of appointment by any successor
trustee as provided in this Section 5.10, the Issuer shall mail notice thereof
by first-class mail to the Holders of Securities of any series for which such
successor trustee is acting as trustee at their last addresses as they shall
appear in the Security register.  If the
acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.9.  If the Issuer fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Issuer.


SECTION 5.11  Merger,
Conversion, Consolidation or Succession to Business of Trustee.  Any corporation or national banking
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation or national banking association
resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation or national banking association succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation or national banking
association shall be eligible under the provisions of Section 5.8, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities of
any series shall have been authenticated but not delivered, any such successor
to the 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 of any series 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 certificate shall have the full force which it is provided
anywhere in the Securities of such series or in this Indenture that the
certificate of the Trustee shall have; provided that the right to adopt
the certificate of authentication of any predecessor trustee or to authenticate
Securities of any series in the name of any predecessor trustee shall apply
only to its successor or successors by merger, conversion or consolidation.


ARTICLE SIX



CONCERNING THE SECURITYHOLDERS


SECTION 6.1  Evidence
of Action Taken by Securityholders. 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Securityholders of any or all series may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in person
or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. 
Proof of execution of any instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 5.1 and 5.2) conclusive in favor of the Trustee and the Issuer, if
made in the manner provided in this Article.


 


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SECTION 6.2  Proof
of Execution of Instruments and of Holding of Securities; Record Date.  Subject to Sections 5.1 and 5.2, the
execution of any instrument by a Securityholder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.  The holding of Securities
shall be proved by the Security register or by a certificate of the registrar
thereof.  The Issuer may set a record
date for purposes of determining the identity of holders of Securities of any
series entitled to vote or consent to any action referred to in Section 6.1,
which record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any
other provisions hereof, only Holders of Securities of such series of record on
such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.


SECTION 6.3  Holders
to be Treated as Owners.  The
Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and
treat the person in whose name any Security shall be registered upon the Security
register for such series 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 the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest on
such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.  All such payments
so made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.


SECTION 6.4  Securities
Owned by Issuer Deemed Not Outstanding. 
In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned
by the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Securities which the Trustee knows are so owned shall be
so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Issuer
or any other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities.  In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice.  Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 5.1 and 5.2, the Trustee
shall be entitled to accept 


 


31

















 


such
Officers’ Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.


SECTION 6.5  Right
of Revocation of Action Taken.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 6.1, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such
action so far as concerns such Security. 
Except as aforesaid any such action taken by the Holder of any Security
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. 
Any action taken by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action shall be conclusively binding
upon the Issuer, the Trustee and the Holders of all the Securities affected by
such action.


ARTICLE SEVEN



SUPPLEMENTAL INDENTURES


SECTION 7.1  Supplemental
Indentures Without Consent of Securityholders.  The Issuer, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:


(a)           to convey, transfer, assign, mortgage
or pledge to the Trustee as security for the Securities of one or more series
any property or assets;


(b)           to evidence the succession of another
corporation to the Issuer, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of the
Issuer pursuant to Article Eight;


(c)           to add to the covenants of the Issuer
such further covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of the
Holders of Securities, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth; provided
that, in respect of any such additional covenant, restriction, condition or
provision, such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such an Event of Default or may limit the remedies available to the Trustee
upon such an Event of Default or may limit the right of the Holders of a
majority 


 


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in aggregate principal amount of the Securities of
such series to waive such an Event of Default;


(d)           to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture; or to make such other provisions in
regard to matters or questions arising under this Indenture or under any
supplemental indenture as the Board of Directors may deem necessary or
desirable and which shall not adversely affect the interests of the Holders of
the Securities in any material respect;


(e)           to establish the form or terms of
Securities of any series as permitted by Sections 2.1 and 2.3; and


(f)            to evidence and provide for the
acceptance of appointment hereunder by a successor trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Section 5.10.


