EX-4.4 Form of Indenture (Subordinated Debt)



 





Exhibit 4.4




TERREMARK WORLDWIDE, INC.




TO




THE BANK OF NEW YORK TRUST COMPANY, N.A.,




as Trustee




GUARANTEED TO THE EXTENT SET FORTH HEREIN BY THE GUARANTORS

NAMED HEREIN.




INDENTURE




Dated as of _____________, 2007




SUBORDINATED DEBT SECURITIES




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	 	 	Section 101	 	Definitions
	 	 	1	 
	 	 	Section 102	 	Compliance Certificates and Opinions
	 	 	11	 
	 	 	Section 103	 	Form of Documents Delivered to Trustee
	 	 	12	 
	 	 	Section 104	 	Acts of Holders
	 	 	12	 
	 	 	Section 105	 	Notices, etc., to the Trustee and Company
	 	 	14	 
	 	 	Section 106	 	Notice to Holders; Waiver
	 	 	14	 
	 	 	Section 107	 	Effect of Headings and Table of Contents
	 	 	15	 
	 	 	Section 108	 	Successors and Assigns
	 	 	15	 
	 	 	Section 109	 	Separability Clause
	 	 	16	 
	 	 	Section 110	 	Benefits of Indenture
	 	 	16	 
	 	 	Section 111	 	No Personal Liability
	 	 	16	 
	 	 	Section 112	 	Governing Law
	 	 	16	 
	 	 	Section 113	 	Legal Holidays
	 	 	16	 
	 	 	Section 114	 	Waiver of Jury Trial
	 	 	17	 
	 	 	Section 115	 	Counterparts
	 	 	17	 
	 	 	Section 116	 	Force Majeure
	 	 	17	 
	 	 	 	 	 	 	 	 	 
	Article Two SECURITIES FORMS	 	 	17	 
	 	 	Section 201	 	Forms of Securities
	 	 	17	 
	 	 	Section 202	 	Form of Trustee’s Certificate of Authentication
	 	 	18	 
	 	 	Section 203	 	Securities Issuable in Global Form
	 	 	18	 
	 	 	Section 204	 	CUSIP, CINS or ISIN Numbers
	 	 	19	 
	 	 	 	 	 	 	 	 	 
	Article Three THE SECURITIES	 	 	19	 
	 	 	Section 301	 	Amount Unlimited; Issuable in Series
	 	 	19	 
	 	 	Section 302	 	Denominations
	 	 	23	 
	 	 	Section 303	 	Execution, Authentication, Delivery and Dating
	 	 	23	 
	 	 	Section 304	 	Temporary Securities
	 	 	25	 
	 	 	Section 305	 	Registration, Registration of Transfer and Exchange
	 	 	27	 
	 	 	Section 306	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	30	 
	 	 	Section 307	 	Payment of Interest; Interest Rights Preserved
	 	 	32	 
	 	 	Section 308	 	Persons Deemed Owners
	 	 	33	 
	 	 	Section 309	 	Cancellation
	 	 	34	 
	 	 	Section 310	 	Computation of Interest
	 	 	35	 
	 	 	 	 	 	 	 	 	 
	Article Four SATISFACTION AND DISCHARGE	 	 	35	 
	 	 	Section 401	 	Satisfaction and Discharge of Indenture
	 	 	35	 
	 	 	Section 402	 	Application of Trust Fund
	 	 	36	 
	 	 	 	 	 	 	 	 	 
	Article Five REMEDIES	 	 	36	 
	 	 	Section 501	 	Events of Default
	 	 	36	 
	 	 	Section 502	 	Acceleration of Maturity; Rescission and Annulment
	 	 	38	 
	 	 	Section 503	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	39	 






(i)









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	Section 504	 	Trustee May File Proofs of Claim
	 	 	40	 
	 	 	Section 505	 	Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	41	 
	 	 	Section 506	 	Application of Money Collected
	 	 	41	 
	 	 	Section 507	 	Limitation on Suits
	 	 	41	 
	 	 	Section 508	 	Unconditional Right of Holders to Receive Principal, Premium or
Make-Whole Amount, if any, Interest and Additional Amounts
	 	 	42	 
	 	 	Section 509	 	Restoration of Rights and Remedies
	 	 	42	 
	 	 	Section 510	 	Rights and Remedies Cumulative
	 	 	42	 
	 	 	Section 511	 	Delay or Omission Not Waiver
	 	 	43	 
	 	 	Section 512	 	Control by Holders of Securities
	 	 	43	 
	 	 	Section 513	 	Waiver of Past Defaults
	 	 	43	 
	 	 	Section 514	 	Waiver of Stay or Extension Laws
	 	 	44	 
	 	 	Section 515	 	Undertaking for Costs
	 	 	44	 
	 	 	 	 	 	 	 	 	 
	Article Six THE TRUSTEE	 	 	44	 
	 	 	Section 601	 	Notice of Defaults
	 	 	44	 
	 	 	Section 602	 	Certain Rights of Trustee
	 	 	45	 
	 	 	Section 603	 	Not Responsible for Recitals or Issuance of Securities
	 	 	46	 
	 	 	Section 604	 	May Hold Securities
	 	 	46	 
	 	 	Section 605	 	Money Held in Trust
	 	 	47	 
	 	 	Section 606	 	Compensation and Reimbursement
	 	 	47	 
	 	 	Section 607	 	Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	48	 
	 	 	Section 608	 	Resignation and Removal; Appointment of Successor
	 	 	48	 
	 	 	Section 609	 	Acceptance of Appointment By Successor
	 	 	49	 
	 	 	Section 610	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	50	 
	 	 	Section 611	 	Appointment of Authenticating Agent
	 	 	51	 
	 	 	 	 	 	 	 	 	 
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	52	 
	 	 	Section 701	 	Disclosure of Names and Addresses of Holders
	 	 	52	 
	 	 	Section 702	 	Reports by Trustee
	 	 	52	 
	 	 	Section 703	 	Reports by Company
	 	 	53	 
	 	 	Section 704	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	53	 
	 	 	 	 	 	 	 	 	 
	Article Eight CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 	 	54	 
	 	 	Section 801	 	Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions
	 	 	54	 
	 	 	Section 802	 	Rights and Duties of Successor Corporation
	 	 	54	 
	 	 	Section 803	 	Officers’ Certificate and Opinion of Counsel
	 	 	55	 
	 	 	 	 	 	 	 	 	 
	Article Nine SUPPLEMENTAL INDENTURES	 	 	55	 
	 	 	Section 901	 	Supplemental Indentures Without Consent of Holders
	 	 	55	 
	 	 	Section 902	 	Supplemental Indentures With Consent of Holders
	 	 	57	 
	 	 	Section 903	 	Execution of Supplemental Indentures
	 	 	58	 
	 	 	Section 904	 	Effect of Supplemental Indentures
	 	 	58	 
	 	 	Section 905	 	Conformity with Trust Indenture Act
	 	 	58	 
	 	 	Section 906	 	Reference in Securities to Supplemental Indentures
	 	 	58	 
	 	 	Section 907	 	Notice of Supplemental Indentures
	 	 	59	 






(ii)









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	Article Ten COVENANTS	 	 	 	 	59	 
	 	 	Section 1001	 	Payment of Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts
	 	 	59	 
	 	 	Section 1002	 	Maintenance of Office or Agency
	 	 	59	 
	 	 	Section 1003	 	Money for Securities Payments to Be Held in Trust
	 	 	61	 
	 	 	Section 1004	 	(Omitted)
	 	 	62	 
	 	 	Section 1005	 	Existence
	 	 	62	 
	 	 	Section 1006	 	Maintenance of Properties
	 	 	62	 
	 	 	Section 1007	 	Insurance
	 	 	63	 
	 	 	Section 1008	 	Payment of Taxes and Other Claims
	 	 	63	 
	 	 	Section 1009	 	Provision of Financial Information
	 	 	63	 
	 	 	Section 1010	 	Statement as to Compliance
	 	 	63	 
	 	 	Section 1011	 	Additional Amounts
	 	 	64	 
	 	 	Section 1012	 	Waiver of Certain Covenants
	 	 	65	 
	 	 	 	 	 	 	 	 	 
	Article Eleven REDEMPTION OF SECURITIES	 	 	65	 
	 	 	Section 1101	 	Applicability of Article
	 	 	65	 
	 	 	Section 1102	 	Election to Redeem; Notice to Trustee
	 	 	65	 
	 	 	Section 1103	 	Selection by Trustee of Securities to Be Redeemed
	 	 	65	 
	 	 	Section 1104	 	Notice of Redemption
	 	 	66	 
	 	 	Section 1105	 	Deposit of Redemption Price
	 	 	67	 
	 	 	Section 1106	 	Securities Payable on Redemption Date
	 	 	67	 
	 	 	Section 1107	 	Securities Redeemed in Psrt
	 	 	68	 
	 	 	 	 	 	 	 	 	 
	Article Twelve SINKING FUNDS	 	 	69	 
	 	 	Section 1201	 	Applicability of Article
	 	 	69	 
	 	 	Section 1202	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	69	 
	 	 	Section 1203	 	Redemption of Securities for Sinking Fund
	 	 	69	 
	 	 	 	 	 	 	 	 	 
	Article Thirteen REPAYMENT AT THE OPTION OF HOLDERS	 	 	70	 
	 	 	Section 1301	 	Applicability of Article
	 	 	70	 
	 	 	Section 1302	 	Repayment of Securities
	 	 	70	 
	 	 	Section 1303	 	Exercise of Option
	 	 	70	 
	 	 	Section 1304	 	When Securities Presented for Repayment Become Due and Payable
	 	 	71	 
	 	 	Section 1305	 	Securities Repaid in Part
	 	 	72	 
	 	 	 	 	 	 	 	 	 
	Article Fourteen DEFEASANCE AND COVENANT DEFEASANCE	 	 	72	 
	 	 	Section 1401	 	Applicability of Article; Company’s Option to Effect Defeasance
or Covenant Defeasance
	 	 	72	 
	 	 	Section 1402	 	Defeasance and Discharge
	 	 	72	 
	 	 	Section 1403	 	Covenant Defeasance
	 	 	73	 
	 	 	Section 1404	 	Conditions to Defeasance or Covenant Defeasance
	 	 	73	 
	 	 	Section 1405	 	Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	75	 
	 	 	 	 	 	 	 	 	 
	Article Fifteen MEETINGS OF HOLDERS OF SECURITIES	 	 	76	 
	 	 	Section 1501	 	Purposes for Which Meetings May Be Called
	 	 	76	 
	 	 	Section 1502	 	Call, Notice and Place of Meetings
	 	 	76	 
	 	 	Section 1503	 	Persons Entitled to Vote at Meetings
	 	 	77	 






(iii)









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	Section 1504	 	Quorum; Action
	 	 	77	 
	 	 	Section 1505	 	Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	78	 
	 	 	Section 1506	 	Counting Votes and Recording Action of Meetings
	 	 	79	 
	 	 	Section 1507	 	Evidence of Action Taken by Holders
	 	 	79	 
	 	 	Section 1508	 	Proof of Execution of Instruments
	 	 	80	 
	 	 	 	 	 	 	 	 	 
	Article Sixteen CONVERSION OR EXCHANGE OF SECURITIES	 	 	80	 
	 	 	Section 1601	 	Applicability of Article
	 	 	80	 
	 	 	Section 1602	 	Election to Exchange; Notice to Trustee and Holders
	 	 	80	 
	 	 	Section 1603	 	No Fractional Shares
	 	 	80	 
	 	 	Section 1604	 	Adjustment of Conversion Rate or Exchange Rate
	 	 	81	 
	 	 	Section 1605	 	Payment of Certain Taxes Upon Exchange
	 	 	81	 
	 	 	Section 1606	 	Shares Free and Clear
	 	 	81	 
	 	 	Section 1607	 	Cancellation of Security
	 	 	82	 
	 	 	Section 1608	 	Duties of Trustee Regarding Exchange and Conversion
	 	 	82	 
	 	 	Section 1609	 	Repayment of Certain Funds Upon Exchange or Conversion
	 	 	82	 
	 	 	Section 1610	 	Exercise of Conversion or Exchange Privilege
	 	 	82	 
	 	 	Section 1611	 	Effect of Consolidation or Merger on Exchange or Conversion Privilege
	 	 	84	 
	 	 	 	 	 	 	 	 	 
	Article Seventeen SUBORDINATION	 	 	85	 
	 	 	Section 1701	 	Agreement to Subordinate
	 	 	85	 
	 	 	Section 1702	 	Liquidation; Dissolution; Bankruptcy
	 	 	85	 
	 	 	Section 1703	 	Default on Senior Debt
	 	 	85	 
	 	 	Section 1704	 	Acceleration of Securities
	 	 	86	 
	 	 	Section 1705	 	When Distribution Must Be Paid Over
	 	 	86	 
	 	 	Section 1706	 	Notice by Company
	 	 	86	 
	 	 	Section 1707	 	Subrogation
	 	 	86	 
	 	 	Section 1708	 	Relative Rights
	 	 	86	 
	 	 	Section 1709	 	Subordination May Not Be Impaired by Company
	 	 	87	 
	 	 	Section 1710	 	Distribution or Notice to Representative
	 	 	87	 
	 	 	Section 1711	 	Notice to Trustee
	 	 	87	 
	 	 	Section 1712	 	Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	88	 
	 	 	Section 1713	 	Trustee Not Fiduciary for Holders of Senior Debt
	 	 	88	 
	 	 	Section 1714	 	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights
	 	 	88	 
	 	 	 	 	 	 	 	 	 
	Article Eighteen GUARANTEES	 	 	88	 
	 	 	Section 1801	 	Guarantee
	 	 	88	 






Testimonium

Signatures and Seals

Acknowledgements

Exhibit A — Forms of Certification




     Reconciliation and tie between Trust Indenture Act of 1939, as amended (the “1939
Act”), and Indenture, dated as of ___, 2007.



(iv)









 





	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section	 
	Section 310(a)(1)
	 	 	607	 
	(a)(2)
	 	 	607	 
	(b)
	 	 	608	 
	Section 312(c)
	 	 	701	 
	Section 314(a)
	 	 	703	 
	(a)(4)
	 	 	1010	 
	(c)(1)
	 	 	102	 
	(c)(2)
	 	 	102	 
	(e)
	 	 	102	 
	Section 315(b)
	 	 	601
101	 
	Section 316(a) (last sentence)
	 	(“Outstanding”)
	 
	 	 	 
	(a)(1)(A)
	 	 	502, 512	 
	(a)(1)(B)
	 	 	513	 
	(b)
	 	 	508	 
	Section 317(a)(1)
	 	 	503	 
	(a)(2)
	 	 	504	 
	Section 318(a)
	 	 	112	 
	(c)
	 	 	112	 






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



     Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every
qualified indenture, whether or not physically contained therein.




(v)









 








INDENTURE




     INDENTURE, dated as of ___, 2007, by and between TERREMARK WORLDWIDE,
INC., a Delaware corporation (hereinafter called the “Company”), having its principal
office at 2601 South Bayshore Drive, Miami, Florida 33133, the guarantors listed on Schedule I
hereto as such schedule may be amended from time to time (herein called the “Guarantors”),
and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national association, as Trustee hereunder
(hereinafter called the “Trustee”), having its Corporate Trust Office at 10161 Centurion
Parkway, 2nd Floor, Jacksonville, Florida 32256.



RECITALS OF THE COMPANY




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



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 101 Definitions.



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



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




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




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




1









 








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




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



     “Act” has the meaning specified in Section 104.



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



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.



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



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



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



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



     “Board of Directors” means either (i) the Board of Directors of the Company, the
executive committee or any other committee or director of that board duly authorized to act for it
in respect hereof, or (ii) one or more duly authorized officers of the Company to whom the Board of
Directors of the Company or a committee thereof has delegated the authority to act with respect to
the matters contemplated by this Indenture.



     “Board Resolution” means (i) a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors or a
committee thereof, and to be in full force and effect on the date of such certification, and
delivered to the Trustee or (ii) a certificate signed by the authorized officer or officers of the
Company to whom the Board of Directors of the Company or a committee thereof has delegated
its authority (as described in the definition of Board of Directors), and in each case,
delivered to the Trustee.



2









 





     “Business Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that
is not (i) a legal holiday or a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive order to close, or
(ii) a day on which the Corporate Trust Office of the Trustee is closed for business.



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



     “Clearstream” means Clearstream Banking, S.A., Luxembourg, or its successor.



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



     “Common Depository” has the meaning specified in Section 304(b).



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



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



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



     “Corporate Trust Office” means the office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at 10161
Centurion Parkway, 2nd Floor, Jacksonville, Florida, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company).



3









 





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



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



     “Custodian” has the meaning specified in Section 501.



     “Debt” means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursement and indemnification obligations, and all other amounts payable
under or in respect of the following indebtedness of the Company for money borrowed, whether any
such indebtedness exists as of the date of the Indenture or is created, incurred, assumed or
guaranteed after such date:



                         any debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or similar
instrument (including purchase money obligations) given in connection with the acquisition of any
business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall
not include any account payable or other obligation created or assumed in the ordinary course of
business in connection with the obtaining of materials or services, or (c) which is a direct or
indirect obligation which arises as a result of banker’s acceptances or bank letters of credit
issued to secure obligations of the Company, or to secure the payment of revenue bonds issued for
the benefit of the Company, whether contingent or otherwise;



                         any debt of others described in the preceding clause (i) which the Company has guaranteed or
for which it is otherwise liable;



                         the obligation of the Company, as lessee under any lease of property which is reflected on the
Company’s balance sheet as a capitalized lease; and



                         any deferral, amendment, renewal, extension, supplement or refunding of any liability of the
kind described in any of the preceding clauses (i), (ii), and (iii); provided,
however, that, in computing indebtedness of the Company, there shall be excluded any
particular indebtedness if, upon or prior to the maturity thereof, there shall have been deposited
with a depository in trust money (or evidence of indebtedness if permitted by the instrument
creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness as
it becomes due, and the amount so deposited shall not be included in any computation of the assets
of the Company.