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


Any supplemental indenture authorized by the
provisions of this Section may be executed without the consent of the Holders
of any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 7.2.


SECTION 7.2  Supplemental
Indentures With Consent of Securityholders.  With the consent (evidenced as provided in Article Six) of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors, 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 of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each such series; provided
that no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.1 or the amount thereof provable in
bankruptcy pursuant to Section 4.2, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any 


 


33

















 


right of
repayment at the option of the Securityholder without the consent of the Holder
of each Security so affected, or (b) reduce the aforesaid percentage of
Securities of any series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each
Security so affected.


Upon the request of the Issuer, accompanied by a copy
of a resolution of the Board of Directors certified by the secretary or an
assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required
by Section 6.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture, or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


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


Promptly after the execution by the Issuer and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Issuer shall mail a notice thereof by first class mail to the
Holders of Securities of each series affected thereby at their addresses as
they shall appear on the registry books of the Issuer, setting forth in general
terms the substance of such supplemental indenture.  Any failure of the Issuer 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 7.3  Effect
of Supplemental Indenture.  Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders
of Securities of each series affected thereby 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 7.4  Documents
to Be Given to Trustee.  The
Trustee, subject to the provisions of Sections 5.1 and 5.2, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Seven complies with
the applicable provisions of this Indenture.


SECTION 7.5  Notation
on Securities in Respect of Supplemental Indentures.  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 form approved by the Trustee
for such series as to any matter provided for by such supplemental
indenture.  If the Issuer or the Trustee
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any modification of
this Indenture 


 


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contained
in any such supplemental indenture may be prepared by the Issuer, authenticated
by the Trustee and delivered in exchange for the Securities of such series then
outstanding.


ARTICLE EIGHT



CONSOLIDATION, MERGER, SALE OR CONVEYANCE


SECTION 8.1  Issuer
May Consolidate, etc., on Certain Terms. 
The Issuer covenants that it will not merge or consolidate with any
other corporation or sell or convey all or substantially all of its assets to
any Person, unless (i) either the Issuer shall be the continuing corporation,
or the successor corporation or the Person which acquires by sale or conveyance
substantially all the assets of the Issuer (if other than the Issuer) shall
expressly assume the due and punctual payment of the principal of and interest
on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and agreements of this
Indenture to be performed or observed by the Issuer, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such corporation,
and (ii) the Issuer or such successor corporation, as the case may be, shall
not, immediately after such merger or consolidation, or such sale or
conveyance, be in default in the performance of any such covenant or agreement.


SECTION 8.2  Successor
Corporation Substituted.  In case of
any such consolidation, merger, sale or conveyance in which the Issuer is not
the continuing corporation, and following such an assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Issuer, with the same effect as if it had been named herein.  Such successor corporation may cause to be
signed, and may issue either in its own name or in the name of the Issuer prior
to such succession any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Issuer and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All of the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


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


In the event of any such sale or conveyance (other
than a conveyance by way of lease) the Issuer or any successor corporation
which shall theretofore have become such in the manner described in this
Article shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved.


 


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SECTION 8.3  Opinion
of Counsel to Trustee.  The Trustee,
subject to the provisions of Sections 5.1 and 5.2, may receive an opinion of
Counsel, prepared in accordance with Section 10.5, as conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.


ARTICLE NINE



SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS


SECTION 9.1  Satisfaction
and Discharge of Indenture.  If at
any time (a) the Issuer shall have paid or caused to be paid the principal of
and interest on all the Securities of any series outstanding hereunder (other
than Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.9) as and when the
same shall have become due and payable, or (b) the Issuer shall have delivered
to the Trustee for cancellation all securities of any series theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.9) or (c) (i) all the securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or
may, at the option of the Issuer, be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the issuer in
accordance with Section 9.8) or direct obligations of the United States of
America, backed by its full faith and credit, maturing as to principal and
interest in such amounts and at such times as will insure the availability of
cash sufficient to pay at maturity or upon redemption all Securities of such
series (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.9) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior
to such date of maturity as the case may be, and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange of securities of such
series, and the Issuer’s right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii)
rights of holders to receive payments of principal thereof and interest thereon
upon the original stated due dates therefor (but not upon acceleration) and
remaining rights of the holders to receive mandatory sinking fund payments, if
any, in each case solely out of property so deposited with the Trustee, and
(iv) the rights, obligations and immunities of the Trustee hereunder, and the
Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an
Opinion of Counsel and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; provided that the rights of
Holders of the Securities to receive amounts in respect of principal of and
interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are 