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



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



     “DTC” means The Depository Trust Company.



4









 





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



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



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



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



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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder by the Commission.



     “Exchange Date” has the meaning specified in Section 304.



     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the ECU, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of such governments,
which currency shall be acceptable to the Trustee.



     “GAAP” means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided that solely for purposes of
any calculation required by the financial covenants contained herein, “GAAP” shall mean
generally accepted accounting principles as used in the United States on the date hereof, applied
on a consistent basis.



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



     “Guarantee” means a guarantee by any Guarantor of an obligation under this Indenture.



5









 





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



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



     “Indexed Security” means a Security the terms of which provide that the principal
amount thereof payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance.



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



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



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



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



     “Officers’ Certificate” means a certificate signed by the President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, delivered to the Trustee and meeting the requirements of Section 102, to the extent
applicable.



6









 





     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel satisfactory to the Trustee and meeting the requirements
of Section 102, to the extent applicable.



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



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



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



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



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



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



                    (v) Securities converted into Capital Stock of the Company pursuant to or in accordance with
this Indenture if the terms of such Securities provide for convertibility pursuant to Section 301;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by Trust Indenture Act Section 313, (A) the principal amount of an
Original Issue Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and payable, at the time of
such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section
502, (B) the principal amount of any Security denominated in a Foreign Currency that may be counted
in making such determination or calculation and that shall be deemed Outstanding for such purpose
shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the

7









 








principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause (A) above) of such
Security, (C) the principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed outstanding for such purpose shall be equal
to the principal face amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Indexed Security pursuant to Section 301, and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. Upon the written request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all
Securities, if any, known by the Company to be owned by, held by or for the account of the Company,
or any other obligor on the Securities or any Affiliate of the Company or such obligor, and subject
to the provisions of Section 602, the Trustee shall be entitled to accept 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.




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



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



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



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



     “Properties” has the meaning specified in Section 1006.



8









 





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



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



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



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



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



     “Representative” means the indenture trustee or other trustee, agent or representative
for an issuance of Senior Debt.



     “Responsible Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs 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 such person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.



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



     “Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture;
provided, however, that if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall more particularly
mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of or within any series as to which such Person is not Trustee.



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



     “Senior Debt” means the principal, premium, if any, unpaid interest (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company whether or not a claim for post-filing interest is allowed in such
proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other
amounts payable under or in respect of the following indebtedness of the Company for money
borrowed,



9









 




whether any such indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:




                    (i) any debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or similar
instrument (including purchase money obligations) given in connection with the acquisition of any
business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall
not include any account payable or other obligation created or assumed in the ordinary course of
business in connection with the obtaining of materials or services, or (c) which is a direct or
indirect obligation which arises as a result of banker’s acceptances or bank letters of credit
issued to secure obligations of the Company, or to secure the payment of revenue bonds issued for
the benefit of the Company whether contingent or otherwise;



                    (ii) any debt of others described in the preceding clause (i) which the Company has guaranteed
or for which it is otherwise liable;



                    (iii) the obligation of the Company as lessee under any lease of property which is reflected
on the Company’s balance sheet as a capitalized lease; and



                    (iv) any deferral, amendment, renewal, extension, supplement or refunding of any liability of
the kind described in any of the preceding clauses (i), (ii), and (iii); provided,
however, that, in computing indebtedness of the Company, there shall be excluded any
particular indebtedness if, upon or prior to the maturity thereof, there shall have been deposited
with a depository in trust money (or evidence of indebtedness if permitted by the instrument
creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness as
it becomes due, and the amount so deposited shall not be included in any computation of the assets
of the Company; provided, further, that in computing the indebtedness of the
Company hereunder, there shall be excluded (1) any such indebtedness, obligation or liability
referred to in clauses (i) through (iii) above as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided that such
indebtedness, obligation or liability is not superior in right of payment to the Securities, or
ranks pari passu with the Securities, (2) any such indebtedness, obligation or liability which is
subordinated to indebtedness of the Company to substantially the same extent as or to a greater
extent than the Securities are subordinated and (3) the Securities. There is no limit on the amount
of Senior Debt that the Company may incur.



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



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



     “Stated Maturity” means, when used with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.



10









 





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



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



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



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



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



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



     Section 102 Compliance Certificates and Opinions.



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



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (excluding certificates delivered pursuant to Section 1010) shall include:



11









 





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




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




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




          (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.




     Section 103 Form of Documents Delivered to Trustee.



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



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



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



     Section 104 Acts of Holders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, whether in person or by proxies duly appointed in writing, at any meeting of Holders of



12









 




Securities of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided
in this Section. The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1506.




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



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



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



     (e) If the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to



13









 




the first solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given before or after such
record date, but only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.




     (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.



     Section 105 Notices, etc., to the Trustee and Company.



     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to or
filed with,



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




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




     Section 106 Notice to Holders; Waiver.



     Where this Indenture provides for notice of any event to Holders of Registered Securities by
the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder
affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice



14









 




mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such notice.




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



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



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



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



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



     Section 107 Effect of Headings and Table of Contents.



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



     Section 108 Successors and Assigns.



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



15









 





     Section 109 Separability Clause.



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



     Section 110 Benefits of Indenture.



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



     Section 111 No Personal Liability.



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



     Section 112 Governing Law.



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



     Section 113 Legal Holidays.



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



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     Section 114 Waiver of Jury Trial.



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



     Section 115 Counterparts.



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



     Section
116 Force Majeure.



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



ARTICLE TWO

SECURITIES FORMS




     Section 201 Forms of Securities.



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



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



     The definitive Securities and coupons shall be printed, lithographed or engraved or produced
by any combination of these methods on a steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the officers of the



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Company executing such Securities or coupons, as evidenced by their execution of such
Securities or coupons.




     Section 202 Form of Trustee’s Certificate of Authentication.




     Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially
the following form:



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Section 203 Securities Issuable in Global Form.



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



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



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



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



     Section 204 CUSIP, CINS or ISIN Numbers.



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



ARTICLE THREE

THE SECURITIES




     Section 301 Amount Unlimited; Issuable in Series.



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



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



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




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




19









 








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




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




          (5) the place or places, if any, other than or in addition to the City of Jacksonville,
Florida or the Borough of Manhattan, The City of New York, where the principal of (and premium or
Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in
respect of, Securities of or within the series shall be payable, any Registered Securities of or
within the series may be surrendered for registration of transfer, exchange or conversion and
notices or demands to or upon the Company in respect of the Securities of or within the series and
this Indenture may be served;




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




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




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




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




          (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal

20









 








amount of Securities of or within the series that is convertible in accordance with the
provisions of this Indenture, or the method by which such portion shall be determined;




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




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




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




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




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




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

21









 








the manner provided in Section 305, and, if Registered Securities of or within the series are
to be issuable as a global Security, the identity of the depository for such series;




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




          (18) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall
be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto
as they severally mature, and the extent to which, or the manner in which, any interest payable on
a temporary global Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;




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




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




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




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




          (23) the obligation, if any, of the Company to permit the conversion of the Securities of such
series into shares of Capital Stock of the Company and the terms and conditions upon which such
conversion shall be effected (including, without limitation, the initial conversion price or rate,
the conversion period, any adjustment of the applicable conversion price or rate and any
requirements relative to the reservation of such shares for purposes of conversion);




          (24) if convertible, any applicable limitations on the ownership or transferability of the
Capital Stock into which such Securities are convertible; and




          (25) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture except as permitted by Section 905).




22









 








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



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



     Section 302 Denominations.



     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series other than Bearer Securities issued in global form (which
may be of any denomination), shall be issuable in denominations of $5,000.



     Section 303 Execution, Authentication, Delivery and Dating.



     The Securities and any coupons appertaining thereto shall be executed on behalf of the Company
by its President or a Vice President, under its corporate seal reproduced thereon, and attested by
its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in connection with
its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 301 a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security



23









 




shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in the
form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with
respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to
the earlier of the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms
of such temporary Security and this Indenture. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest
then matured have been detached and canceled.




     If all of the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon:



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



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



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



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



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



24









 





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



     The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or
immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.



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



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



     Section 304 Temporary Securities.



     (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as the
officers of the Company executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. In the case of Securities of any series, such temporary Securities
may be in global form.



     Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at



25









 





the office or agency of the Company in a Place of Payment for that series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series.



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



     Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the
Company shall deliver to the Trustee definitive Securities, in an aggregate principal amount equal
to the principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common Depository to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of or within the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security, if any, held for its
account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security, if any, held for its
account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303. Unless otherwise specified in such temporary
global Security, the interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case
may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the
case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other
form as may be



26









 




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




     Section 305 Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency of the Company in a Place of Payment a register for each series of Securities (the
registers maintained in such office or in any such office or agency of the Company in a Place of
Payment being herein sometimes referred to collectively as the “Security Register”) in
which, subject to such reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office,



27









 




is hereby initially appointed “Security Registrar” for the purpose of registering
Registered Securities and transfers of Registered Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the
right to examine the Security Register at all reasonable times and to require that a copy of the
Security Register in written form be delivered to it from time to time as reasonably requested.




     Subject to the provisions of this Section 305, upon surrender for registration of transfer of
any Registered Security of any series at any office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount, bearing a number
not contemporaneously outstanding, and containing identical terms and provisions. Subject to the
provisions of this Section 305, at the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any authorized denomination
or denominations and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any such office or
agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with respect to any series
of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for
Registered Securities. If (but only if) permitted as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security
is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when



28









 




due in accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the holder making the exchange is entitled to receive.




     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If the
depository for any permanent global Security is DTC, then, unless the terms of such global Security
expressly permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depository for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange
Act if so required by applicable law or regulation, the Company shall appoint a successor
depository with respect to such global Security or Securities. If (x) a successor depository for
such global Security or Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depository for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding Securities (but
not less than all) of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities (provided, however, the
Company may not make such determination during the 40-day restricted period provided by Regulation
S under the Securities Act or during any other similar period during which the Securities must be
held in global form as may be required by the Securities Act), then the Company shall execute, and
the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal amount of such
global Security or Securities. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such an interest for Securities of such series and of
like tenor and principal amount of another authorized form and denomination, as specified as
contemplated by Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the Company shall execute, and
the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner’s interest in such permanent global
Security. On or after the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered for exchange by DTC or such other depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such
purpose; provided, however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be among those
selected for redemption; and provided further that no Bearer Security delivered in exchange for a
portion of a permanent global Security shall be mailed or otherwise delivered to any location in
the United States. If a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such exchange occurs on
(i) any Regular Record



29









 




Date and before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but will be payable on
such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to
whom interest in respect of such portion of such permanent global Security is payable in accordance
with the provisions of this Indenture.




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



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



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



     The Company or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to
be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption
and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register
the transfer of or exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the portion thereof not to
be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided
that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue
or to register the transfer or exchange of any Security which has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be so repaid.



     Section 306 Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of either of them



30









 




harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to
the coupons, if any, appertaining to the surrendered Security.




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



     Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to
coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if any), any interest on
and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining thereto.



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



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



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



31









 





     Section 307 Payment of Interest; Interest Rights Preserved.



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



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



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



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



     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2)
below:



          (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such
series and the date of the proposed payment (which shall not be less than 20 days after such notice
is received by the Trustee), and at the same time the Company shall

32









 








deposit with the Trustee an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series) equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice (which notice shall be prepared by the Company) of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Securities of such series at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a
Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of business at such
office or agency on any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest
will not be payable on such proposed date of payment in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture.




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




     Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



     Section 308 Persons Deemed Owners.



     Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium or Make-Whole Amount, if any), and (subject



33









 




to Section 305 and Section 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.




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



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



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



     Section 309 Cancellation.



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



34









 





     Section 310 Computation of Interest.



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



ARTICLE FOUR

SATISFACTION AND DISCHARGE




     Section 401 Satisfaction and Discharge of Indenture.



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



          (1) either




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



               (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation



                    have become due and payable, or



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



                    if redeemable at the option of the Company, are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii)
or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are payable, sufficient to
pay and discharge the entire indebtedness on such Securities and such coupons not theretofore
delivered to the Trustee for cancellation, for principal (and



35









 




premium or Make-Whole Amount, if any) and interest, and any Additional Amounts with respect
thereto, to the date of such deposit (in the case of Securities which have become due and payable)
or the Stated Maturity or Redemption Date, as the case may be;




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




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




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



     In the event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this
Indenture only if requested to do so with respect to Securities of a particular series as to which
it is Trustee and if the other conditions thereto are met.



     Section 402 Application of Trust Fund.



     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if
any), and any interest and Additional Amounts for whose payment such money has been deposited with
or received by the Trustee, but such money need not be segregated from other funds except to the
extent required by law.



ARTICLE FIVE

REMEDIES




     Section 501 Events of Default.



     Subject to any modifications, additions or deletions relating to any series of Securities as
contemplated pursuant to Section 301, “Event of Default,” wherever used herein with respect
to any particular series of Securities, means any one of the following events (whatever the reason
for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):



          (1) default in the payment of any interest upon or any Additional Amounts payable in respect
of any Security of or within that series or of any coupon appertaining thereto,

36









 








when such interest, Additional Amounts or coupon becomes due and payable, and continuance of
such default for a period of 30 days; or




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




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




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




          (5) default under a bond, debenture, note, mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by
the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which
the Company is directly responsible or liable as obligor or guarantor), having a principal amount
outstanding in excess of $10,000,000 (other than indebtedness which is non-recourse to the Company
or the Subsidiaries), whether such indebtedness now exists or shall hereafter be created, which
default shall have resulted in such indebtedness being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such indebtedness having been
discharged, or such acceleration having been rescinded or annulled, within a period of 30 days
after there shall have been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default and requiring the
Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a “Notice of Default” hereunder; or




          (6) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees
against the Company or any of its Subsidiaries in an aggregate amount (excluding amounts covered by
insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged,
unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess
of $10,000,000 for a period of 60 consecutive days; or




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




               (A) commences a voluntary case,



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



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



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



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




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



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



               (C) orders the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or



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




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



     Section 502 Acceleration of Maturity; Rescission and Annulment.



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



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



          (1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such series is payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series):




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



38









 





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



               (C) to the extent that payment of such interest is lawful, interest upon overdue installments
of interest and any Additional Amounts at the rate or rates borne by or provided for in such
Securities; and



               (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



          (2) all Events of Default with respect to Securities of that series, other than the nonpayment
of the principal of (or premium or Make-Whole Amount, if any) or interest on Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.




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



     Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if:



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




          (2) default is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity, then the Company will, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, with interest upon any
overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installments of interest or Additional
Amounts, if any, at the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.




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



39









 




law out of the property of the Company or any other obligor upon such Securities of such
series, wherever situated.




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



     Section 504 Trustee May File Proofs of Claim.



     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium or Make-Whole Amount, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:



                    to file and prove a claim for the whole amount, or such lesser amount as may be provided for
in the Securities of such series, of principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and



                    to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to the Trustee, and in
the event that the Trustee shall consent, in writing, to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due the Trustee or any predecessor Trustee under Section 606.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.



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     Section 505 Trustee May Enforce Claims Without Possession of Securities or Coupons.



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



     Section 506 Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium or Make-Whole Amount, if any) or interest and any Additional
Amounts, upon presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section
606,



     SECOND: To the payment of the amounts then due and unpaid upon the Securities and coupons for
principal (and premium or Make-Whole Amount, if any) and interest and any Additional Amounts
payable, in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the aggregate amounts due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any), interest and
Additional Amounts, respectively, and



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



     Section 507 Limitation on Suits.



     No Holder of any Security of any series or any related coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:



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




          (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;




41









 








          (3) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with such request;




          (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and




          (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series; it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forebearance
are unduly prejudicial to Holders), or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.




     Section 508 Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, Interest and Additional Amounts.



     Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium or Make-Whole Amount, if any) and (subject to Section 305 and Section 307) interest
on, and any Additional Amounts in respect of, such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to convert or exchange such Securities in accordance with Article Sixteen to
institute suit for the enforcement of any such payment, conversion or exchange and such rights
shall not be impaired without the consent of such Holder.



     Section 509 Restoration of Rights and Remedies.



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



     Section 510 Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The



42









 




assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.




     Section 511 Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or
coupons, as the case may be.



     Section 512 Control by Holders of Securities.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series, provided that



          (1) such direction shall not be in conflict with any rule of law or with this Indenture,




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




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




     Section 513 Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series and any related
coupons consent to the waiver of any past default hereunder with respect to such series and its
consequences, except a default



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




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




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



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     Section 514 Waiver of Stay or Extension Laws.



     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



     Section 515 Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of 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 Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on or Additional Amounts payable with respect to any Security on or after the respective
Stated Maturities expressed in such Security (or in the case of redemption, on or after the
Redemption Date).



ARTICLE SIX

THE TRUSTEE




     Section 601 Notice of Defaults.



     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest on or any Additional Amounts
with respect to any Security of such series, or in the payment of any sinking fund installment with
respect to the Securities of such series, the Trustee shall be protected in withholding such notice
if and so long as Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice to Holders shall
be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Securities of such series.



44









 





     Section 602 Certain Rights of Trustee.



     Subject to the provisions of TIA Section 315(a) through 315(d):



          (1) the Trustee shall perform only such duties as are expressly undertaken by it to perform
under this Indenture and no implied covenants or obligations shall be read into this Indenture
against the Trustee;




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




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




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




          (5) the Trustee may consult with counsel of its choice and as a condition to the taking,
suffering or omission of any action hereunder may demand an Opinion of Counsel, and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;




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




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




45









 








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




          (9) the Trustee shall not be liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture. The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it;




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




          (11) the Trustee shall not be deemed to have notice of any Default or Event of Default unless
a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture;




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




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




     Section 603 Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities
or coupons, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.