 


36

















 


listed.  The Issuer agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any, services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.


SECTION 9.2  Issuer’s
Option to Effect Defeasance or Covenant Defeasance.  In addition to discharge of the Indenture
pursuant to Section 9.1, with respect to any series of Securities where the
exact amount of principal and interest due on which can be determined at the
time of making the deposit referred to in Section 9.5(a), the Issuer may at its
option by resolution of the Board of Directors elect at any time either (a) to
effect a defeasance (as defined in Section 9.3) of the Securities of such
series under Section 9.3 or (b) to effect a covenant defeasance (as defined in
Section 9.4) of the Securities of such series under Section 9.4, in each case
upon compliance with the applicable conditions set forth below in this Article
Nine.


SECTION 9.3  Defeasance
and Discharge.  Upon the Issuer’s
exercise of the option set forth in clause (a) of Section 9.2 with respect to
the Securities of a series, the issuer shall be deemed to have been discharged
from its obligations with respect to the Securities of such series on and after
the date the conditions precedent set forth in Section 9.5 are satisfied
(hereinafter, “defeasance”).  For this
purpose, such defeasance means that the Issuer shall be deemed to have paid and
discharged the entire indebtedness represented by the Securities of such series
and to have satisfied all its other obligations under the Securities of such
series and under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except for, (i) rights of registration of transfer and
exchange of Securities of such series, and the Issuer’s right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of holders to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the holders to receive mandatory
sinking fund payments, if any, in each case solely from the trust funds
described in Section 9.5(a); and (iv) the rights, obligations and immunities of
the Trustee hereunder.  Subject to
compliance with this Article Nine, the Issuer may exercise its option under
this Section 9.3, notwithstanding the prior exercise of its option under
Section 9.4 with respect to the Securities of such series.


SECTION 9.4  Covenant
Defeasance.  Upon the Issuer’s
exercise of the option set forth in clause (b) of Section 9.2 with respect to
the Securities of a series, the Issuer shall be released from its obligations
under Sections 3.7, 3.9 and 8.1 with respect to the Securities of such series
on and after the date the conditions precedent set forth in Section 9.5 are satisfied
(hereinafter, “covenant defeasance”). 
For this purpose, such covenant defeasance means that, with respect to
the Securities of such series, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document and such
omission to comply shall not constitute an Event of Default under Section 4.1,
but the remainder of this Indenture and such Securities shall be unaffected
thereby.


 


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SECTION 9.5  Conditions
to Defeasance or Covenant Defeasance. 
The following shall be the conditions precedent to the application of
either Section 9.3 or Section 9.4 to the Securities of such series:


(a)           The Issuer shall irrevocably have
deposited or caused to be deposited with the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to 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) direct obligations of the United States of America,
backed by its full faith and credit, which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment in respect
of the Securities of such series, money in an amount, or (iii) a combination
thereof, sufficient (without consideration of any reinvestment of such money,
principal or interest), in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (A) the principal of and interest on all
Securities of such series on each date such principal or interest is due and
payable and (B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of this Indenture and
the Securities of such series.  Before
such a deposit the Issuer may make arrangements satisfactory to the Trustee for
the redemption of the Securities of such series at a future date or dates in
accordance with Article Eleven, if applicable to the Securities of such series,
which shall be given effect in applying the foregoing.


(b)           No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with
respect to the Securities of such series shall have occurred and be continuing
(i) on the date of such deposit or (ii) insofar as Subsections 4.1(f) and
4.1(g) are concerned, at any time during the period ending on the 121st day
after the date of such deposit or, if longer, ending on the date following the
expiration of the longest preference period applicable to the Issuer in respect
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


(c)           Such defeasance or covenant
defeasance will not (i) cause the Trustee for the Securities of such series to
have a conflicting interest for purposes of the Trust Indenture Act of 1939
with respect to any securities of the Issuer or (ii) result in the trust
arising from such deposit to constitute, unless it is qualified as, a regulated
investment company under the Investment Company Act of 1940, as amended.


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


(e)           If the Securities of such series are
then listed on any national securities exchange registered under the Securities
Exchange Act of 1934, as amended, the Issuer 


 


38

















 


shall have delivered to the Trustee an Opinion of
Counsel to the effect that the exercise of the option under Section 9.3 or
Section 9.4, as the case may be, will not cause such Securities to be delisted.


(f)            In the case of an election under
Section 9.3, the Issuer shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Issuer has received from the United States
Internal Revenue Service (the “IRS”) a private letter ruling, (ii) there has
been published by the IRS a general revenue ruling, or (iii) since the date of
this Indenture there has been a change in the applicable Federal income tax
law, in each case to the effect that, and based thereon such opinion shall
confirm that, the holders of the Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred.


(g)           in the case of an election under
Section 9.4, the Issuer shall have delivered to the Trustee an opinion of
Counsel to the effect that the holders of the Securities of such series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.


(h)           Such defeasance or covenant
defeasance shall be effected in compliance with any additional terms,
conditions or limitations which may be imposed on the Issuer in connection
therewith pursuant to Section 2.3.


(i)            The Issuer shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the defeasance
under Section 9.3 or the covenant defeasance under Section 9.4 (as the case may
be) have been complied with.


SECTION 9.6  Application
by Trustee of Funds Deposited for Payment of Securities.  Subject to Section 9.8, all moneys deposited
with the Trustee pursuant to Section 9.1 or 9.5 shall be held in trust and
applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.


SECTION 9.7  Repayment
of Moneys Held by Paying Agent.  In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.


 


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SECTION 9.8  Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.  Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the principal of or interest on
any Security of any series and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Issuer by the Trustee for such
series or such paying agent, and the Holder of the Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect, and all liability of
the Trustee or any paying agent with respect to such moneys shall thereupon
cease.


SECTION 9.9  Indemnity
for Direct Obligations of the United States.  The Issuer shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or the direct
obligations of the United States of America deposited pursuant to Section 9.1
or Section 9.5 or the principal or interest received in respect of such
obligations.


SECTION 9.10  Reinstatement.  If the Trustee or the paying agent is unable
to apply any money or direct obligations of the United States of America in
accordance with Section 9.1 or Section 9.5 by reason of any legal proceedings
or order or judgment or any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuer’s
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Nine until such time as the Trustee or paying agent is permitted to
apply all such money in accordance with this Article Nine; provided
that, if the Issuer makes any payment of principal of or interest on any such
Security following the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the holders of such Securities to receive such
payment from the money or direct obligations of the United States of America
held by the Trustee or the paying agent.


ARTICLE TEN



MISCELLANEOUS PROVISIONS


SECTION 10.1  Incorporators,
Shareholders, Officers and Directors of Issuer Exempt from Individual Liability.  No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future shareholder,
officer or director, as such, of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for, and as a condition of, the issue of the
Securities.


SECTION 10.2  Provisions
of Indenture for the Sole Benefit of Parties and Securityholders.  Nothing in this Indenture or in the
Securities, expressed or implied, shall give 


 


40

















 


or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the Holders of
the Securities.


SECTION 10.3  Successors
and Assigns of Issuer Bound by Indenture. 
All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.