     Section 604 May Hold Securities.



     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of
the Company, in its individual or any other capacity, may become the owner or pledgee



46









 




of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.




     Section 605 Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on, or investment
of, any money received by it hereunder.



     Section 606 Compensation and Reimbursement.



     The Company agrees:



          (1) to pay to the Trustee from time to time reasonable compensation for all services rendered
by it hereunder, including extraordinary services rendered in connection with or during the
continuation of a default hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);




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




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




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



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(7) or (8), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or other similar law.



     The provisions of this Section shall survive the termination of this Indenture or the
resignation or removal of the Trustee.



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     Section 607 Corporate Trustee Required; Eligibility; Conflicting Interests.



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



     Section 608 Resignation and Removal; Appointment of Successor.



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



     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.



     (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Trustee and to the Company, if at any time:



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




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




          (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant
to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or Trustees.




48









 








     (d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to Securities of such series.



     (e) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



     Section 609 Acceptance of Appointment By Successor.



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



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not



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retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee, upon payment of any amounts due and owing to it, its agent or
counsel hereunder, shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.




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



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



     Section 610 Merger, Conversion, Consolidation or Succession to Business.



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



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     Section 611 Appointment of Authenticating Agent.



     At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption or repayment thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and
doing business and in good standing under the laws of the United States of America or of any State
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $25,000,000 and subject to supervision or examination
by Federal or State authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.



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



     An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee for such series
may appoint a successor Authenticating Agent which shall be reasonably acceptable to the Company
and shall give notice of such appointment to all Holders of Securities of or within the series with
respect to which such Authenticating Agent will serve in the manner set forth in Section 106. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its



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predecessor hereunder, with like effect as if originally named as an Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions
of this Section.




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



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



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/
 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                        /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





     Section 701 Disclosure of Names and Addresses of Holders.



     Every Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor
any Paying Agent nor any Security Registrar nor any director, officer, agent or employee of any of
them shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities or coupons in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).



     Section 702 Reports by Trustee.



     Within 60 days after March 15 of each year commencing with the first March 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all



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Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such March
15 if and to the extent required by TIA Section 313(a).




     Section 703 Reports by Company.



     The Company will:



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




          (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and




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




     Section 704 Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee:



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



                         (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, provided, however, that, so long as the
Trustee is the Security Registrar, no such lists shall be required to be furnished.



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ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




     Section 801 Consolidations and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions.



     The Company may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other Person, provided that in any such case, (i) either the
Company shall be the continuing entity, or the successor (if other than the Company) entity shall
be a Person organized and existing under the laws of the United States or a State thereof and such
successor entity shall expressly assume the due and punctual payment of the principal of (and
premium or Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1011) on all of the Securities, according to their tenor, and the due
and punctual performance and observance of all of the covenants and conditions of this Indenture to
be performed by the Company by supplemental indenture, complying with Article Nine hereof,
satisfactory to the Trustee, executed and delivered to the Trustee by such Person and (ii)
immediately after giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.



     Section 802 Rights and Duties of Successor Corporation.



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



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



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     Section 803 Officers’ Certificate and Opinion of Counsel.



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



ARTICLE NINE

SUPPLEMENTAL INDENTURES




     Section 901 Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders of Securities or coupons, the Company, when authorized by
or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:



          (1) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities contained; or




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




          (3) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of less than all
series of Securities, stating that such Events of Default are expressly being included solely for
the benefit of such series); provided, however, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies available to the
Trustee upon such default or may limit the right of the Holders of a majority in aggregate
principal amount of that or those series of Securities to which such additional Events of Default
apply to waive such default; or




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




55









 








          (5) to add to, change or eliminate any of the provisions of this Indenture in respect of any
series of Securities, provided that any such addition, change or elimination shall (i) neither (A)
apply to any Security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision, nor (B) modify the rights of the Holder of any such
Security with respect to such provision; or (ii) become effective only when there is no Security
Outstanding; or




          (6) to secure the Securities; or




          (7) to establish the form or terms of Securities of any series and any related coupons as
permitted by Section 201 and Section 301, including (i) the provisions and procedures relating to
Securities convertible into or exchangeable for other securities or property of the Company or (ii)
the addition or modification of any of the provisions of this Indenture as shall be necessary or
desirable to provide for or facilitate the guarantee of such Securities by one or more Guarantors;
or




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




          (9) to make provision for the subordination of Securities of a series or to make provision
with respect to the conversion or exchange rights of Holders pursuant to the requirements of
Article Sixteen, including providing for the conversion or exchange of the Securities into any
security or property of the Company or any other issuer; or




          (10) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture which shall not be inconsistent with
the provisions of this Indenture or to make any other changes, provided that in each case, such
provisions shall not adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or




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




          (12) to amend Schedule I attached hereto to add and/or remove one or more Guarantors;
provided, that no such amendment shall remove any Guarantor that has guaranteed any Securities
Outstanding hereunder; or




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




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     Section 902 Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities and any related coupons under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby:



     (1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any,
on) or any installment of principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect
thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 1011 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security or Make-Whole Amount, if any, that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or currencies in which, the
principal of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in
respect thereof or the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be); or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or reduce the requirements of Section 1504 for quorum or voting;



     (3) modify any of the provisions of this Section, Section 513 or Section 1012, except to
increase the required percentage to effect such action or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby;



     (4) make any change that adversely affects the right to convert or exchange any Security as
provided in Article Sixteen or pursuant to Section 301 (except as permitted by Section 901(9)) or
decrease the conversion or exchange rate or increase the conversion or exchange price of any such
Security; or



     (5) modify the Guarantees in any manner adverse to the Holders or make any amendment referred
to in the proviso to Section 901(12).



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



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



     Section 903 Execution of Supplemental Indentures.



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



     Section 904 Effect of Supplemental Indentures.



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



     Section 905 Conformity with Trust Indenture Act.



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



     Section 906 Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.



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     Section 907 Notice of Supplemental Indentures.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of
each Outstanding Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture.



ARTICLE TEN

COVENANTS




     Section 1001 Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts.



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



     Section 1002 Maintenance of Office or Agency.



     If Securities of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or exchange, where Securities of that series
may be converted or exchanged in accordance with Article Sixteen and where notices and demands to
or upon the Company in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company will maintain: (A) in the
City of Jacksonville, Florida or in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or surrendered for payment
or conversion, where any Registered Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that series pursuant to
Section 1011) or conversion;



59









 




provided, however, that if the Securities of that series are listed on the Luxembourg Stock
Exchange, The International Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in Luxembourg, London or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are listed on such
exchange; and (C) subject to any laws or regulations applicable thereto, in each Place of Payment
for that series located outside the United States an office or agency where any Securities of that
series may be surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of that series pursuant
to Section 1011) at the offices specified in the Security, in London, England, and the Company
hereby appoints the same as its agent to receive such respective presentations, surrenders, notices
and demands.




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



     The Company may from time to time designate one or more other offices or agencies where the
Securities of one or more series and related coupons, if any, may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other
office or agency.



     Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the



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Indenture, then the Company will maintain with respect to each such series of Securities, or
as so required, at least one exchange rate agent.




     Section 1003 Money for Securities Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any of
the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and
premium or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee, in writing, of its action or failure so to act.



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



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



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




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




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




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



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held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such sums.




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



     Section 1004 (Omitted)



     Section 1005 Existence.



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



     Section 1006 Maintenance of Properties.



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



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     Section 1007 Insurance.



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



     Section 1008 Payment of Taxes and Other Claims.



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



     Section 1009 Provision of Financial Information.



     Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been required to file with the
Commission pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the Company
were so subject, such documents to be filed with the Commission on or prior to the respective dates
(the “Required Filing Dates”) by which the Company would have been required so to file such
documents if the Company were so subject.



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



     Section 1010 Statement as to Compliance.



     The Company and the Guarantors will deliver to the Trustee within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer of each of the Company and each Guarantor as to his or her
knowledge of the Company’s and each Guarantor’s compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature
and status thereof. For purposes of this Section 1010, such



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compliance shall be determined without regard to any period of grace or requirement of notice
under this Indenture.




     Section 1011 Additional Amounts.



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



     Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of
and any premium or interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without withholding for or
on account of any tax, assessment or other governmental charge described in the Securities of or
within the series. If any such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the Trustee or such Paying
Agent the Additional Amounts, if any, required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so receive the abovementioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions until otherwise
advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without gross negligence or
bad faith on their part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers’ Certificate furnished pursuant to this Section or in reliance on
the Company’s not furnishing such an Officers’ Certificate.



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     Section 1012 Waiver of Certain Covenants.



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



ARTICLE ELEVEN

REDEMPTION OF SECURITIES




     Section 1101 Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.



Section 1102 Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 60 days prior to the giving of the notice of
redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of such series to be
redeemed. The Company shall deliver an Officers’ Certificate and Opinion of Counsel to the Trustee
on or prior to each Redemption Date.



     Section 1103 Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued
on such date with the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.



     The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.



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



     Section 1104 Notice of Redemption.



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



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



     All notices of redemption shall state:



          (1) the Redemption Date;




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




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




          (4) in case any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof remaining unredeemed;




          (5) that on the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date;




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




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




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




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




          (10) the CUSIP number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number; and




          (11) if applicable, that a Holder of Securities who desires to convert Securities to be
redeemed must satisfy the requirements for conversion contained in such Securities, the then
existing conversion price or rate and the date and time when the option to convert shall expire.




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



     Section 1105 Deposit of Redemption Price.



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



     Section 1106 Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the
currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all



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coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of coupons for such
interest; and provided further that except as otherwise provided with respect to Securities
convertible into Capital Stock, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant
record dates according to their terms and the provisions of Section 307.




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



     Section 1107 Securities Redeemed in Part.



     Any Security which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or Securities of the
same series, of any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.



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ARTICLE TWELVE

SINKING FUNDS




     Section 1201 Applicability of Article.



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



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



     Section 1202 Satisfaction of Sinking Fund Payments with Securities.



     The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other
than any previously called for redemption) together in the case of any Bearer Securities of such
series with all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, as provided for by the terms of such Securities, or which have otherwise
been acquired by the Company; provided that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.



     Section 1203 Redemption of Securities for Sinking Fund.



     Not less than 60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited. If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30 days



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before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof, which shall be prepared by the Company, to be given in the name
of and at the expense of the Company in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner
stated in Section 1106 and Section 1107.




ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS




     Section 1301 Applicability of Article.



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



     Section 1302 Repayment of Securities.



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



     Section 1303 Exercise of Option.



     Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place or places of which
the Company shall from time to time notify the Holders of such Securities) not earlier than 60 days
nor later than 30 days prior to the Repayment Date (1) the Security so providing for such repayment
together with the “Option to Elect Repayment” form on the reverse thereof duly completed by
the Holder (or by the Holder’ attorney duly authorized in writing) or (2) a telex, facsimile
transmission or a letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. (“NASD”), or a commercial bank or trust company in
the United States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number, if



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any, or a description of the tenor and terms of the Security, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together
with the duly completed form entitled “Option to Elect Repayment” on the reverse of the
Security, will be received by the Trustee not later than the fifth Business Day after the date of
such telex, facsimile transmission or letter; provided, however, that such telex, facsimile
transmission or letter shall only be effective if such Security and form duly completed are
received by the Trustee by such fifth Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized denomination of
Securities of or within the series of which such Security to be repaid is a part. Except as
otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived
by the Company.




     Section 1304 When Securities Presented for Repayment Become Due and Payable.



     If Securities of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable only at an office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and provided further that, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall
be payable (but without interest thereon, unless the Company shall default in the payment thereof)
to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant record dates according to their terms and the provisions of
Section 307.



     If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payment therefor as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or



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indemnity as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those coupons. If the
principal amount of any Security surrendered for repayment shall not be so repaid upon surrender
thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment
Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such Security.




     Section 1305 Securities Repaid in Part.



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



ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE




     Section 1401 Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.



     If, pursuant to Section 301, provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of
or within a series under Section 1403 to be applicable to the Securities of any series, then the
provisions of such Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to Section 301 with
respect to any Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution at any time, with respect to such
Securities and any coupons appertaining thereto, elect to defease such Outstanding Securities and
any coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403 (if
applicable) upon compliance with the conditions set forth below in this Article.



     Section 1402 Defeasance and Discharge.



     Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company and the Guarantors shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be deemed to be



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




     Section 1403 Covenant Defeasance.



     Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company and the Guarantors shall be released from its
obligations under Section 1005 to Section 1009, inclusive, and, if specified pursuant to Section
301, its obligations under any other covenant, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining
thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in
connection with Section 1005 to Section 1009, inclusive, or such other covenant, but shall continue
to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant
or by reason of reference in any such Section or such other covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a default or an Event of
Default under Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any coupons appertaining
thereto shall be unaffected thereby.



     Section 1404 Conditions to Defeasance or Covenant Defeasance.



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



     (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as



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trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities and any
coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and coupons appertaining
thereto (determined on the basis of the currency, currencies or currency unit in which such
Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining
thereto on the Stated Maturity of such principal or installment of principal or interest and (ii)
any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such Government Obligations to said payments with respect to such Securities.
Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof,
a notice of its election to redeem all or any portion of such Outstanding Securities at a future
date in accordance with the terms of the Securities of such series and Article Eleven hereof, which
notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing.




                         (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound (and shall not cause the Trustee to have a
conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the
Company).



                         (c) No Event of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as Section 501(7) and Section
501(8) are concerned, at any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until the expiration
of such period).



                         (d) In the case of an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm



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that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.




                         (e) In the case of an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.



                         (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the
covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion
of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case
may be) registration is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the Trustee for such trust
funds or (ii) all necessary registrations under said Act have been effected.



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



                         (h) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions or
limitations which may be imposed on the Company in connection therewith pursuant to Section 301.



     Section 1405 Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.



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



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



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article.



ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES




     Section 1501 Purposes for Which Meetings May Be Called.



     A meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.



     Section 1502 Call, Notice and Place of Meetings.



     (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the City of
Jacksonville, Florida or the Borough of Manhattan, The City of New York, or in London as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting



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forth the time and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.




     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the City
of Jacksonville, Florida or, or the Borough of Manhattan, The City of New York, or in London for
such meeting and may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.



     Section 1503 Persons Entitled to Vote at Meetings.



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



     Section 1504 Quorum; Action.



     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to
vote such specified percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of
such series, be dissolved. In any other case the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except that such notice need be given only once not
less than five (5) days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly



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reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent, waiver or other action
which this Indenture expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.



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



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



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



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



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



     (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required
by any such regulations, the holding of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or other proof.



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     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1502(b), in which case the Company or the Holders of Securities of or within
the series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.



     (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to
be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of
a Security of such series or proxy.



     (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting, and
the meeting may be held as so adjourned without further notice.



     Section 1506 Counting Votes and Recording Action of Meetings.



     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.



     Section 1507 Evidence of Action Taken by Holders.



     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in principal amount of
the Holders of any or all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee. Proof of



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execution of any instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Article Six) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Article.




     Section 1508 Proof of Execution of Instruments.



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



ARTICLE SIXTEEN

CONVERSION OR EXCHANGE OF SECURITIES




     Section 1601 Applicability of Article.



     The provisions of this Article shall be applicable to the Securities of any series which are
convertible or exchangeable for other securities or property (including securities of other
issuers) of the Company, except as otherwise specified as contemplated by Section 301 for the
Securities of such series.



     Section 1602 Election to Exchange; Notice to Trustee and Holders.



     The election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for such Securities. On or
prior to the seventh Business Day prior to Maturity of the Securities, the Company shall provide
written notice to the Holders of record of the Securities and to the Trustee and will publish a
notice in an Authorized Newspaper stating whether the Company has made such election.



     Section 1603 No Fractional Shares.



     No fractional shares or fractional securities shall be delivered upon conversions or exchanges
of Securities of any series. If more than one Security shall be surrendered for conversion or
exchange at one time by the same Holder, the number of full shares or units which shall be
delivered upon conversion or exchange shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If, except for the provisions of this Section 1603, any Holder of a Security or
Securities would be entitled to a fractional share or unit of a security upon the conversion or
exchange of such Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such fractional share or unit
computed on the basis of the Closing Price of such security on the date preceding the date on which
the conversion or exchange shall be effected in accordance with Section 1610. The “Closing Price”
of any security on any date of determination means, (i) if such security is listed or admitted to
unlisted trading privileges on a national securities exchange, the last reported sales price on the
composite tape on such exchange, or (ii) if such security is not at the time so listed or admitted
to unlisted trading privileges on a national securities exchange, the average of the bid and asked
prices of such security in the over-the-counter market, as reported by the National Quotation
Bureau, Incorporated or similar organization if the National Quotation Bureau,



80









 




Incorporated is no longer reporting such information, or if not so available, the market price
as determined by a nationally recognized independent investment banking firm retained for this
purpose by the Company.




     Section 1604 Adjustment of Conversion Rate or Exchange Rate.



     The exchange rate or conversion rate of Securities of any series that are exchangeable for or
convertible into other securities or property (including securities of other issuers) shall be
adjusted for any stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in accordance with the
terms of the supplemental indenture or Board Resolution setting forth the terms of the Securities
of such series.



     Whenever the exchange rate or conversion rate is adjusted, the Company shall compute the
adjusted exchange rate or conversion rate in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers’ Certificate setting forth the
adjusted exchange rate or conversion rate and showing in reasonable detail the facts upon which
such adjustment is based, and such certificate shall forthwith be filed at each office or agency
maintained for the purpose of exchange or conversion of Securities pursuant to Section 1002 and, if
different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted
exchange rate or conversion rate to be mailed, first class postage prepaid, to each Holder of
Securities of such series at its address appearing on the Security Register and to any exchange
agent or conversion agent other than the Trustee.



     Section 1605 Payment of Certain Taxes Upon Exchange.



     The Company will pay any and all taxes that may be payable in respect of the transfer and
delivery of shares of other securities or property (including securities of other issuers) of the
Company on exchange or conversion of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved in the delivery of
shares of securities in a name other than that of the Holder of the Security or Securities to be
exchanged or converted, and no such transfer or delivery shall be made unless and until the person
requesting such transfer has paid to the Company the amount of any such tax, or has established, to
the satisfaction of the Company, that such tax has been paid.



     Section 1606 Shares Free and Clear.



     The Company hereby warrants that upon exchange or conversion of Securities of any series, the
Holder of a Security shall receive all rights held by the Company in such security for which such
Security is at such time exchangeable or convertible under this Article Sixteen, free and clear of
any and all liens, claims, charges and encumbrances other than any liens, claims, charges and
encumbrances which may have been placed on any such security by the prior owner thereof, prior to
the time such security was acquired by the Company. Except as provided in Section 1605, the Company
will pay all taxes and charges with respect to the delivery of such security delivered in exchange
or conversion for Securities hereunder.



81









 





     Section 1607 Cancellation of Security.



     Upon receipt by the Trustee of Securities of any series delivered to it for exchange or
conversion under this Article Sixteen, the Trustee shall cancel and dispose of the same as provided
in Section 309.



     Section 1608 Duties of Trustee Regarding Exchange and Conversion.



     Neither the Trustee nor any exchange agent or conversion agent shall at any time be under any
duty or responsibility to any Holder of Securities of any series that is exchangeable or
convertible into other securities or property (including securities of other issuers) of the
Company to determine whether any facts exist which may require any adjustment of the exchange rate
or conversion rate, or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or more officers of the
Company provided to be employed in making the same. Neither the Trustee nor any exchange agent or
conversion agent shall be accountable with respect to the validity or value (or the kind or amount)
of any securities or property (including securities of other issuers, of the Company, or of any
Securities and neither the Trustee nor any exchange agent or any conversion agent makes any
representation with respect thereto. Subject to the provisions of TIA Sections 315(a) through
313(d), neither the Trustee nor any exchange agent or conversion agent shall be responsible for any
failure of the Company to issue, transfer or deliver any stock certificates or other securities or
property (including securities of other issuers) upon the surrender of any Security for the purpose
of exchange or conversion or to comply with any of the covenants of the Company contained in this
Article Sixteen or in the applicable supplemental indenture, resolutions of the Board of Directors
or written instrument executed by one or more duly authorized officers of the Company. The Trustee
shall not be responsible for the Company’s failure to comply with this Article Sixteen.



     Section 1609 Repayment of Certain Funds Upon Exchange or Conversion.



     Any funds which at any time shall have been deposited by the Company or on its behalf with the
Trustee or any other paying agent for the purpose of paying the principal of, and premium, if any,
and interest, if any, on any of the Securities (including funds deposited for the sinking fund
referred to in Article Twelve hereof) and which shall not be required for such purposes because of
the exchange or conversion of such Securities as provided in this Article Sixteen shall after such
exchange or conversion be repaid to the Company by the Trustee upon Company Request.



     Section 1610 Exercise of Conversion or Exchange Privilege.



     In order to exercise a conversion or exchange privilege, the Holder of a Security of a series
with such a privilege shall surrender such Security to the Company at the office or agency
maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company
that the Holder elects to convert or exchange such Security or a specified portion thereof. In the
case of Registered Securities, such notice shall also state, if different from the name or names
(with address) in which the Securities are registered, the name or names in which



82









 




the Securities or property (including securities of other issuers) of the Company which shall
be issuable on such conversion or exchange shall be issued. Registered Securities surrendered for
conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly
executed by the registered Holder or its attorney duly authorized in writing; and Registered
Securities so surrendered for conversion or exchange during the period from the close of business
on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such period) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of such Security then being converted
or exchanged, and such interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section 307 relating to the
payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set
forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or
more indentures supplemental hereto setting forth the terms of such series of Security, and the
surrender of such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, securities or property (including
securities of other issuers) of the Company issuable or deliverable upon the conversion or exchange
of such Security (or specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in
respect of any fractional share or unit otherwise issuable upon such conversion or exchange. Such
conversion or exchange shall be deemed to have been effected immediately prior to the close of
business on the date on which such notice and such payment, if required, shall have been received
in proper order for conversion or exchange by the Company and such Security shall have been
surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have
instructed the Company to effect the conversion or exchange on a particular date following such
surrender and such Holder shall be entitled to convert or exchange such Security on such date, in
which case such conversion or exchange shall be deemed to be effected immediately prior to the
close of business on such date) and at such time the rights of the Holder of such Security as such
Security Holder shall cease and the person or persons in whose name or names any securities or
property (including securities of other issuers) of the Company shall be issuable or deliverable
upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of
the shares represented thereby. Except as set forth above and subject to the final paragraph of
Section 307, no payment or adjustment shall be made upon any conversion or exchange on account of
any interest accrued on the Securities surrendered for conversion or exchange or on account of any
interest or dividends on the Securities or property (including securities of other issuers) of the
Company issued or delivered upon such conversion or exchange.




     In the case of any Security which is converted or exchanged in part only, upon such conversion
or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to the unconverted or
unexchanged portion of such Security.



83









 





     Section 1611 Effect of Consolidation or Merger on Exchange or Conversion Privilege.



     In case of any consolidation of the Company with, or merger of the Company into or with any
other Person, or in case of any sale of all or substantially all of the assets of the Company, the
Company or the Person formed by such consolidation or the Person into which the Company shall have
been merged or the Person which shall have acquired such assets, as the case may be, shall execute
and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then
Outstanding of any series that is exchangeable for or convertible into securities of the Company
shall have the right, which right shall be the exclusive exchange or conversion right thereafter
available to said Holder (until the expiration of the exchange or conversion right of such
Security), to exchange or convert such Security into the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such consolidation, merger or sale by
a holder of the number of shares or units of securities of the Company for which such Security
might have been exchanged or converted immediately prior to such consolidation, merger or sale,
subject to compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in such Security. The above
provisions of this Section shall similarly apply to successive consolidations, mergers or sales. It
is expressly agreed and understood that anything in this Indenture to the contrary notwithstanding,
if, pursuant to such merger, consolidation or sale, holders of outstanding shares of Common Stock
of the Company or other securities, into which the Security is exchangeable or convertible do not
receive shares of common stock or corresponding other securities of the surviving corporation, but
receive other securities, cash or other property or any combination thereof, Holders of Securities
shall not have the right to thereafter exchange their Securities for or convert their Securities
into common stock or other securities having substantially identical terms as the Company
securities, for which the Security was originally exchangeable or into which the Security was
originally convertible, of the surviving corporation or the corporation which shall have acquired
such assets, but rather, shall have the right upon such exchange or conversion to receive the other
securities, cash or other property receivable by a holder of the number of shares of Common Stock
or such or other securities of the Company for or into which the Securities held by such holder
might have been exchanged or converted immediately prior to such consolidation, merger or sale, all
as more fully provided in the first sentence of this Section 1611. Anything in this Section 1611 to
the contrary notwithstanding, the provisions of this Section 1611 shall not apply to a merger or
consolidation of another corporation with or into the Company pursuant to which both of the
following conditions are applicable: (i) the Company is the surviving corporation and (ii) the
outstanding shares of Company Common Stock or other securities of the Company for which the
Security was originally exchangeable or into which the Security was originally convertible are not
changed or converted into any other securities or property (including cash) or reclassified
pursuant to the terms of such merger or consolidation.



     As evidence of the kind and amount of shares of stock or other securities or property
(including cash) into which Securities may properly be exchangeable or convertible after any such
consolidation, merger or sale, or as to the appropriate adjustments of the conversion prices or
exchange rates applicable with respect thereto, the Trustee shall be furnished with and may accept
the certificate or opinion of an independent certified public accountant with respect thereto; and,
in the absence of bad faith on the part of the Trustee, the Trustee may conclusively



84









 




rely thereon, and shall not be responsible or accountable to any Holder of Securities for any
provision in conformity therewith or approved by such independent certified accountant which may be
contained in said supplemental indenture.




ARTICLE SEVENTEEN

SUBORDINATION




     Section 1701 Agreement to Subordinate.



     The Company agrees, and each Holder by accepting a Security agrees, that the indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article, to the prior payment in full of all Senior Debt and that the
subordination is for the benefit of the holders of Senior Debt.



     Section 1702 Liquidation; Dissolution; Bankruptcy.



     Upon any distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to the Company or its property:



          (1) holders of Senior Debt shall be entitled to receive payment in full in cash of the
principal of and interest (including interest accruing after the commencement of any such
proceeding) to the date of payment on the Senior Debt before Holders shall be entitled to receive
any payment of principal of or interest on Securities;




          (2) until the Senior Debt is paid in full in cash, any distribution to which Holders would be
entitled but for this Article shall be made to holders of Senior Debt as their interests may
appear, except that Holders may receive securities that are subordinated to Senior Debt to at least
the same extent as the Securities; and




          (3) the Trustee is entitled to rely upon an order or decree of a court of competent
jurisdiction or a certificate of a bankruptcy trustee or other similar official for the purpose of
ascertaining the persons entitled to participate in such distribution, the holders of Senior Debt
and other Company debt, the amount thereof or payable thereon and all other pertinent facts
relating to the Trustee’s obligations under this Article Seventeen.




     Section 1703 Default on Senior Debt.



     The Company may not pay principal of or interest on the Securities and may not acquire any
Securities for cash or property other than Capital Stock of the Company if:



          (1) a default on Senior Debt occurs and is continuing that permits holders of such Senior Debt
to accelerate its maturity, and




          (2) the default is the subject of judicial proceedings or the Company receives a notice of the
default from a person who may give it pursuant to Section 1711. If the Company receives any such
notice, a similar notice received within nine months thereafter relating to the same default on the
same issue of Senior Debt shall not be effective for purposes of this Section.




85









 








     The Company may resume payments on the Securities and may acquire them when the default is
cured or waived, or 120 days pass after the notice is given if the default is not the subject of
judicial proceedings, if this Article otherwise permits the payment or acquisition at that time.



     Section 1704 Acceleration of Securities.



     If payment of the Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration. The Company may pay the Securities when
120 days pass after the acceleration occurs if this Article permits the payment at that time.



     Section 1705 When Distribution Must Be Paid Over.



     If a distribution is made to Holders that because of this Article should not have been made to
them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt
and pay it over to them as their interests may appear.



     Section 1706 Notice by Company.



     The Company shall promptly notify the Trustee and any Paying Agent, in writing, of any facts
known to the Company that would cause a payment of principal of or interest on Securities to
violate this Article.



     Section 1707 Subrogation.



     After all Senior Debt is paid in full and until the Securities are paid in full, Holders shall
be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders have been applied to the
payment of Senior Debt. A distribution made under this Article to holders of Senior Debt which
otherwise would have been made to Holders is not, as between the Company and Holders, a payment by
the Company on Senior Debt.



     Section 1708 Relative Rights.



     This Article defines the relative rights of Holders and holders of Senior Debt. Nothing in
this Indenture shall:



          (1) impair, as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities in accordance with
their terms;




          (2) affect the relative rights of Holders and creditors of the Company other than holders of
Senior Debt; or




          (3) prevent the Trustee or any Holder from exercising its available remedies upon an Event of
Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable
to Holders.




86









 








     If the Company fails because of this Article to pay principal of or interest on a Security on
the due date, the failure is still a default.



     Section 1709 Subordination May Not Be Impaired by Company.



     No right of any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its
failure to comply with this Indenture.



     Section 1710 Distribution or Notice to Representative.



     Whenever a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.



     Section 1711 Notice to Trustee.



     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Failure to give such notice shall not affect the subordination of the Securities to Senior Debt.
Notwithstanding the provisions of this or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have
received written notice thereof at the address specified in Section 105 from the Company, a
Representative or a holder of an issue of Senior Debt that has no Representative; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of Section 602, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if a Responsible Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become payable for any purpose
(including, without limitation, the payment of principal, interest, Additional Amounts, Make-Whole
Amounts and the Redemption Price, if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section 1711, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was received and shall
not be affected by any notice to the contrary which may be received by it within three Business
Days prior to such date.



     Subject to the provisions of Section 602, the Trustee shall be entitled to conclusively rely
on the delivery to it of a written notice by a Representative or a holder of an issue of such Debt
that has no Representative to establish that such notice has been given by a holder of Senior Debt.
In the event that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such person, the
extent to which such person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment which it may be required to make for the benefit



87









 




of such person pursuant to the terms of this Indenture pending judicial determination as to
the rights of such person to receive such payment.




     Section 1712 Reliance on Judicial Order or Certificate of Liquidating Agent.



     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 602, and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of Senior Debt and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.



     Section 1713 Trustee Not Fiduciary for Holders of Senior Debt.



     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of this Article or
otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants or obligations as are specifically set forth in this Article and
no implied covenants or obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.



     Section 1714 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights.



     The Trustee or any Authenticating Agent in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior Debt which may at any time be held
by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall
deprive the Trustee or any Authenticating Agent of any of its rights as such holder.



     The Company’s obligation to pay, and the Company’s payment of, the amounts required by Section
606 are excluded from the operation of this Article Seventeen.



ARTICLE EIGHTEEN

GUARANTEES




     Section 1801 Guarantee.



     Any series of Securities may be guaranteed by one or more of the Guarantors. The terms and the
form of any such Guarantee will be established in the manner contemplated by Section 301 for that
particular series of Securities.



88









 





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



	 	 	 	 	 
	 	COMPANY:





Terremark Worldwide, Inc.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GUARANTORS:





NAP of the Americas, West Inc.

Park West Telecommunications Investors, Inc.

TECOTA Services Corp.

Terremark Trademark Holdings, Inc.

TerreNAP Data Centers, Inc.

TerreNAP Services, Inc.

Technology Center of the Americas, LLC

NAP of the Americas, Inc.

Terremark Latin America, Inc.

Terremark Europe, Inc.

Terremark Financial Services, Inc.

Terremark Fortune House #1, Inc.

Terremark Management Services, Inc.

Terremark Realty, Inc.

Terremark Technology Contractors, Inc.

Spectrum Telecommunications Corp.

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	                                                /s/
 	 
	 	 	Manuel D. Medina 	 
	 	 	President 	 
	 
	 	Optical Communications, Inc.

 	 
	 	By:  	/s/
 	 
	 	 	Manuel D. Medina 	 
	 	 	Chief Executive Officer 	 



89









 






	 	 	 	 	 



	 	 	 	 	 
	 	Terremark Federal Group Inc.

 	 
	 	By:  	/s/
 	 
	 	 	Nelson Fonseca 	 
	 	 	Treasurer & Chief Financial Officer 	 
	 
	 	TRUSTEE:

 	 
	 
	 	THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	                                                /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



90









 






	 	 	 	 	 



SCHEDULE I




GUARANTORS




	 	 	 
	 	State or Other Jurisdiction
	 	of Incorporation or
	Guarantor	Organization
	NAP of the Americas, West Inc.

	 	Florida
	Park West Telecommunications Investors, Inc.

	 	Florida
	TECOTA Services Corp.

	 	Delaware
	Terremark Trademark Holdings, Inc.

	 	Nevada
	TerreNAP Data Centers, Inc.

	 	Florida
	TerreNAP Services, Inc.

	 	Florida
	Optical Communications, Inc.

	 	Florida
	Technology Center of the Americas, LLC

	 	Delaware
	NAP of the Americas, Inc.

	 	Florida
	Terremark Latin America, Inc.

	 	Florida
	Terremark Europe, Inc.

	 	Florida
	Terremark Financial Services, Inc.

	 	Florida
	Terremark Fortune House #1, Inc.

	 	Florida
	Terremark Management Services, Inc.

	 	Florida
	Terremark Realty, Inc.

	 	Florida
	Terremark Technology Contractors, Inc.

	 	Florida
	Spectrum Telecommunications Corp.

	 	Delaware
	Terremark Federal Group Inc.

	 	Delaware






Schedule 1, Page 1




 









 








EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE

BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE

EXCHANGE DATE CERTIFICATE




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



     This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise ___or its agent
that such financial institution will provide a certificate within a reasonable time stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a
financial institution for purposes of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or (ii)), certifies
that it has not acquired the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.



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



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your operating procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not relate to [U.S.$] of
such interest in the above-captioned Securities in respect of which we are not able to certify and
as to which we understand an exchange for an interest in a permanent global Security or an exchange
for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.



     We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably



Exhibit A-1, Page 1




 









 







authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings.




     Dated:___, ___.



     [To be dated no earlier than the 15th day prior to the earlier of (i) the Exchange Date or
(ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable.]



	 	 	 	 	 
	 	[Name of Person Making Certification]

 	 
	 	/s/
 	 
	 	(Authorized Signatory) 	 
	 	Title:  	Name: 	 
	 



Exhibit A-1, Page 2





 









 








EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM BANKING S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE





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



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



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



     We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.



     We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in



Exhibit A-2,
Page 1





 









 







connection with which this certificate is or would be relevant, we irrevocably authorize you
to produce this certificate or a copy thereof to any interested party in such proceedings.




     Dated:___, ___.



     [To be dated no earlier than the earlier of the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable.]



	 	 	 	 	 
	 	 	 
	 	                                                /s/
 	 
	 	as _________________ 	 
	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit A-2, Page 2