SECTION 10.4  Notices
and Demands on Issuer, Trustee and Securityholders.  Any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders of Securities to or on the Issuer may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Scientific Games Corporation, 750
Lexington Avenue, New York, New York 
10022, Attention: Secretary.  Any
notice, direction, request or demand by the Issuer or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made and received at the Corporate Trust office.


Where this Indenture provides for notice to Holders,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
entitled thereto, at his last address as it appears in the Security
register.  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.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.


In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail
notice to the Issuer and Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.


SECTION 10.5  Officers’
Certificates and Opinions of Counsel; Statements to Be Contained Therein.  Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating
that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


 


41

















 


Each certificate (other than those provided for in
Section 3.5 and Section 11.5) 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 shall include (a) a statement that the
person making such certificate or opinion has read such covenant or condition,
(b) 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, (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.


Any certificate, statement or opinion of an officer of
the Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous.  Any
certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Issuer, upon the certificate, statement or opinion of or
representations by an officer of officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous.


Any certificate, statement or opinion of an officer of
the Issuer or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Issuer, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous.


Any certificate or opinion of any firm of independent
public accountants filed with the Trustee shall contain a statement that such
firm is independent.


SECTION 10.6  Payments
Due on Saturdays, Sundays and Holidays. 
If the date of maturity of interest on or principal of the Securities of
any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.


SECTION 10.7  Conflict
of Any Provision of Indenture with Trust Indenture Act of 1939.  If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision included
in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939 (an “incorporated provision”), such incorporated
provision shall control.


 


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SECTION 10.8  New
York Law to Govern.  This Indenture
and each Security shall be deemed to be a contract under the laws of the State
of New York, and for all purposes shall be construed in accordance with the
laws of such State, without regard to principles of the conflict of laws
thereof.


SECTION 10.9  Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


SECTION 10.10  Effect
of Headings.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


ARTICLE ELEVEN



REDEMPTION OF SECURITIES AND SINKING FUNDS


SECTION 11.1  Applicability
of Article.  The provisions of this
Article shall be applicable to the securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
2.3 for Securities of such series.


SECTION 11.2  Notice
of Redemption; Partial Redemptions. 
Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such Holders of Securities of such series at their last addresses as they
shall appear upon the registry books. 
Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice.  Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.


The notice of redemption to each such Holder shall
specify the principal amount of each Security of such series held by such
Holder to be redeemed, the date fixed for redemption, the redemption price, the
place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and
that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue.  In case
any Security of a series is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.


 


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The notice of redemption of Securities of any series
to be redeemed at the option of the Issuer shall be given by the Issuer or, at
the Issuer’s request, by the Trustee in the name and at the expense of the
Issuer.


At least one Business Day prior to the redemption date
specified in the notice of redemption given as provided in this Section, the
Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.4) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption.  If less than all
the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 10 days before the notice of redemption
referred to in the first paragraph of this Section 11.2 is first mailed to
Holders, but no less than 45 days prior to the date fixed for redemption, an
Officers’ Certificate stating the aggregate principal amount of Securities to
be redeemed.


If less than all the Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate
and fair, Securities of such series to be redeemed in whole or in part.  Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof.  The
Trustee shall promptly notify the issuer in writing of the Securities of such
series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.


SECTION 11.3  Payment
of Securities Called for Redemption. 
If notice of redemption has been given as above provided, the Securities
or portions of Securities specified in such notice shall become due and payable
on the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue and, except as provided in Sections 5.5 and
9.8, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semiannual payment of interest becoming due on the
date fixed for redemption shall be payable to the Holders of such Securities
registered as such on the relevant record date subject to the terms and
provisions of Section 2.7 hereof.


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal shall, until paid or
duly provided for, bear interest from the date 


 


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fixed for redemption at the rate of interest or Yield
to Maturity (in the case of an Original Issue Discount Security) borne by the
Security.


Upon presentation of any Security redeemed in part
only, the Issuer shall execute and the Trustee shall authenticate and deliver
to or on the order of the Holder thereof, at the expense of the Issuer, a new
Security or Securities of such series, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.


SECTION 11.4  Exclusion
of Certain Securities from Eligibility for Selection for Redemption.  Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration
and certificate number in a written statement signed by an authorized officer
of the Issuer and delivered to the Trustee at least 40 days prior to the last
date on which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer.


SECTION 11.5  Mandatory
and Optional Sinking Funds.  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.”  The date on which a
sinking fund payment is to be made is herein referred to as the “sinking fund
payment date.”


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the
Issuer may at its option (a) deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except upon redemption pursuant to
the mandatory sinking fund) by the Issuer or receive credit for Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such series (not previously so
credited) redeemed by the Issuer through any optional redemption provision
contained in the terms of such series. 
Securities so delivered or credited shall be received or credited by the
Trustee at the sinking fund redemption price specified in such Securities.


On or before the forty-fifth day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the
Trustee a written statement (which need not contain the statements required by
Section 10.5) signed by an authorized officer of the Issuer (a) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series,
(b) stating that none of the Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived
or cured) and are continuing and (d) stating whether or not the Issuer intends
to exercise its right to make an optional sinking fund payment with respect to
such series and, if so, specifying the amount of such optional sinking fund
payment which the issuer intends to pay on 


 


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or before the next succeeding sinking fund payment
date.  Any Securities of such series to
be credited and required to be delivered to the Trustee in order for the Issuer
to be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such written statement (or reasonably promptly
thereafter if acceptable to the Trustee). 
Such written statement shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. 
Failure of the Issuer, on or before any such forty-fifth day, to deliver
such written statement and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date,
the irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in
this Section.


If the sinking fund payment or payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request)
with respect to the Securities of any particular series, such cash shall be
applied on the next succeeding sinking fund payment date to the redemption of
securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption.  If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available.  The Trustee shall select, in
the manner provided in Section 11.2, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by
the Issuer) inform the Issuer of the serial numbers of the Securities of such
series (or portions thereof) so selected. 
Securities of any series which are (a) owned by the Issuer or an entity
known by the Trustee to be directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer, as shown by the
Security register, and not known to the Trustee to have been pledged or
hypothecated by the Issuer or any such entity or (b) identified in an
officers’ Certificate at least 60 days prior to the sinking fund payment date
as being beneficially owned by, and not pledged or hypothecated by, the Issuer
or an entity directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer shall be excluded from
Securities of such series eligible for selection for redemption.  The Trustee, in the name and at the expense
of the Issuer (or the Issuer, if it shall so request the Trustee in writing)
shall cause notice of redemption of the Securities of such series to be given
in substantially the manner provided in Section 11.2 (and with the effect
provided in Section 11.3) for the redemption of Securities of such series in
part at the option of the Issuer.  The
amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section.  Any and all sinking fund moneys held on the stated maturity date
of the Securities of any particular series (or earlier, if such maturity is
accelerated) which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.


 


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At least one Business Day before each sinking fund
payment date, the Issuer shall pay to the Trustee in cash or shall otherwise
provide for the payment of all interest accrued to the date fixed for
redemption on Securities to be redeemed on the next following sinking fund
payment date.


The Trustee shall not redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or mail any notice of
redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Securities
or of any Event of Default except that, where the mailing of notice of
redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Issuer a sum sufficient for such redemption.  Except as aforesaid, any moneys in the
sinking fund for such series at the time when 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 deemed to
have been collected under Article Four and held for the payment of all such
Securities.  In case such Event of
Default shall have been waived as provided in Section 4.10 or the default cured
on or before the forty-fifth day preceding the sinking fund payment date in any
year, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of such
Securities.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of ________ __, 2003.


	
  SCIENTIFIC GAMES
  CORPORATION

  
	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



Attest:


	
  By:

  	
   

  



                           ,
as Trustee


 


 


	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



Attest:


	
  By: