exv4w1



 






Exhibit 4.1




EXECUTION COPY










ANIXTER INC.

the Company,




ANIXTER INTERNATIONAL INC.

the Guarantor




AND




THE BANK OF NEW YORK

the Trustee














INDENTURE




Dated as of September 9, 1996






















 









 








CROSS REFERENCE TABLE*




	 	 	 	 	 	 	 
	TIA Section	 	 	 	Indenture Section
	 
	§310
	(a)(l)	 	 	 	609
	 
	(a)(2)	 	 	 	609
	 
	(a)(3)	 	 	 	N.A.
	 
	(a)(4)	 	 	 	N.A.
	 
	(a)(5)	 	 	 	609
	 
	(b)	 	 	 	608
	 
	(c)	 	 	 	N.A.
	§311
	(a)	 	 	 	613
	 
	(b)	 	 	 	613
	 
	(c)	 	 	 	N.A.
	§312
	(a)	 	 	 	701;702
	 
	(b)	 	 	 	702
	 
	(c)	 	 	 	702
	§313
	(a)	 	 	 	703
	 
	(b)	 	 	 	703
	 
	(c)	 	 	 	703
	 
	(d)	 	 	 	703
	§314
	(a)	 	 	 	704
	 
	(b)	 	 	 	N.A.
	 
	(c)	 	 	 	102
	 
	(d)	 	 	 	N.A.
	 
	(e)	 	 	 	102
	 
	(f)	 	 	 	N.A.
	§315
	(a)	 	 	 	601
	 
	(b)	 	 	 	602
	 
	(c)	 	 	 	601
	 
	(d)	 	 	 	601
	 
	(e)	 	 	 	514
	§316
	(a)(last sentence)	 	 	 	101
	 
	(a)(1)(A)	 	 	 	512
	 
	(a)(l)(B)	 	 	 	513
	 
	(a)(2)	 	 	 	N.A.
	 
	(b)	 	 	 	508
	 
	(c)	 	 	 	104
	§317
	(a)(l)	 	 	 	503
	 
	(a)(2)	 	 	 	504
	 
	(b)	 	 	 	1003
	§318
	(a)	 	 	 	108












	* This table shall not be deemed a part of the Indenture.
	 
	N.A. means not applicable.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	
ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 101.
	 	Definitions	 	 	1	 
	SECTION 102.
	 	Compliance Certificates and Opinions	 	 	12	 
	SECTION 103.
	 	Form of Documents Delivered to Trustee	 	 	12	 
	SECTION 104.
	 	Acts of Holders; Record Dates	 	 	13	 
	SECTION 105.
	 	Notices, Etc., to Trustee, Company and Guarantor	 	 	15	 
	SECTION 106.
	 	Notice to Holders; Waiver	 	 	15	 
	SECTION 107.
	 	Language of Notices	 	 	16	 
	SECTION 108.
	 	Applicability of Trust Indenture Act	 	 	16	 
	SECTION 109.
	 	Effect of Headings and Table of Contents	 	 	17	 
	SECTION 110.
	 	Successors and Assigns	 	 	17	 
	SECTION 111.
	 	Separability Clause	 	 	17	 
	SECTION 112.
	 	Benefits of Indenture	 	 	17	 
	SECTION 113.
	 	Governing Law	 	 	17	 
	SECTION 114.
	 	Legal Holidays	 	 	17	 
	SECTION 115.
	 	Execution in Counterparts	 	 	18	 
	 
	 	 	 	 	 	 
	
ARTICLE TWO

SECURITY FORMS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 201.
	 	Forms Generally	 	 	18	 
	SECTION 202.
	 	Securities in Global Form	 	 	18	 
	SECTION 203.
	 	Form of Trustee’s Certificate of Authentication	 	 	19	 
	 
	 	 	 	 	 	 
	
ARTICLE THREE

THE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 301.
	 	Amount Unlimited; Issuable in Series	 	 	20	 
	SECTION 302.
	 	Denominations	 	 	22	 
	SECTION 303.
	 	Execution, Authentication, Delivery and Dating	 	 	22	 
	SECTION 304.
	 	Temporary Securities	 	 	24	 
	SECTION 305.
	 	Registration, Registration of Transfer and Exchange	 	 	25	 
	SECTION 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	28	 
	SECTION 307.
	 	Payment of Principal and
Interest; Interest Rights Preserved	 	 	28	 
	SECTION 308.
	 	Persons Deemed Owners	 	 	30	 
	SECTION 309.
	 	Cancellation	 	 	31	 
	SECTION 310.
	 	Computation of Interest	 	 	31	 
	SECTION 311.
	 	CUSIP Numbers	 	 	31	 






(i) 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	
ARTICLE FOUR

SATISFACTION AND DISCHARGE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 401.
	 	Satisfaction and Discharge of Indenture	 	 	31	 
	SECTION 402.
	 	Application of Trust Money	 	 	33	 
	 
	 	 	 	 	 	 
	
ARTICLE FIVE

REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 501.
	 	Events of Default	 	 	33	 
	SECTION 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	34	 
	SECTION 503.
	 	Collection of Indebtedness and
Suits for Enforcement by Trustee	 	 	36	 
	SECTION 504.
	 	Trustee May File Proofs of Claim	 	 	36	 
	SECTION 505.
	 	Trustee   May   Enforce   Claims
Without   Possession   of Securities	 	 	37	 
	SECTION 506.
	 	Application of Money Collected	 	 	37	 
	SECTION 507.
	 	Limitation on Suits	 	 	38	 
	SECTION 508.
	 	Unconditional Right of Holders to
Receive Principal, Premium and Interest	 	 	38	 
	SECTION 509.
	 	Restoration of Rights and Remedies	 	 	38	 
	SECTION 510.
	 	Rights and Remedies Cumulative	 	 	39	 
	SECTION 511.
	 	Delay or Omission Not Waiver	 	 	39	 
	SECTION 512.
	 	Control by Holders	 	 	39	 
	SECTION 513.
	 	Waiver of Past Defaults	 	 	39	 
	SECTION 514.
	 	Undertaking for Costs	 	 	40	 
	 
	 	 	 	 	 	 
	
ARTICLE SIX

THE TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 601.
	 	Certain Duties and Responsibilities	 	 	40	 
	SECTION 602.
	 	Notice of Defaults	 	 	42	 
	SECTION 603.
	 	Certain Rights of Trustee	 	 	42	 
	SECTION 604.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	43	 
	SECTION 605.
	 	May Hold Securities	 	 	43	 
	SECTION 606.
	 	Money Held in Trust	 	 	44	 
	SECTION 607.
	 	Compensation and Reimbursement	 	 	44	 
	SECTION 608.
	 	Disqualification; Conflicting Interests	 	 	44	 
	SECTION 609.
	 	Corporate Trustee Required; Eligibility	 	 	50	 
	SECTION 610.
	 	Resignation and Removal; Appointment of Successor	 	 	50	 
	SECTION 611.
	 	Acceptance of Appointment by Successor	 	 	52	 
	SECTION 612.
	 	Merger,   Conversion,
Consolidation   or   Succession   to Business	 	 	53	 






(ii) 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 

	SECTION 613.
	 	Preferential Collection of Claims Against Company	 	 	53	 
	SECTION 614.
	 	Compliance with Tax Laws	 	 	57	 
	SECTION 615.
	 	Appointment of Authenticating Agent	 	 	57	 
	 
	 	 	 	 	 	 
	
ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 701.
	 	Company and Guarantor to Furnish
Trustee Names and Addresses of Holders	 	 	59	 
	SECTION 702.
	 	Preservation of Information; Communications to Holders	 	 	59	 
	SECTION 703.
	 	Reports by Trustee	 	 	60	 
	SECTION 704.
	 	Reports by Company and the Guarantor	 	 	61	 
	 
	 	 	 	 	 	 
	
ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR TRANSFER	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 801.
	 	Consolidations, Mergers  and Sales
Permitted Subject to Certain Conditions	 	 	62	 
	SECTION 802.
	 	Rights and Duties of Successor Corporation	 	 	63	 
	SECTION 803.
	 	Officers’ Certificate and Opinion of Counsel	 	 	63	 
	 
	 	 	 	 	 	 
	
ARTICLE NINE

SUPPLEMENTAL INDENTURES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 901.
	 	Supplemental Indentures Without Consent of Holders	 	 	63	 
	SECTION 902.
	 	Supplemental Indentures with Consent of Holders	 	 	65	 
	SECTION 903.
	 	Execution of Supplemental Indentures; Opinions	 	 	66	 
	SECTION 904.
	 	Effect of Supplemental Indentures	 	 	66	 
	SECTION 905.
	 	Conformity with Trust Indenture Act	 	 	66	 
	SECTION 906.
	 	Reference in Securities to Supplemental Indentures	 	 	66	 
	 
	 	 	 	 	 	 
	
ARTICLE TEN 

COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1001.
	 	Payment of Principal, Premium and Interest	 	 	67	 
	SECTION 1002.
	 	Maintenance of Office or Agency	 	 	67	 
	SECTION 1003.
	 	Money for Securities Payments To Be Held in Trust	 	 	68	 
	SECTION 1004.
	 	Statement by Officers as to Default	 	 	69	 
	SECTION 1005.
	 	Restriction on Creation of Secured Debt	 	 	69	 
	SECTION 1006.
	 	Restriction on Sale and Leaseback Transactions	 	 	72	 
	SECTION 1007.
	 	Restriction on Transfer of Principal Facilities	 	 	72	 
	SECTION 1008.
	 	Restriction on Senior Funded Debt
by Restricted Subsidiaries of Company	 	 	73	 






(iii) 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 

	SECTION 1009.
	 	Waiver of Certain Covenants	 	 	73	 
	SECTION 1010.
	 	Redemption   at  the  Option  of
the  Holders   in   Certain Circumstances	 	 	73	 
	SECTION 1011.
	 	Calculation of Original Issue Discount	 	 	77	 
	 
	 	 	 	 	 	 
	
ARTICLE ELEVEN

REDEMPTION OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1101.
	 	Applicability of Article	 	 	77	 
	SECTION 1102.
	 	Election to Redeem; Notice to Trustee	 	 	77	 
	SECTION 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	77	 
	SECTION 1104.
	 	Notice of Redemption	 	 	78	 
	SECTION 1105.
	 	Deposit of Redemption Price	 	 	79	 
	SECTION 1106.
	 	Securities Payable on Redemption Date	 	 	79	 
	SECTION 1107.
	 	Securities Redeemed in Part	 	 	80	 
	 
	 	 	 	 	 	 
	
ARTICLE TWELVE

SINKING FUNDS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1201.
	 	Applicability of this Article	 	 	80	 
	SECTION 1202.
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	80	 
	SECTION 1203.
	 	Redemption of Securities for Sinking Fund	 	 	81	 
	 
	 	 	 	 	 	 
	
ARTICLE THIRTEEN

DEFEASANCE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1301.
	 	Applicability   of  Article;
Company’s   Option   to   Effect Defeasance	 	 	81	 
	SECTION 1302.
	 	Defeasance and Discharge	 	 	82	 
	SECTION 1303.
	 	Covenant Defeasance	 	 	82	 
	SECTION 1304.
	 	Conditions of Defeasance	 	 	83	 
	SECTION 1305.
	 	Deposited Money and U.S. Government Obligations to Be	 	 	 	 
	 
	 	   Held in Trust; Miscellaneous	 	 	84	 
	SECTION 1306.
	 	Reinstatement	 	 	84	 
	 
	 	 	 	 	 	 
	
ARTICLE FOURTEEN

REPURCHASE OF SECURITIES AT OPTION OF HOLDERS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1401.
	 	Applicability of Article	 	 	85	 
	SECTION 1402.
	 	Notice of Repurchase Date	 	 	85	 
	SECTION 1403.
	 	Deposit of Repurchase Price	 	 	85	 
	SECTION 1404.
	 	Securities Payable on Repurchase Date	 	 	86	 
	SECTION 1405.
	 	Securities Repurchased in Part	 	 	86	 






(iv) 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	
ARTICLE FIFTEEN

GUARANTEE AND SUBORDINATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1501.
	 	Guarantee	 	 	86	 
	SECTION 1502.
	 	Subordination	 	 	87	 
	
ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1601.
	 	Securities in Foreign Currencies	 	 	88	 
	 
	 	 	 	 	 	 
	
ARTICLE SEVENTEEN 

CORPORATE OBLIGATION ONLY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1701.
	 	Indenture and Securities Solely Corporate Obligations	 	 	88	 






(v) 









 






INDENTURE




          INDENTURE, dated as of September 9, 1996, by and among ANIXTER INC., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”), ANIXTER
INTERNATIONAL INC., a corporation duly organized and existing under the laws of the State of
Delaware and the parent corporation of the Company (the “Guarantor”), and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (the “Trustee”).



RECITALS OF THE COMPANY




          A. The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured debentures, notes or other
evidences
of indebtedness (the “Securities”), to be issued in one or more series unlimited as to
principal
amount, to bear such rates of interest, to mature at such times and to have such other
provisions as
in this Indenture provided.



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



RECITALS OF THE GUARANTOR




          A. The Company is a direct subsidiary of the Guarantor and the Guarantor desires
to make the Guarantee provided for herein.



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          That, in order to declare the terms and conditions upon which the Securities are
authenticated, issued and delivered, and in consideration of the premises and the purchase of the
Securities by the Holders (as defined herein) thereof, the Company, the Guarantor and the Trustee
covenant and agree with each other, for the benefit of all Holders from time to time of the
Securities or of any series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




SECTION 101. Definitions




          For all purposes of this Indenture and of any supplemental indenture hereto, except as
otherwise expressly provided or unless the context otherwise requires:



 









 






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




     (2) all other terms used herein which are defined in the Trust Indenture Act (as
defined herein), either directly or by reference therein, have the meanings assigned
to them
therein;




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




     (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;




     (5) the word “or” is not exclusive;




     (6) the word “including” means including without limitation; and




     (7) words in the singular include the plural and words in the plural include the
singular.



          “Act,” when used with respect to any Holder, has the meaning specified in Section
104.



          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the 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 that Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.



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



          “Authorized Newspaper” means a newspaper in an official language of the country of
publication or in the English language, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the applicable city or
country. Where successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers meeting the foregoing
requirements and in each case on any Business Day.



          “Bearer Security” means any Security in the form established pursuant to Section 201
which is payable to bearer.



-2-









 





          “Board of Directors” means either the board of directors of the Company or any duly
authorized committee thereof and, with respect to the Guarantor, either the board of directors of
the Guarantor or any duly authorized committee thereof.



          “Board Resolution” means a copy of a resolution delivered to the Trustee that is certified by
the Secretary or an Assistant Secretary of the Company or the Secretary or an Assistant Secretary
of the Guarantor to have been duly adopted by the applicable Board of Directors and to be in full
force and effect on the date of such certification.



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



          “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the United States Securities Exchange Act of 1934, or if at any time after the
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.



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



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



          “Consolidated Net Tangible Assets” means, in each case, with respect to the Guarantor (a) the
total amount of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all liabilities and liability items, except for indebtedness payable by
its terms more than one year from the date of incurrence thereof (or renewable or extendable at
the option of the obligor for a period ending more than one year after such date of incurrence),
capitalized rent, capital stock (including redeemable preferred stock) and surplus, surplus
reserves and deferred income taxes and credits and other non-current liabilities, and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expenses
incurred in the issuance of debt, and other like intangibles which, in each case, under generally
accepted accounting principles in effect on the date of the Indenture would be included on a
consolidated balance sheet of the Guarantor and its Restricted Subsidiaries, less (b) loans,
advances, equity investments and guarantees (other than accounts receivable arising from the sale
of merchandise in the ordinary course of business) at the time outstanding that were made or
incurred by the Guarantor and its Restricted Subsidiaries to, in or for Unrestricted Subsidiaries
or to, in or for corporations while they were Restricted Subsidiaries and which at the time of
computation are Unrestricted Subsidiaries.



          “Continuing Director” means an individual who is a member of the Board of Directors on the
date of this Indenture or who shall have become a member of the Board of Directors subsequent to
such date and who shall have been nominated or elected by a majority of the other



-3-









 





Continuing Directors then members of the Board of Directors or by a committee a majority of
whose members are Continuing Directors.




          “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee shall, at any particular time, be principally administered, which office is, at the
date as of which this Indenture is dated, located at 101 Barclay Street, Floor 21 West, New York,
New York 10286.



          “Corporation” means a corporation, association, company, joint-stock company or business
trust.



          “Current Market Price” means, with respect to any security on any date, the last sale price,
regular way, or, in case no such sale takes place on such date, the average of the closing bid and
asked prices, regular way, for such security, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or admitted to trading
on the New York Stock Exchange, Inc. or, if such security is not then listed or admitted to
trading on the New York Stock Exchange, Inc., as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national
securities exchange on which such security is listed or admitted to trading or, if such security
is not then listed or admitted to trading on any national securities exchange, on the NASDAQ
National Market System or, if such security is not then quoted on such National Market System, the
average of the closing bid and asked prices for such security in the over-the-counter market, as
reported by NASDAQ or such other system then in use, or, if on any such date such security is not
then quoted by any such organization, the average of the closing bid and asked prices as furnished
by a professional market-maker then making a market in such security selected by the Board of
Directors; provided, however, that if on any such date such security is not listed or admitted to
trading on a national securities exchange or traded in the over-the-counter market, the “Current
Market Price” of such security on such date shall mean the fair value thereof on such date as
determined in good faith by the Board of Directors.



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


          ”Defeasance” has the meaning specified in Section
1302.



          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary by
the Company pursuant to Section 301.



          “Direction” has the meaning specified in Section 104(c).


          “Exchange Act” means the Securities Exchange Act of 1934, as amended.


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



          “Fair Market Value” means (i) as to securities which are publicly traded, the average of the
Current Market Prices of such securities for each day during the period of 10 consecutive trading
days immediately preceding the date of determination and (ii) as to securities which are not



-4-









 





publicly traded or any other property, the fair value thereof as determined in good faith by
the Board of Directors.




          “Funded Debt” means all indebtedness for borrowed money having a maturity of more than 12
months from the date as of which the amount thereof is to be determined.



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



          “Global Security” means a Security evidencing all or part of a series of Securities, issued
to the Depositary for such series or its nominee, and registered in the name of such Depositary or
nominee.



          “Global Security Registered Owner” has the meaning given it in Section
305.

          “Guarantee” means the guarantee of the Guarantor set forth in
Section 1501.



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



          “Holder” means a Person in whose name a Security is registered in the Security
Register.



          “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. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by
Section 301, whether or not a
supplemental indenture is entered into with respect thereto.



          “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.



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



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



          “National Rating Agency” means any of the following nationally recognized statistical rating
organizations (and, in each case, any successor thereto): Duff & Phelps Credit Rating Co.;



-5-









 





          “National Rating Agency” means any of the following nationally recognized statistical
rating organizations (and, in each case, any successor thereto): Moody’s Investors Service, Inc.;
Standard & Poor’s Corporation; and Fitch Investors Service, L.P.



          “Officers’ Certificate” means a certificate delivered to the Trustee that is signed by the
Company’s Chairman of the Board, its President or any Vice President, and by its Treasurer, any
Assistant Treasurer, its Controller, any Assistant Controller, its Secretary or any Assistant
Secretary.



          “Opinion of Counsel” means a written opinion of counsel from counsel for the Company or the
Guarantor (who may be an employee of the Company or the Guarantor), or outside counsel for the
Company or the Guarantor.



          “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 any series of Securities, means, as of the date of
determination, all Securities of that series which are authenticated and delivered under this
Indenture, except:




     (i) Securities of that series previously canceled by the Trustee or delivered to the
Trustee for cancellation;




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




     (iii) Securities of that series 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;



provided, however, that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities of any series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (B) the principal amount of a Security denominated in one
or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in
the manner provided for such Security on the date of original issuance thereof, as contemplated by
Section 301, of the principal





-6-









 








of original issuance of such Security of the amount determined as provided in (A) above) of
such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the
foregoing clause (C), Securities so owned by the Company, such obligor, or such Affiliate that
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities so long
as the pledgee is not the Company or any other obligor upon the Securities or an Affiliate of the
Company or of such other obligor.




          “Paying Agent” means any Person authorized by the Company to pay the principal of, premium
(if any), or interest on any Securities on behalf of the Company.



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



          “Place of Payment,” when used with respect to the Securities of any series, means such city
or political subdivision thereof where the principal of, premium (if any), and interest on the
Securities of that series are payable as specified for such Securities as contemplated by
Section 301.



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



          “Principal Facility” means any land, building, machinery or equipment, or leasehold interests
and improvements in respect of the foregoing, owned, on the date of the Indenture or thereafter,
by the Guarantor, the Company or a Restricted Subsidiary, which has a gross book value (without
deduction for any depreciation reserves) at the date as of which the determination is being made
of in excess of one percent of the Consolidated Net Tangible Assets, other than any such land,
building, machinery or equipment, or leasehold interests and improvements in respect of the
foregoing which, in the opinion of the Board of Directors of the Guarantor (evidenced by a Board Resolution), is not of material importance to the business conducted by the Guarantor and its
Subsidiaries taken as a whole.



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



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



-7-









 





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



          “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the fifteenth day (whether or not a Business Day) next
preceding such Interest Payment Date or such other date with respect to Securities of any
series specified as contemplated by Section 301.



          “Repurchase Date,” when used with respect to any Security of any series to be
repurchased, means the date, if any, fixed for such repurchase pursuant to Section
301.



          “Repurchase Price,” when used with respect to any Security of any series to be
repurchased, means the price, if any, at which such Security is to be repurchased pursuant
to Section 301.



          “Responsible Officer,” when used with respect to the Trustee, means the Chairman of the
Board of Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by the persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter
is referred at the Trustee’s Corporate Trust Office because of that person’s knowledge of
and familiarity with the particular subject.



          “Restricted Subsidiary” means (a) any Subsidiary other than an Unrestricted
Subsidiary and (b) any Subsidiary that was an Unrestricted Subsidiary but which, subsequent
to the date of the Indenture, is designated by the Guarantor and the Company (evidenced by a
resolution of their respective Boards of Directors) to be a Restricted Subsidiary; provided,
however, that the Guarantor and the Company may not designate any such Subsidiary to be a
Restricted Subsidiary if the Guarantor or the Company would thereby breach any covenant or
agreement contained herein (on the assumption that any transaction to which such Subsidiary
was a party at the time of such designation and which would have given rise to Secured Debt
or Senior Funded Debt, or constituted a Sale and Leaseback Transaction at the time it was
entered into had such Subsidiary then been a Restricted Subsidiary was entered into at the
time of such designation).



          “Restructuring Event” means any of the following: (1) any Persons other than the Guarantor
becoming the beneficial owners, in the aggregate, of Voting Stock of the Company having more than
30 percent of the voting power of all the then outstanding Voting Stock of the Company;
(2) any person becoming the beneficial owner of Voting Stock of the Guarantor having more than 30
percent of the voting power of all of the then outstanding Voting Stock of the Guarantor, other
than Affiliates of Samuel Zell or Ann Lurie or their respective heirs or beneficiaries; (3)
individuals who are not Continuing Directors, constituting a majority of the Board of Directors of
the Guarantor; (4) the Company or the Guarantor consolidating with or merging into any other person
(other than the Company consolidating or merging with the Guarantor), or any other person
consolidating with or merging into the Company or the Guarantor, pursuant to a transaction in which
capital stock of the Company or the Guarantor then outstanding (other than capital stock held by
the Guarantor or capital stock held by any person which is a party to such consolidation or merger)
is changed or



-8-









 





exchanged other than solely in connection with a change of the state of incorporation of the
Guarantor or the Company to another state of the United States or the District of Columbia; (5) the
Company, in one transaction or a series or related transactions, conveying, transferring or
leasing, directly or indirectly, all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole (other than to a wholly owned Restricted Subsidiary of the Company);
or (6) the Guarantor or any of its Subsidiaries (including the Company) paying or affecting a
dividend or distribution (including by way of recapitalization or reclassification) in respect of
its capital stock (other than solely to the Guarantor or any of its wholly owned Subsidiaries or
other than solely for capital stock of the Guarantor), or purchasing, redeeming, retiring,
exchanging or otherwise acquiring for value any of its capital stock (other than solely from the
Guarantor or any of its wholly owned subsidiaries or other than solely for capital stock of the
Guarantor or the Company), if the cash and fair market value of the securities and assets paid or
distributed (except to the Guarantor or any Subsidiary) in connection therewith (determined on the
record date for such dividend or distribution or the effective date for such purchase, redemption,
retirement, exchange or other acquisition), together with the cash and fair market value of the
securities and assets paid or distributed in connection with all other such dividends,
distributions, purchases, redemptions, retirements, exchanges and acquisitions effected (except as
received by the Guarantor or any Subsidiary) within the 12-month period preceding the record date
for such dividend or distribution or the effective date for such purchase, redemption, retirement,
exchange or other acquisition (any such fair market value being determined on the respective record
or effective dates for such other dividends, distributions, purchases, redemptions, retirements,
exchanges and acquisitions), exceeds 30 percent of the aggregate Fair Market Value of all capital
stock of the Guarantor outstanding on the record date for such dividend or distribution or the
effective date of such purchase, redemption, retirement, exchange or other acquisition (determined
on such record or effective date).




          “Sale and Leaseback Transaction” means any sale or transfer made by the Guarantor, the
Company or one or more Restricted Subsidiaries (except a sale or transfer made to the Guarantor,
the Company or one or more Restricted Subsidiaries) of any Principal Facility that (in the case of
a Principal Facility which is a building or equipment) has been in operation, use or commercial
production (exclusive of test and start-up periods) by the Guarantor, the Company or any
Restricted Subsidiary for more than 180 days prior to such sale or transfer, or that (in the case
of a Principal Facility that is a parcel of real property not containing a building) has been
owned by the Guarantor, the Company or any Restricted Subsidiary for more than 180 days prior to
such sale or transfer, if such sale or transfer is made with the intention of leasing, or as part
of an arrangement involving the lease of such Principal Facility to the Guarantor, the Company or
a Restricted Subsidiary (except a lease for a period not exceeding 36 months made with the
intention that the use of the leased Principal Facility by the Guarantor, the Company or such
Restricted Subsidiary will be discontinued on or before the expiration of such period); provided,
however, that the creation of any Secured Debt permitted under Section 1005 shall not be
deemed to create or be considered a Sale and Leaseback Transaction.



          “Secured Debt” means any indebtedness for money borrowed by, or evidenced by a note or other
similar instrument of, the Guarantor, the Company or a Restricted Subsidiary, and any other
indebtedness of the Guarantor, the Company or a Restricted Subsidiary on which, by the terms of
such indebtedness, interest is paid or payable, including obligations evidenced or secured by
leases, installment sales agreements or other instruments (other than indebtedness owed by a



-9-









 





Restricted Subsidiary to the Guarantor or the Company, or by a Restricted Subsidiary to
another Restricted Subsidiary, or by the Guarantor or the Company to a Restricted Subsidiary),
which in any case is secured by (a) a Security Interest in any property or assets of the Guarantor,
the Company or any Restricted Subsidiary, or (b) a Security Interest in any shares of stock owned
directly or indirectly by the Guarantor or the Company in a Restricted Subsidiary or in
indebtedness for money borrowed by a Restricted Subsidiary from the Guarantor, the Company or
another Restricted Subsidiary. The securing in the foregoing manner of any previously unsecured
debt shall be deemed to be the creation of Secured Debt at the time such security is given. The
amount of Secured Debt at any time outstanding shall be the aggregate amount then owing thereon by
the Guarantor, the Company and the Restricted Subsidiaries.




          “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities of any series authenticated and delivered under this Indenture,
including any coupons attached thereto.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Security Interest” means any mortgage, pledge, lien, encumbrance or other security interest
which secures payment or performance of an obligation.



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



          “Senior Funded Debt” means any obligation of the Guarantor, the Company or any Restricted
Subsidiary which constituted Funded Debt as of the date of its creation and that, in the case of
such Funded Debt of the Guarantor and the Company is not subordinate and junior in right of
payment to the prior payment of the Securities.



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



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



          “Subsidiary” means a corporation, association, partnership or other entity of which more than
50% of the outstanding Voting Stock is owned, directly or indirectly, by the Guarantor, the
Company or by one or more other Subsidiaries, or by the Guarantor, the Company and one or more
other Subsidiaries.



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



-10-









 





          “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument is qualified (to the extent required by law) under such act, except as
provided by Section 905.



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



          “Unrestricted Subsidiary” means (a) any Subsidiary acquired or organized after the date of
the applicable Indenture, provided, however, that such Subsidiary is not a successor, directly or
indirectly, to, and does not directly or indirectly own any equity interest in, any Restricted
Subsidiary, (b) any Subsidiary the principal business and assets of which are located outside the
United States, (c) any Subsidiary the principal business of which consists of financing the
acquisition or disposition of machinery, equipment, inventory, accounts receivable and other real,
personal and intangible property by Persons including the Guarantor, the Company or a Subsidiary,
including without limitation Signal Capital Corporation and its
Subsidiaries, (d) any Subsidiary the principal business of which is owning, leasing, dealing in or developing
real property for residential or office building purposes, and (e) any Subsidiary substantially
all the assets of which consist of stock or other securities of an Unrestricted Subsidiary or
Unrestricted Subsidiaries of the character described in clauses (a) through (d) of this paragraph,
unless and until, in each of the cases specified in this paragraph, any such Subsidiary shall have
been designated to be a Restricted Subsidiary pursuant to clause (b) of the definition of
“Restricted Subsidiary.”



          “U.S. Government Obligations” means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (y) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, 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
(as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of such 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 U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.



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



          “Voting Stock” means securities of the class or classes having general voting power under
ordinary circumstances to elect at least a majority of the board of directors, managers or
trustees of such corporation, association, partnership or other entity (irrespective of whether or
not at the time securities of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).



-11-









 





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 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 shall include:




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




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




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




     (4) a statement as to whether, 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 with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.



          Any certificate or opinion of an officer of the Company may be based, insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows that the certificate or opinion or representations with respect to the matters upon
which such officer’s certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters or information which is
in the possession of the Company, upon a certificate or opinion of, or representations by, an
officer or officers of the Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous. Any Opinion of Counsel may be stated
to be based on the opinion of other counsel, in which event it shall be accompanied by a copy of
such other opinion.



-12-









 





          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; Record Dates.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person
or by 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
and,
where it is expressly hereby required, to the Company. Such instrument or instruments (and
the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or
of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject
to Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided
in this Section.



          Without limiting the generality of the foregoing, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be made, given or taken by Holders, and a Depositary
that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of
interest in any such Global Security.



          (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 or her the execution
thereof.
Where such execution is by an officer of a corporation or a member of a partnership, acting on
behalf of such corporation or partnership, such certificate or affidavit shall also constitute
sufficient
proof of such officer’s authority. Notwithstanding the foregoing, the fact and date of the
execution
of any such instrument or writing, and the authority of the Person executing the same, may
also be
proved in any other manner that the Trustee deems sufficient.



          (c) Except as provided in the next paragraph of this Subsection (c) or as
specifically provided otherwise pursuant to Section 301 with respect to any series of
Securities, the
Company may set any day as the record date for the purpose of determining the Holders of
Securities
of any series entitled to give or take any request, demand, authorization, direction, notice,
consent,
waiver or other action, or to vote on any action, authorized or permitted to be given or taken
by
Holders of Securities of such series. With regard to any record date set pursuant to this
Subsection (c), the Holders of Outstanding Securities of the relevant series on such record date (or
their duly
appointed agents), and only such Persons, shall be entitled to give or take the relevant
action,
whether or not such Holders remain Holders after such record date. With regard to any action
that
may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record date is set
pursuant




-13-










 







to this Subsection (c), the Company may, at its option, set an expiration date after which
no such action purported to be given or taken by any Holder shall be effective hereunder unless
given or taken on or prior to such expiration date by Holders of the requisite principal amounts
of Outstanding Securities of such series on such record date (or their duly appointed agents). On
or prior to any expiration date set pursuant to this Subsection (c), the Company may, on one or
more occasions at its option, extend such date to any later date. Nothing in this Subsection (c)
shall prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any
expiration date, any action identical to, or, at any time, contrary to or different from any
action given or taken, or purported to have been given or taken, hereunder by a Holder on or prior
to such date, in which event the Company may set a record date in respect hereof pursuant to this
Subsection (c).




          Notwithstanding the foregoing, upon receipt by the Trustee, with respect to Securities of any
series, of (i) any Notice of Default pursuant to
Section 502, (ii) any declaration of
acceleration, or any rescission and annulment of any such declaration pursuant to Section
502, or (iii) any direction given pursuant to Section 512 (any such notice,
declaration, rescission and annulment, or direction being referred to herein as a “Direction”), a
record date shall automatically and without any other action by any Person be set for the purpose
of determining the Holders of Outstanding Securities of such series entitled to join in such
Direction, which record date shall be the close of business on the day the Trustee receives such
Direction. The Holders of Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such Direction, whether or
not such Holders remain Holders after such record date; provided that, unless such Direction shall
have become effective by virtue of Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such Direction shall automatically and
without any action by any Person be canceled and be of no further effect. Nothing in this
paragraph shall prevent a Holder (or a duly appointed agent thereof) from giving, before or after
the expiration of such 90-day period, a Direction contrary to or different from, or, after the
expiration of such period, identical to, a Direction that has been canceled pursuant to the
proviso to the preceding sentence, in which event a new record date in respect thereof shall be
set pursuant to this Subsection (c).



          (d) The ownership of Registered Securities shall be proved by the Security
Register.



          (e) The principal amount and serial numbers of Bearer Securities held by any
Person, and the date of holding the same, may be proved by the production of such Bearer
Securities
or by a certificate executed, as depositary, by any trust company, bank, banker or other
depositary
reasonably acceptable to the Company, 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 depositary, 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



-14-









 





Outstanding. The principal amount and serial numbers of Bearer Securities held by the Person so
executing such instrument or writing and the date of holding the same may also be proved in any
other manner which the Trustee deems sufficient.




          (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 thereof 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 Trustee, Company and Guarantor.




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




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Trustee Administration, or at such
other address as previously furnished in writing to the Holders and the Company by the
Trustee for such purpose, or




     (2) the Company or the Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, registered or certified mail postage prepaid, in the case of the Company, to the
Company addressed to it at 4711 Golf Road, Skokie, Illinois 60076, Attn: Secretary, or at
such other address as previously furnished in writing to the Trustee by the Company for
such purpose and, in the case of the Guarantor, to the Guarantor addressed to it at 2 North
Riverside Plaza, Suite 1900, Chicago, Illinois 60606, Attn: Secretary, or at such other
address as previously furnished in writing to the Trustee by the Guarantor for such
purpose.



SECTION 106. Notice to Holders; Waiver.




          Except as otherwise provided in any supplemental indenture with respect to Holders of
Securities of any series issued pursuant to such supplemental indenture, where this Indenture
provides for notice to Holders of any event:




     (1) such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder of the
Registered Securities affected by such event, at such Holder’s address as it appears in
the
Security Register, not later than the latest date (if any), and not earlier than the
earliest date
(if any), prescribed for the giving of such notice, and




     (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any,
if published in an Authorized Newspaper in The City of New York and if the Securities
of



-15-









 






such series are then listed on any stock exchange outside the United States, in an
Authorized
Newspaper in such city as the Company shall advise the Trustee that such stock exchange so
requires, on a Business Day at least twice, the first such publication to be not earlier
than the earliest date and not later than the latest date prescribed for the giving of such
notice.



          In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice mailed to the 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. In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.



          In case 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
Holder 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 failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice mailed to Holders or Registered Securities as provided above.



          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. Language of Notices.




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



SECTION 108. Applicability of Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.



-16-









 





SECTION 109. Effect of Headings and Table of Contents.




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



SECTION 110. Successors and Assigns.




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



SECTION 111. Separability Clause.




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



SECTION 112. Benefits of Indenture.




          Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, 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 113. Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws principals thereof.



SECTION 114. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date, Repurchase Date, sinking fund
payment date or Stated Maturity or Maturity of any Security of any series or any date by which any
report or other information is due pursuant to any provision of this Indenture shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or such Securities)
payment of interest or principal (and premium, if any) or delivery of such report or information
need not be made on or by such date, but may be made on the next succeeding Business Day with the
same force and effect (a) with respect to any payment, as if made on the Interest Payment Date,
Repurchase Date or Redemption Date, sinking fund payment date or at the Stated Maturity or
Maturity, and (b) with respect to any such report or other information, as if delivered by the
stated due date. No interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date, Repurchase Date, sinking fund payment date or Stated Maturity or Maturity,
as the case may be, to such next succeeding Business Day.



-17-









 





SECTION 115. Execution in Counterparts.




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



ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




          The Securities of each series shall be in substantially the form as shall be
established without the approval of any Holders by or pursuant to one or more Board Resolutions in
accordance with Section 301 or in one or more indentures supplemental hereto, in each
case, including without limitation such appropriate legends, insertions, omissions, substitutions
and other variations as are required or are not prohibited by this Indenture, and may have such
letters, numbers or other marks of identification 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 necessary or appropriate to comply with any law or with any rule or regulation
made pursuant thereto or with any rules or regulations of any securities exchange on which such
series of Securities may be listed, or to conform to general usage, or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced by their execution
of such Securities.



SECTION 202. Securities in Global Form.




          If Securities of a series are Global Securities, any such Global Security may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the amount or changes in the rights of Holders of
Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein. Any instructions by the Company with respect to a Global
Security shall be in writing but need not comply with Section 102.



          Unless otherwise provided as contemplated by Section 301 with respect to any series
of Securities, the Securities of each series shall be issuable in registered form without coupons.
If so provided as contemplated by Section 301, the Securities of a series shall also be
issuable in bearer form, with or without interest coupons attached.



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



-18-









 





SECTION 203. Form of Trustee’s Certificate of Authentication.




          The Trustee’s certificates of authentication shall be in substantially the following form:



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


	 	 	 	 	 
	 	[TRUSTEE], 
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory        	 
	 	 	 	 




-19-









 







ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.





          The aggregate principal amount of Securities of all series which may be issued,
executed, authenticated, delivered and Outstanding under this Indenture is unlimited.



          The Securities may be issued in one or more series. There shall be established, without the
approval of any Holders, by or pursuant to authority granted by one or more Board Resolutions and,
subject to Section 303, there shall be set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable:




     (1) the title of the Securities of 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 the series
which may be authenticated and delivered under this Indenture (except for Securities of
the
series authenticated and delivered upon registration of transfer of, or in exchange for,
or in
lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906, 1010, 1107 or 1405 and except for any Securities of the series which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);




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




     (4) the date or dates, or the method by which such date or dates are determined
or extended, on which the principal and premium (if any) of the Securities of the series
shall
be payable;




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




     (6) if other than the fifteenth day next preceding an Interest Payment Date, the
Regular Record Date with respect to an Interest Payment Date;




     (7) the place or places, if any, other than or in addition to the Corporate Trust
Office, where the principal of, premium (if any), and interest on Securities of the
series shall
be payable;



-20-









 






     (8) the period or periods within which, the price or prices at which, and the terms
and conditions upon which Securities of the series may be redeemed, in whole or in part, at
the option of the Company, if the Company is to have such option;




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




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




     (11) if other than the currency of the United States of America, the currency,
currencies or currency units in which payment of the principal, premium (if any), and interest
on any Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of
“Outstanding” in Section 101;




     (12) if the amount of payments of principal of, premium (if any), or interest on
any Securities of the series may be determined with reference to an index, the manner in
which such amounts shall be determined;




     (13) if the principal of, premium (if any), or interest on any Securities of the series
is to be payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Securities are stated to be
payable, the currency, currencies or currency units in which payment of the principal of,
premium (if any), and interest on Securities of such series as to which such election is made
shall be payable, and the periods within which and the terms and conditions upon which such
election is to be made;




     (14) if other than the principal amount thereof, the portion of the principal amount
of Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to
Sections 503 and 504;




     (15) the application, if any, of either or both of Section 1302 and Section
1303 to
the Securities of the series;




     (16) any addition to or change in the Events of Default with respect to the
Securities of the series and any change in the right of the Trustee or the Holders to declare
the principal of, premium (if any), and interest on, such Securities due and payable;




     (17) any addition to or change in the covenants and definitions currently set forth
in this Indenture or in the terms currently set forth in Article Eight or Article Ten;



-21-









 






     (18) whether Securities of the series shall 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, if any, upon which Bearer
Securities of
the series may be exchanged for Registered Securities of the series and vice versa;




     (19) if and as applicable, that the Securities of the series shall be issuable in
whole
or in part in the form of one or more Global Securities and, in such case, the
Depositary or
Depositaries for such Global Security or Global Securities and any circumstances other
than
those set forth in Section 305 in which any such Global Security may be
transferred to, and
registered and exchanged for Securities of the series registered in the name of, a
Person other
than the Depositary for such Global Security or nominee thereof, and in which any such
transfer may be registered; and




     (20) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture, except as permitted by
Section 901(4)).



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time. Unless otherwise provided,
Securities within a single series may have different terms and a series may be reopened, without
the consent of the Holders, for issuance of additional Securities of such series.



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



SECTION 302. Denominations.




          Unless
otherwise specified pursuant to Section 301, the Securities of each
series shall be issuable in registered form without coupons. In the absence of any contrary
provisions with respect to the Securities of any series pursuant to Section 301, the
Registered Securities of such series shall be issuable in denominations of $1,000 and any integral
multiple of $1,000, and the Bearer Securities of such series, if any, shall be issuable in the
denomination of $5,000.



SECTION 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, any of its Vice Presidents, the Treasurer or any Assistant Treasurer and
attested by its Secretary or any of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.



          Securities bearing the manual or facsimile signatures of individuals who, at the time such
manual or facsimile signatures were affixed to such Securities, were properly serving as such



-22-









 





officers of the Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, arid the Trustee in accordance with the Company Order shall authenticate and make
available for delivery such Securities as provided in this Indenture. If the form or terms of the
Securities of the series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying
upon,



          (a) a copy of any Board Resolution;



          (b) an executed supplemental indenture, if any;



          (c) an Officers’ Certificate; and



          (d) an Opinion of Counsel stating:




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




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




     (3) that such Securities have been duly authorized and, when executed,
authenticated, issued and delivered in accordance with the terms of this
Indenture,
and assuming due authentication thereof by the Trustee, and when such
Securities are
delivered and paid for by the purchaser thereof, will constitute valid and
legally
binding obligations of the Company enforceable against the Company in
accordance
with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or
transfer, reorganization, moratorium and other laws of general applicability
relating
to or affecting creditors’ rights and to general equity principles; provided,
however,
that such Opinion of Counsel need express no opinion as to whether a court in
the
United States would render a money judgment in a currency other than that of
the
United States.



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





-23-










 







          Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of any series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or a Company
Order or an Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the time of authentication of each Security of such series if such documents are delivered at or
prior to the authentication upon original issuance of the first Security of such series to be
issued.



          Each Security shall be dated and issued as of the date of its authentication.



          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or its Authenticating Agent
by manual signature, and such certificate upon any such Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any such 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, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



SECTION 304.      Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and make available for delivery, temporary
Securities of that series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities
of that series in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in the form of Global Securities.



          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, subject to Section 305 hereof, for
definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and make available for delivery in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor. Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities of such series and
tenor.




-24-









 








SECTION 305.      Registration, Registration of Transfer and Exchange.




          The Company may act as, or may appoint an agent or the Trustee to act as, the depository for
the safekeeping of certificated Securities, issuing agent of the Securities and registrar for the
registration of Registered Securities and transfers of Registered Securities (the “Security
Registrar”) pursuant to Section 301. The Company shall cause to be kept a register (the
register maintained by the Trustee, any agent or in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Registered Securities and transfers of Registered Securities. Unless the
Company or another agent is designated as the Security Registrar with respect to any series of
Registered Securities pursuant to Section 301, the Trustee is hereby appointed “Security
Registrar” of each series of Registered Securities for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as herein provided at
the Corporate Trust Office.



          Upon surrender for registration of transfer of any Registered Security of any series at the
office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and make available for delivery, 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 and tenor bearing a number not
contemporaneously outstanding. No Registered Security to be issued upon exchange of an Outstanding
Security shall be issued in a denomination less than $1,000 unless otherwise specified pursuant to
Section 301.



          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 and denomination or tenor, upon surrender of such Registered
Securities to be exchanged at such office or agency, and upon payment of any taxes or governmental
charges as hereinafter provided. Whenever any such Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and make available for
delivery, the Registered Securities which the Holder making the exchange is entitled to receive.



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



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



          If so provided with respect to Securities of a series, at the option of the Holder, Bearer
Securities of any such series may be exchanged for Registered Securities of the same series
containing identical terms and provisions, of any authorized denominations and aggregate principal



-25-









 





amount, 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, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee 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 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 date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer
Security, such coupon shall be returned to the person so surrendering the Bearer Security), 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
due in accordance with the provisions of this Indenture.




          If expressly provided with respect to the Securities of any series, at the option of the
Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such
terms and conditions as may be provided with respect to such series.



          Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Securities which the Holder making
the exchange is entitled to receive.



          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company or the Trustee shall 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 such Securities, other than exchanges pursuant to
Section 304, 906, 1010, 1107 or
1405 not involving any transfer.



          The Company shall not be required (i) to issue, register the transfer of, or exchange
Securities of any series during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending at the close of business on the
day of the mailing of a notice of
redemption of Securities of that series selected for redemption under
Section 1104;
or (ii) to register the transfer of or exchange any Security so selected for redemption in whole
or in part, except the unredeemed portion of any such Security being redeemed in part; or



-26-









 





(iii) to register the transfer of or exchange any Security during a period beginning five days
before the date of Maturity with respect to such Securities and ending on such date of Maturity.




          Notwithstanding the foregoing and except as otherwise specified or contemplated by Section
301, no Global Security shall be exchangeable pursuant to this Section 305 or
Sections 304, 906, 1010, 1107 and 1405 for Securities registered in the name of, and no
transfer of a Global Security of any series may be registered to, any Person other than the
Depositary for such Security or its nominee unless (1) such Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if the Company
determines that the Depositary is unable to continue as Depositary and the Company thereupon fails
to appoint a successor Depositary; (2) the Company executes and delivers to the Trustee a Company
Order that such Global Security shall be so exchangeable and the transfer thereof so registerable;
(3) the Company provides for such exchange pursuant to
Section 301; or (4) there shall have
occurred and be continuing an Event of Default, or an event which after notice or lapse of time
would be an Event of Default, with respect to the Securities evidenced by such Global Security.
Upon the occurrence in respect of any Global Security of any series of any one or more of the
conditions specified in clauses (1), (2), (3) or (4) of the preceding sentence or such other
conditions as may be specified as contemplated by Section 301 for such series, such Global
Security may be exchanged for Securities of the same series registered in the names of, and the
transfer of such Global Security may be registered to, such Persons (including Persons other than
the Depositary with respect to such series and its nominees) as such Depositary shall direct.
Notwithstanding any other provisions of this Indenture, any Security of any series authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global
Security of that series shall also be a Global Security and shall bear the legend specified in the
Officers’ Certificate or supplemental indenture specified in Section 201 except for any
Security of that series authenticated and delivered in exchange for, or upon registration of
transfer of, a Global Security pursuant to the preceding sentence.



          In the event that a Global Security is deposited upon issuance with a Depositary, it will be
registered in the name of the Depositary or a nominee of the Depositary (the “Global Security
Registered Owner”). Payments in respect of the principal of, premium (if any) and interest on any
Securities registered in the name of the Global Security Registered Owner will be payable to the
Global Security Registered Owner in its capacity as the registered owner of such Global Security.
The Company and the Trustee may treat the person in whose name(s) the Securities, including the
Global Security, are registered as the owner thereof for the purpose of receiving such payments and
for any and all other purposes whatsoever. None of the Company, the Guarantor, the Trustee, the
Security Registrar, the Paying Agent or any agent of the Company, the Guarantor or the Trustee will
have any responsibility or liability for (i) any aspect of the records relating to or payments made
on account of the beneficial ownership interests of the Global Security by the Depositary or any of
its participants, or for maintaining, supervising or reviewing any records of the Depositary or any
of its participants relating to the beneficial ownership interests of the Global Security; (ii) the
payments to the beneficial owners of the Global Security of amounts paid to the
Global Security Registered Owner; or (iii) for any other matter relating to the actions and
practices of the Depositary or any of its participants. Neither the Company nor the Guarantor or
the Trustee will be liable for any delay by the Global Security Registered Owner or the Depositary
or any of its participants in identifying the beneficial owners of the Securities, and the Company,
the Guarantor and the Trustee may conclusively rely on, and will be protected in relying on,
instructions from the Global Security



-27-









 





Registered Owner or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the Securities to be issued).




SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities,




          If any mutilated Security is surrendered to the Trustee or the Company, together with
such security, bond or indemnity as may be required by the Company or the Trustee to save each of
them and any agent of either of them harmless, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



          If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security; and (ii) such security, bond or indemnity in a
form satisfactory to both of them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security has been acquired
by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and make
available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



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



          Upon the issuance of any Security under this Section, the Company or the Trustee shall
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), if any, connected therewith.



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



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



SECTION 307.      Payment of Principal and Interest; Interest Rights Preserved.




     Principal, premium (if any), and interest due on a Security at Maturity or upon
redemption or repurchase will be paid by wire transfer in immediately available funds against
presentation and surrender of the Security by the Holder thereof at the office of the Paying Agent,
but only if appropriate wire transfer instructions have been received in writing (or such
other means



-28-









 





as deemed acceptable by the Paying Agent) by the Paying Agent not less than 15 days before
Maturity or the Redemption Date or Repurchase Date. In the event such instructions are not
received by such 15th day, such principal, premium (if any), and interest due will be paid by
check against such presentation and surrender.




          Except as otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, in the case of Registered Securities, to
the Person in whose name that Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest and, in the case
of Bearer Securities, upon surrender of the coupon appertaining thereto in respect of the interest
due on such Interest Payment Date. All interest payments on any Registered Security (other than
interest due at Maturity or on redemption or repayment) will be made by mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 301, to the address of such Person as it appears on the Security Register.
Notwithstanding the foregoing, any Holder of Registered Securities of any series which pay
interest on the same Interest Payment Date and which are in an aggregate principal amount in
excess of $10,000,000 may elect to receive payments of interest with respect to such series (other
than interest due at Maturity or on redemption or repayment) via wire transfer in immediately
available funds to a bank in New York, New York (or other bank approved by the Paying Agent) by
making arrangements therefor in writing (or such other means as deemed acceptable by the Paying
Agent) with the Paying Agent not later than the Regular Record Date immediately preceding the
applicable Interest Payment Date.



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




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit 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 of the proposed
payment of such



-29-









 






Defaulted Interest and the Special Record Date therefor to be mailed, first-class posted
prepaid, to each Holder of Securities of such series at such Holder’s 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names
the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2),




     (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 the Registered Securities of such series in respect of
which interest is in default are listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.



          Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of 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 Registered Security for the purpose of
receiving payment of principal of, premium (if any), and (subject to Sections 305 and 307)
any interest on such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and none of the Company, the Trustee, or any agent of the
Company or the Trustee shall be affected by notice to the contrary.



          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 Depositary, as a Holder,
with respect to such Global Security or impair, as between such Depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of
the rights of such Depositary (or its nominee) as Holder of such Global Security.



          The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security and the bearer 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 Bearer Security or coupon is overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the
contrary.



-30-









 






SECTION 309.      Cancellation.




          All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and 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 such
Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this Section.
The Trustee shall return all canceled Securities to the Company.



SECTION 310.      Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. No interest will accrue with respect to the 31st day of any
month.



SECTION 311.      CUSIP Numbers.




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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401.      Satisfaction and Discharge of Indenture.




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



-31-









 





          (1) either




          (A) all Securities of such series theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid for as provided in Section 306; and (ii)
Securities for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or




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




            (i)     have become due and payable, or




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





            (iii)
  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 deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal, premium (if
any), and interest to the date of such deposit (in the case of such Securities
which have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;






     (2) the Company has paid or caused to be paid all other sums payable hereunder
by the Company with respect to such series of Securities; and




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



          Notwithstanding the satisfaction and discharge of this Indenture with respect to a series of
Securities, the obligations of the Company and the Trustee to the Holders of Securities of other
series not so satisfied and discharged, the obligations of the Company to the Trustee under
Section 607, the obligations of the Company to any Authenticating Agent under Section
615, and, if money shall have been deposited with 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.



-32-









 





SECTION 402.      Application of Trust Money.




          Subject
to 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 of each series 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, for all sums due or to become due thereon
for principal, premium (if any), and interest; 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.




          “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):




     (1) default in the payment of any interest upon any Security of that series when
it becomes due and payable, and continuance of that default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, 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 due by the terms of
a Security of that series; or




     (4) default in the performance, or breach, of any covenant or warranty of the
Company or the Guarantor in this Indenture with respect to any Security of that series (other
than a covenant or warranty a default in the performance of which or the breach of which is
elsewhere in this Section specifically dealt with or that has expressly been included in
this Indenture solely for the benefit of series of Securities other than that series), and
continuance of that default or breach for a period of 30 days after there has been given,
by registered or certified mail, to the Company and the Guarantor by the Trustee or to the
Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying the default or
breach and requiring it to be remedied and stating that the notice is a “Notice of
Default” hereunder; or




     (5) if an event of default as defined in any mortgage, indenture, bonds,
debentures, notes or instrument under which there may be issued, or by which there may
be secured or evidenced, any indebtedness of the Company or the Guarantor for money



-33-









 






borrowed, whether such
indebtedness now exists or shall hereafter be created, shall
happen and shall result in more than $10,000,000 (or its equivalent in any other currency)
in principal amount of such indebtedness becoming or being declared due and payable
before the date on which it would otherwise become due and payable (in which case the
Company or the Guarantor shall give notice to the Trustee of such default as soon as is
reasonably practicable), and that acceleration shall not be rescinded or annulled, or such
indebtedness shall not have been discharged prior to the notice in writing to the Company
and the Guarantor given pursuant to Section 502; or




     (6)
the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or the Guarantor in an
involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency,
reorganization or other
similar law; or (B) a decree or order adjudging the Company or
the Guarantor bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or the Guarantor
under any applicable federal or state law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or the Guarantor
or of all or substantially all of their respective property, or ordering the winding up or
liquidation of their respective affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period of 60
consecutive days; or




     (7)
the commencement by the Company or the Guarantor of a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency,
reorganization or other
similar law or of any other case or proceeding to be adjudicated
bankrupt or insolvent, or
the consent by it to the entry of a decree or order for relief in respect of the Company
or the Guarantor in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against either of them, or the filing by
either of them of a petition or answer or consent seeking reorganization or relief under
any applicable federal or state law, or the consent by either of them to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or the
Guarantor or of all or substantially all of their respective property, or the making by
either of them of an assignment for the benefit of creditors, or the admission by either of
them in writing of their inability to pay their respective debts generally as they become
due, or the taking of corporate action by the Company or the Guarantor in furtherance of
any such action; or




     (8) any other Event of Default provided with respect to Securities of that
series, pursuant to Section 301.



SECTION 502.      Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default specified in Section 501(6) or (7) occurs, all unpaid
principal of, premium (if any) and accrued interest on the Securities of any series at the time
Outstanding shall ipso facto become and shall be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder, and if any other Event of
Default with respect to Securities



-34-









 





of any series at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount), plus any interest accrued on the Securities of such series to the date of declaration,
shall become immediately due and payable.





               Upon
payment (i) of (A) such principal amount; and (B) such interest; and (ii) of interest on
any overdue principal and overdue interest at the rate or rates prescribed therefor in
the Securities of such series (in each case to the extent that the payment of such interest shall
be legally enforceable), all of the Company’s and the Guarantor’s respective obligations in respect
of the payment of principal of and interest on the Securities of such series shall terminate.




               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 provided in this Article, the Holders of a
majority in aggregate principal
amount of the Outstanding Securities of that series, by written notice to the Company,
the Guarantor and the Trustee, may rescind and annul such declaration and its consequences (and
the particular event on which the declaration of acceleration is based shall no longer be grounds
for a declaration of acceleration) if both:




     (1)
the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient
to pay:




     (A) all overdue installments of interest on all Outstanding Securities of
that series,




     (B)
the principal of (and premium, if any, on) any Outstanding Securities of
that series which have become due otherwise than by such declaration
of acceleration
and any interest thereon at the rate or rates prescribed therefor or in
such Securities,




     (C)
to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor 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 non-payment of the principal (or premium, 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.



-35-









 





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 on any Security of
any series when such interest 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, if any, on) any
Security of any series at the Maturity thereof,



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
Securities of such series, the whole amount then due and payable on such Securities for principal,
premium (if any), and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal, premium (if any), and any overdue interest, at the
rate or rates prescribed therefor in such series of 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 and collect the
moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the
Company or any other obligor upon such Securities, 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 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, adjustment, composition or other judicial proceeding relative to the
Company (or any other obligor upon the Securities of any series), its property or its creditors,
the Trustee (irrespective of whether the principal of the Securities of any series shall then be
due and payable as there in 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 (if
any), or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, to (i) 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, premium (if any), and interest (if
any) owing and unpaid in respect of the



-36-









 





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 (ii) 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 to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.




          No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of
any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



SECTION
505.      Trustee May Enforce Claims Without Possession of Securities.




          All rights of action and claims under this Indenture or any of the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or
the production thereof in any proceeding relating thereto, 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 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, premium (if any) or interest, upon presentation of the
Securities 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 under Section 607;




     SECOND:
To the payment of the amounts then due and unpaid for principal of, premium (if
any) and interest on the Securities 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 amounts due and payable on such Securities for principal, premium
(if any) and interest,
respectively; and




     THIRD: To the payment of the remainder, if any, to the Person or Persons
entitled thereto.



-37-









 





SECTION 507.      Limitation on Suits.




          No
Holder of any Security of any series 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 same series;




     (2)
the Holders of not less than 25% in principal amount of the Outstanding Securities
of that same 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;




     (3)
such Holder or Holders have offered to the Trustee reasonable indemnity 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 same 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, 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 of such Holders.




SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest.




          Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of,premium (if
any) and (subject to Section 307) any interest on such
Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date or, in
the case of repurchase at the option of the Holder, on the Repurchase Date) and to institute
suit for the enforcement of any such payment, 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 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, subject to
any determination in such proceeding, the Company, the Guarantor, the
Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and



-38-









 





thereafter all rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding had 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 in the last paragraph
of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.



SECTION 511.      Delay or Omission Not Waiver.




          No
delay or omission of the Trustee or of any Holder of Securities of any series to exercise
any right or remedy accruing upon any Event of Default with respect
to such series of Securities
shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an
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, as the case may be.



SECTION 512.      Control by Holders.




          The Holders of a majority in aggregate principal amount of the applicable
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 applicable Outstanding 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) such direction is not unduly prejudicial to the rights of the other Holders
of Securities of such series.



SECTION
513.      Waiver of Past Defaults.




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



-39-









 






     (1)
in the payment of the principal of, premium (if any), or interest on any Security of
such series when due (other than amounts due and payable solely upon acceleration pursuant to
Section 502) unless theretofore paid in full and cured in
accordance with the terms
of this Indenture, or




     (2) in respect of a covenant or provision hereof which under Section 902
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 impair any right consequent thereon.



SECTION 514.      Undertaking for Costs.




             All
parties to this Indenture agree, and each Holder by such Holder’s acceptance of Securities
shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, to the filing by any party litigant in
such suit other than the Trustee 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 and
expenses, 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 Company, 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 of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, premium (if any), or interest on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date) or interest on any overdue principal of any Security.



ARTICLE SIX




THE TRUSTEE




SECTION 601.      Certain Duties and Responsibilities.




          (a) With
respect to Securities of any series, except during the continuance of an Event
of Default with respect to the Securities of such series,




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




          (2)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon



-40-









 






statements, certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture; but in the case of any such statements, certificates or
opinions which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.



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



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




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




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




     (3)
the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it with respect to Securities of any series in good faith in accordance with
the direction of the Holders of a majority in principal amount of the Outstanding Securities
of such series, determined as provided in and subject to
Section 512, relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture with
respect to the Securities of such series, provided such direction shall not be in conflict
with any rule of law or with this Indenture; and




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



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



-41-









 





SECTION 602.      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 by mail to all Holders of
Securities of such series, as their
names and addresses appear in the Security Register, 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, premium (if
any), or interest on any Security
of such series or in the payment of any sinking fund installment with
respect to Securities of such
series, the Trustee shall be protected in withholding such notice if
and so long as the board of
directors, the executive committee, or a trust committee of directors
or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the interest of
the Holders of Securities of such series; and provided, further, that in the case of any default of
the character specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 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 Securities of such series. Except
with respect to an Event of Default pursuant to
Section 501(1), (2) or (3), the Trustee
shall not be charged with knowledge of any default or Event of Default hereunder unless the written
notice thereof shall have been given to a Responsible Officer at the Corporate Trust Office by the
Company, the Guarantor, a Paying Agent, any Holder or an agent of any Holder.



SECTION 603.      Certain Rights of Trustee.





     Subject to the provisions of Section 601:




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




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




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




     (d)
the Trustee may consult with counsel of its selection, and the written 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;



-42-









 






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




     (f)
the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company pertaining to the Securities,
personally or by agent or attorney;




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




     (h) the Trustee shall not be liable for any action taken, suffered, or omitted to
be taken 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.



SECTION 604.      Not Responsible for Recitals or Issuance of Securities.




          The recitals contained herein and in the Securities, except the Trustee’s certificate
of authentication, 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 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 the
Securities or the proceeds thereof.



SECTION 605.      May Hold Securities.




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



-43-









 





SECTION 606.      Money Held in Trust.




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



SECTION 607.      Compensation and Reimbursement.





     The Company agrees




     (1)
to pay to the Trustee from time to time such compensation as shall be agreed upon
in writing between the Company and the Trustee for all services
rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of any express trust);




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




     (3) to indemnify each of the Trustee, any predecessor Trustee and their
respective agents for, and to hold them harmless against, any and all loss, damage, claim,
liability or expense, including taxes (other than taxes based on the income of the
Trustee), incurred without negligence, willful misconduct or bad faith on their own part,
arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the reasonable costs and expenses of defending themselves
against any claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder.



          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 501(6) or (7) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any bankruptcy, insolvency, reorganization
or other similar law.



          The Trustee shall have a lien prior to the Securities as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular
Securities.



          The provisions of this Section shall survive the termination of
this Indenture



SECTION 608.      Disqualification; Conflicting Interests.




          (a) If the Trustee has or shall acquire any conflicting interest (as defined in this Section)
with respect to the Securities of any series then, within 90 days after ascertaining that it has
such conflicting interest and if the default (as defined in this Section) to which such
conflicting interest relates has not been cured or duly waived or otherwise eliminated before the
end of such 90-



-44-









 





day period, the Trustee shall either eliminate such conflicting interest or, except as
otherwise provided below in this Section, resign with respect to the Securities of that series in
the manner and with the effect hereinafter specified in this Article.




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



          (c) For
the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series if the Securities of such series are
in default (as determined in accordance with the provisions of
Section 501, but exclusive of
any period of grace or requirement of notice) and




     (1) the Trustee is trustee under another indenture under which any other securities,
or certificates of interest or participation in any securities, of the Company are
outstanding or is trustee for more than one outstanding series of securities (as defined in
this Section) under a single indenture of the Company, unless such other indenture is a
collateral trust indenture under which the only collateral consists of Securities issued
under this Indenture; provided that there shall be excluded from the operation of this
Section other series of Securities issued under this Indenture and any other indenture or
indentures under which other securities, or certificates of interest or participation in
other securities, of the Company are outstanding, if




     (i) this Indenture and such other indenture or indentures are wholly unsecured
and such other indenture or indentures are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and declared by order
pursuant to Section 305(B) or Section 307(c) of the Trust Indenture Act that
differences exist between the provisions of this Indenture with respect to
Securities of that series and one or more other series or the provisions of such
other indenture or indentures which are so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under this Indenture with
respect to the Securities of that series and such other series or under such other
indenture or indentures, or




     (ii) the Company or the Guarantor, as the case may be, shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that trusteeship under this Indenture with respect to the
Securities of that series and such other series or such other indenture or
indentures is not so likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to disqualify
the Trustee from acting as such under this Indenture with respect to the Securities
of that series and such other series under such other indenture or indentures;



-45-









 

 



     (2)
the Trustee or any of its directors or executive officers is an obligor upon the Securities
or an underwriter for the Company;




     (3)
the Trustee directly or indirectly controls or is directly or indirectly controlled by or
is under direct or indirect common control with the Company, the
Guarantor or an underwriter for the
Company or the Guarantor;




     (4)
the Trustee or any of its directors or executive officers is a director, officer, partner,
employee, appointee, or representative of the Company or the
Guarantor, or of an underwriter (other
than the Trustee itself) for the Company or the Guarantor who is
currently engaged in the business
of underwriting, except that (i) one individual may be a
Trustee and a director and/or an executive officer of the Company or the Guarantor, but may not be
at the same time an executive officer of both the Trustee and the Company or the Guarantor; (ii) if
and so long as the number of directors of the Trustee in office is more than nine, one additional
individual may be a director and/or an executive officer of the Trustee and a director of the
Company or the Guarantor; and (iii) the Trustee may be designated by the Company, the Guarantor or by any underwriter for the Company or the Guarantor to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent, escrow agent or depositary, or in any other
similar capacity, or, subject to the provisions of paragraph (1) of this Subsection, to act as
trustee, whether under an indenture or otherwise;





     (5)
10% or more of the voting securities of the Trustee is beneficially owned either by the
Company or the Guarantor or by any director, partner or executive
officer thereof, or 20% or more of
such voting securities is beneficially owned, collectively, by any two or more of such persons; or
10% or more of the voting securities of the Trustee is beneficially owned either by an underwriter
for the Company or the Guarantor or by any director, partner or
executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




     (6)
the Trustee is the beneficial owner of, or holds as collateral security for an obligation
which is in default (as hereinafter in this Subsection defined),
(i) 5 % or more of the voting
securities, or 10% or more of any other class of security, of the
Company or the Guarantor not
including the Securities issued under this Indenture and securities
issued under any other indenture
for which the Trustee is also trustee, or (ii) 10% or more of
any class of security of an
underwriter for the Company or the Guarantor;




     (7)
the Trustee is the beneficial owner of, or holds as collateral security for an obligation
which is in default (as hereinafter in this Subsection defined), 5 %
or more of the voting
securities of any person who, to the knowledge of the Trustee, owns
10% or more of the voting
securities of, or controls directly or indirectly or is under direct
or indirect common control
with, the Company or the Guarantor;




     (8)
the Trustee is the beneficial owner of, or holds as collateral security for an obligation
which is in default (as hereinafter in this Subsection defined), 10% or more of any



-46-









 





class of security of any person who, to the knowledge of the Trustee, owns 50% or more of
the voting securities of the Company or the Guarantor;




     (9)
the Trustee owns, on the date of default under the Securities of such series (as
determined in accordance with the provisions of Section 501, but
exclusive of any period of
grace or requirement of notice) or any anniversary of such default while such default
upon the Securities of such series remains outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or in
any other similar capacity, an aggregate of 25% or more of the voting securities, or of any
class of security, of any person, the beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under paragraph (6), (7) or (8) of this
Subsection. As to any such securities of which the Trustee acquired ownership through
becoming executor, administrator or testamentary trustee of an estate which included them,
the provisions of the preceding sentence shall not apply, for a period of two years from the
date of such acquisition, to the extent that such securities included in such estate do not
exceed 25% of such voting securities or 25% of any such class of security. Promptly after
the dates of any such default upon the Securities of such series and annually in each
succeeding year that the Securities of such series remain in default, the Trustee shall make
a check of its holdings of such securities in any of the above-mentioned capacities as of
such date. If the Company or the Guarantor fails to make payment in full of the principal of,
premium (if any), or interest on any of the Securities of any series when and as the same
becomes due and payable, and such failure continues for 30 days thereafter, the Trustee shall
make a prompt check of its holdings of such securities in any of the above-mentioned
capacities as of the date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph, all such securities so held by
the Trustee, with sole or joint control over such securities vested in it, shall, but only so
long as such failure shall continue, be considered as though beneficially owned by the
Trustee for the purposes of paragraphs (6), (7) and (8) of this Subsection; or




     (10)
except under the circumstances described in Subsections (1), (3), (4), (5) or (6)
of Section 613(b), the Trustee shall be or shall become a creditor of the Company.



          For purposes of paragraph (1) of this Subsection, the term “series of securities” or “series”
means a series, class, or group of securities issuable under an indenture pursuant to whose terms
holders of one such series may vote to direct the indenture trustee, or otherwise take action
pursuant to a vote of such holders, separately from holders of another such series; provided that
“series of securities” or “series” shall not include any series of securities issuable under an
indenture if all such series rank equally and are wholly unsecured.



          The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection
shall not be construed as indicating that the ownership of such percentages of the securities of a
person is or is not necessary or sufficient to constitute direct or indirect control for the
purposes of paragraphs (3) or (7) of this Subsection.



          For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as



-47-









 





corporate securities, but shall not include any note or other evidence of indebtedness issued
to evidence an obligation to repay moneys lent to a person by one or more banks, trust companies or
banking firms, or any certificate of interest or participation in any such note or evidence of
indebtedness; (ii) an obligation shall be deemed to be “in default” when a default in payment of
principal shall have continued for 30 days or more and shall not have been cured; and (iii) the
Trustee shall not be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in default as defined
in clause (ii) above, or (B) any security which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or (C) any security which it holds as agent for
collection, or as custodian, escrow agent or depositary, or in any similar representative capacity.





     (d) For the purposes of this Section:




     (1)
The term “underwriter,” when used with reference to the Company or the Guarantor,
means every person who, within one year prior to the time as of which
the determination is
made, has purchased from the Company with a view to, or has offered
or sold for the Company
in connection with, the distribution of any security of the Company outstanding at such time,
or has participated or has had a direct or indirect participation in any such undertaking, or
has participated or has had a participation in the direct or indirect underwriting of any
such undertaking, but such term shall not include a person whose
interest was limited to a
commission from an underwriter or dealer not in excess of the usual
and customary
distributors’ or sellers’ commission.




     (2)
The term “director” means any director of a corporation or any individual performing
similar functions with respect to any organization, whether
incorporated or unincorporated.




     (3)
The term “person” means an individual, a corporation, a partnership, an association,
a joint-stock company, a trust, an unincorporated organization or a
government or political
subdivision thereof. As used in this paragraph, the term
“trust” shall include only a trust
where the interest or interests of the beneficiary or beneficiaries are evidenced by
a security.




     (4)
The term “voting security” means any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a person, or
any security issued under or pursuant to any trust, agreement or arrangement whereby a
trustee or trustees or agent or agents for the owner or holder of such security are currently
entitled to vote in the direction or management of the affairs of a person.




     (5) The term “Company” means any obligor upon the Securities of any series.




     (6)
The term “executive officer” means the president, every vice president, every trust
officer, the cashier, the secretary and the treasurer of a corporation, and any
individual customarily performing similar functions with respect to any organization
whether incorporated or unincorporated, but shall not include the chairman of the board of
directors.



-48-









 






     (7) The term “Guarantor” means the Person named as Guarantor in the first
paragraph of this Indenture until a successor corporation shall become such pursuant to the
applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such
successor corporation.



          (e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:




     (1)
A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to
as a “person” in this
paragraph) means such amount of the outstanding voting securities of
such person as entitles
the holder or holders thereof to cast such specified percentage of
the aggregate votes which
the holders of all the outstanding voting securities of such person
are entitled to cast in
the direction or management of the affairs of such person.




     (2)
A specified percentage of a class of securities of a person means such percentage of
the aggregate amount of securities of the class outstanding.




     (3)
The term “amount,” when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if
relating to capital shares and
the number of units if relating to any other kind of security.




     (4)
The term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding
within the meaning of this
definition:




     (i) securities of an issuer held in a sinking fund relating to securities of
the issuer of the same class;




     (ii) securities of an issuer held in a sinking fund relating to another class
of securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or otherwise;




     (iii) securities pledged by the issuer thereof as security for an obligation
of the issuer not in default as to principal or interest or otherwise; and




     (iv) securities held in escrow if placed in escrow by the issuer
thereof;




provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise voting
rights thereof.




     (5) A security shall be deemed to be of the same class as another security if
both securities confer upon the holder or holders thereof substantially the same rights
and privileges; provided, however, that, in the case of secured evidences of indebtedness,
all of which are issued under a single indenture, differences in the interest rates or
maturity dates of various series thereof shall not be deemed sufficient to constitute such
series different classes and provided, further, that, in the case of unsecured evidences of
indebtedness,



-49-









 






differences in the interest rates or maturity dates thereof shall not be deemed sufficient
to constitute them securities of different classes, whether or not they are issued under a
single indenture.



          (f) Except in the case of a default in the payment of the principal of, premium (if any) or
interest on any of the Securities of any series, or in the payment of any sinking fund installment,
the Trustee shall not be required to resign as provided by this Section if the Trustee shall have
sustained the burden of proving, on application to the Commission, and after opportunity for
hearing thereon, that (i) a default hereunder may be cured or waived during a reasonable period and
under the procedures described in such application and (ii) a stay of the Trustee’s duty to resign
will not be inconsistent with the interest of the Holders of the Securities of such series. The
filing of such an application shall automatically stay the performance of the duty to resign until
the Commission orders otherwise.



SECTION
609.      Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States or of any state of the United States or the
District of Columbia which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal or state authority. Such Trustee shall have a
combined capital and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve as Trustee
hereunder. 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
610.      Resignation and Removal; Appointment of Successor.




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



          (b) The
Trustee may resign at any time with respect to the Securities of one or more series by
giving not less than 30 days prior written notice to the Company
and the Guarantor specifying its
intention to resign, the reason therefor, and specifying the date on
which the resignation shall
become effective. Notwithstanding the foregoing, unless the reason
for such resignation is a
conflict pursuant to Section 608, then such Trustee must resign with respect to
all Securities if the Trustee resigns with respect to any series of Securities. If the instrument
of acceptance by a successor Trustee required by Section 611 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 with
respect to the Securities of such series.



-50-









 





          (c) The
Trustee may be removed at any time with respect to the Securities of any series by the
Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series,
delivered to the Trustee and to the Company. If the instrument of
acceptance by a successor
Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days
after the Act of the Holders of such series calling for the removal
of the Trustee, the Trustee may
petition a court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security of
any series for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder who has been a
bona fide Holder of a Security of any series at least six months, or




     (3) the Trustee shall become incapable of acting or shall be adjudged bankruptor
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 with respect to any series of Securities or all Securities, or (ii) subject to Section
514, any Holder who has been a bona fide Holder of a Security of any series for at least six
months may, on behalf of himself or herself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to such series of Securities
or all Securities and the appointment of a successor Trustee or Trustees.




          (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall
appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements
of Section 611. 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 in accordance with the applicable requirements of Section
611, 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
and accepted appointment in the manner required by
Section 611, any Holder who has been a
bona fide Holder of a Security of such



-51-









 





series for at least six months may, on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.




          (f) The Company shall give or cause to be given 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 to all Holders of Securities of
such series in the manner provided 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 611.      Acceptance of Appointment by Successor.




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



          (b) In
case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute
and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall
contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with
respect to the Securities of that or those series to which the
appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held



-52-









 





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 reasonably necessary 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 612.      Merger, Conversion, Consolidation or Succession to Business.




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



SECTION 613.      Preferential Collection of Claims Against Company.




          (a) Subject to Subsection (b) of this Section, if the Trustee of Securities of any
series shall be, or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company or the Guarantor within three months prior to a default upon Securities of such series, as
defined in Subsection (c) of this Section, or subsequent to such a default, then, unless and until
such default shall be cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually and the Holders of the Securities of such series:




     (1)
an amount equal to any and all reductions in the amount due and owing upon any claim
as such creditor in respect of principal or interest, effected after
the beginning of such
three-month period and valid as against the Company or the Guarantor
and its other creditors,
except any such reduction resulting from the receipt or disposition
of any property described
in paragraph (2) of this Subsection, or from the exercise of any
right of set-off which the
Trustee could have exercised if a petition in bankruptcy had been
filed by or against the
Company or the Guarantor upon the date of such default; and




     (2) all property received by the Trustee in respect of any claim as such
creditor, either as security therefor, or in satisfaction or composition thereof, or
otherwise, after the




-53-










 







beginning of such three-month period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the Company or the
Guarantor and their respective other creditors in such property or such proceeds.




Nothing herein contained, however, shall affect the right of the Trustee:




               (A) to retain for its own account (i) payments made on account of any such
claim by any Person (other than the Company or the Guarantor) who is liable thereon,
and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a
third person, and (iii) distributions made in cash, securities or other property in
respect of claims filed against the Company or the Guarantor in bankruptcy or
receivership or in proceedings for reorganization pursuant to the federal Bankruptcy
Code (as defined herein) or any other applicable federal or state law;




               (B) to realize, for its own account, upon any property held by it as security
for any such claim, if such property was so held prior to the beginning of such
three-month period;




               (C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any such claim,
if such claim was created after the beginning of such three-month period and such
property was received as security therefor simultaneously with the creation thereof,
and if the Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to believe that a
default as defined in Subsection (c) of this Section would occur within three
months; or




               (D)
to receive payment on any claim referred to in paragraph (B) or (C), against
the release of any property held as security for such claim as provided in paragraph
(B) or (C), as the case may be, to the extent of the fair value of such property.



            For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such three-month period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing
claim.



            If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned between the Trustee and the Holders of the
Securities of such series in such manner that the Trustee and such Holders realize, as a result of
payments from such special account and payments of dividends on claims filed against the Company or
the Guarantor in bankruptcy or receivership or in proceedings for reorganization pursuant to the
federal Bankruptcy Code or any other applicable federal or state law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything on account of the
receipt by it from the Company or the Guarantor of the funds and property in such special account



-54-









 




and before crediting to the respective claims of the Trustee and such Holders dividends on claims
filed against the Company or the Guarantor in bankruptcy or receivership or in proceedings for
reorganization pursuant to the federal Bankruptcy Code or any other applicable federal or state
law, but after crediting thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any claim, the term
“dividends” shall include any distribution with respect to such claim, in bankruptcy or
receivership or proceedings for reorganization pursuant to the federal Bankruptcy Code or any other
applicable federal or state law, whether such distribution is made in cash, securities, or other
property, but shall not include any such distribution with respect to the secured portion, if any,
of such claim. The court in which such bankruptcy, receivership, or proceeding for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and such Holders, in
accordance with the provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to give
to the provisions of this paragraph due consideration in determining the fairness of the
distributions to be made to the Trustee and such Holders with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such claim, or to make a
specific allocation of such distributions as between the secured and unsecured portions of such
claims, or otherwise, to apply the provisions of this paragraph as a mathematical formula.




                            Any Trustee which has resigned or been removed after the beginning of such three-month period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this Subsection if and only if the following
conditions exist:




               (i) the receipt of property or reduction of claim, which would have given rise to the
obligation to account if such Trustee had continued as Trustee, occurred after the
beginning of such three-month period; and




               (ii) such receipt of property or reduction of claim occurred within three months after
such resignation or removal.



                            (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:




               (1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by
the Trustee;




               (2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction, or by this Indenture, for the purpose of preserving any property which shall
at any time be subject to the lien of this Indenture or of discharging tax liens or other
prior liens or encumbrances thereon, if notice of such advances and of the circumstances



-55-









 




surrounding the making thereof is given to the Holders of Securities of the appropriate
series at the time and in the manner provided in this Indenture;





               (3) disbursements made in the ordinary course of business in the capacity of trustee under an
indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depositary, or other
similar capacity;




               (4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in cash transactions as defined in
Subsection (c) of this Section;




               (5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or indirectly
a creditor of the Company or the Guarantor; or




               (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of exchange,
acceptances or obligations which fall within the classification of self-liquidating paper as
defined in Subsection (c) of this Section.




               (c) For the purposes of this Section only:




               (1) The term “default” means any failure to make payment in full of the principal of or
interest on any of the Securities of such series or upon the other indenture securities when and as
such principal or interest becomes due and payable.




               (2) The term “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand.




               (3) The term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company or the Guarantor for the
purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company or the Guarantor arising from the making, drawing, negotiating, or incurring of
the draft, bill of exchange, acceptance or obligation.




               (4) The term “Company” means any obligor upon the Securities.




               (5)
The term “federal Bankruptcy Code” means the Bankruptcy Code, Title 11 of the United States
Code.



-56-









 






               (6) The term “Guarantor” means the Person named as the Guarantor in the first
paragraph of this Indenture until a successor corporation shall become such pursuant to the
applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such
successor corporation.




	SECTION 614. Compliance with Tax Laws.





                        The Trustee hereby agrees to comply with all U.S. federal income tax information
reporting and withholding requirements with respect to payments of premium (if any) and interest
on the Securities, whether acting as Trustee, Security Registrar, Paying Agent or otherwise with
respect to the Securities.




	SECTION 615. 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
original issue and upon exchange, registration of transfer or partial redemption 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 acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, 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 all or
substantially all 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 any further act on
the part of the Trustee or the Authenticating Agent.



-57-









 





            An Authenticating Agent for any series of securities may resign at any time by giving
written notice thereof to the Trustee, the Company and the Guarantor. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent, the Company and the Guarantor. 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 Securities may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register, and (ii) if Securities of the series
are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its principal office if such
office is located outside the United States. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effects as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.



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



            The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.



            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 the Trustee’s certificate of
authentication, an alternative certificate of authentication in substantially the following form:



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



	 	 	 	 	 
	 	 	[TRUSTEE]
	 	 	as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	As Authenticating Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Authorized Signatory






            If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing (which writing need
not comply with



-58-









 




Section 102) by the Company, shall appoint in accordance with this Section
615 an Authenticating Agent having an office in a Place of Payment designated by the Company
with respect to such series of Securities.




            The Trustee is hereby appointed as an Authenticating Agent.



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR





	SECTION 701. Company and Guarantor to Furnish Trustee Names and Addresses of
Holders.





            The Company and the Guarantor will furnish or cause to be furnished to the Trustee



            (a) semi-annually, not more than 15 days after each Regular Record Date (or, if there is no
Regular Record Date relating to a series, semi-annually on the dates set forth in or pursuant to
the Board Resolution or supplemental indenture with respect to such series), a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of
such series as of such date, and



            (b) at such other times as the Trustee may reasonably 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 shall be the Security Registrar, no such list need
be furnished.




	SECTION 702. Preservation of Information; Communications to Holders.





            (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as
provided in Section 701, (ii) received by the Trustee in its capacity as Security Registrar
and (iii)filed with it within the two preceding years pursuant to Section 703(c)(2). The
Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished, and destroy not earlier than two years after filing, any information filed
with it pursuant to Section 703(c)(2).



            (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either



-59-









 






               (i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 702(a), or




               (ii) inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 702(a), and as to the approximate cost of mailing to such Holders the form
of proxy or other communication, if any, specified in such application.



                             If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the Trustee in accordance with
Section 702(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless
within five days after such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the
Holders of Securities of such series or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after opportunity for
hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity for hearing, that all
the objections so sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of Securities of such series, with reasonable
promptness after the entry of such order and the renewal of such tender.



                        (c) Every Holder, by receiving and holding Securities, agrees with the Company, the Guarantor
and the Trustee that neither the Company, the Guarantor nor the Trustee nor any agent of any of
them shall be held accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of the source
from which such information was derived, and that the Trustee shall not be held accountable by
reason of mailing pursuant to a request made under Section 702(b).



                        (d) The Company and the Guarantor agree with the Trustee that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 702(b), 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 Section 702(b).




	SECTION 703. Reports by Trustee.





                        (a) The term “reporting date,” as used in this Section, means May 15. Within 50 days
after the reporting date in each year (beginning with May 15, 1997), the Trustee shall transmit by
mail to all Holders of Securities, as their names and addresses appear in the Security Register, a
brief report dated as of such date in accordance with, and only if required under, Section 313(a)
of the Trust Indenture Act.



-60-









 





                           (b) The Trustee shall transmit by mail to all Holders of Securities, as their names and
addresses appear in the Security Register, a brief report with respect to the matters specified in,
and within the times required under, Section 313(b) of the Trust Indenture Act.



                           (c) Reports pursuant to this Section shall be transmitted by mail:




               (1) to all Holders of Registered Securities, as the names and addresses of such
Holders appear in the Security Register;




               (2) to such Holders of Bearer Securities as have, within the two years
preceding such transmission, filed their names and addresses with the Trustee for
that purpose; and




               (3) except in the case of reports pursuant to Subsection (b) of this Section,
to each Holder of a Security whose name and address is preserved at the time by the
Trustee, as provided in Section 702(a).



                           (d) A copy of each such report shall, at the time of such transmission to Holders of
Securities, be filed by the Trustee with the Commission, each stock exchange upon which the
Securities are listed, and also with the Company. The Company will promptly notify the Trustee if
and when Securities of any series are listed on any stock exchange.




	SECTION 704. Reports by Company and the Guarantor.





                           The Company and the Guarantor will:




               (1) file with the Trustee, within 15 days after the Company or the Guarantor, as the
case may be, 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 or the Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company or the Guarantor is not
required to file information, documents or reports pursuant to either of said 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 or the Guarantor with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations;



-61-









 






               (3) transmit to all Holders, in the manner and to the extent provided in
Section 703(c) with respect to reports pursuant to
Section 703(a), within 30
days after the filing thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company or the Guarantor pursuant to paragraphs (1)
and (2) of this Section as may be required by rules and regulations prescribed from time to
time by the Commission; and




               (4) deliver to the Trustee, forthwith upon becoming aware of any default or defaults in
the performance of any covenant, agreement or condition contained in this Indenture, and in
any event not less often than annually, an Officers’ Certificate specifying such default or
defaults, or the extent of the Company’s and Guarantor’s compliance with all conditions and
covenants hereof (which compliance shall be determined without regard to any period of grace
or notice provided hereunder), as the case may be.



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



ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE OR TRANSFER





	SECTION 801. Consolidations, Mergers and Sales
Permitted Subject to Certain Conditions.





                        The Company and the Guarantor shall not consolidate with, or sell or convey all or
substantially all of their respective assets to, or merge with or into any other person or entity
unless (i) either the Guarantor or the Company shall be the continuing corporation, or the
successor shall be a corporation organized and existing under the laws of the United States or a
state thereof and the successor corporation shall expressly assume the due and punctual payment of
the principal of and interest on all the Securities and the due and punctual performance and
observance of all of the covenants and conditions of the Guarantor or the Company, as applicable,
under this Indenture by supplemental indenture satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation; (ii) the Guarantor or the Company, as applicable, or the
successor corporation, as the case may be, shall not, immediately after the merger or
consolidation, or the sale or conveyance, be in default in the performance of any such covenant or
condition; and (iii) after giving effect to the transaction, no event which, after notice or lapse
of time, would become an Event of Default shall have occurred or be continuing.



-62-









 






	SECTION 802. Rights and Duties of Successor Corporation.





                        In case of any such consolidation, merger, sale or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be substituted for the
Guarantor or the Company, as applicable, with the same effect as if it had been named herein as the
party of the first part, and the predecessor corporation shall be relieved of any further
obligation under this Indenture and the Securities. Any such successor corporation to the Company
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 assumable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such successor
corporation, 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 corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Securities of any series so issued
shall in all respects have the same legal rank and benefit under this Indenture as the Securities
of that series 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 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.




	SECTION 803. Officers’ Certificate and
Opinion of Counsel.





                        The Trustee, subject to the provisions of Sections 601 and 603, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions
of this Article Eight.



ARTICLE NINE




SUPPLEMENTAL INDENTURES





	SECTION 901. Supplemental Indentures Without
Consent of Holders.





                        Without the consent of any Holders, the Company and the Guarantor, when authorized by or
pursuant to one or more Board Resolutions, 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 or the Guarantor and
the assumption by any such successor of the covenants of the Company or the Guarantor
herein and in the Securities; or




-63-










 







     (2) to add to the covenants of the Company or the Guarantor 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
the Guarantor; or




     (3) to add to or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Bearer Securities of any series, registrable or
not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities of any series in uncertificated form; or




     (4) to add to, change or eliminate any of the provisions of this Indenture in respect of one
or more series of Securities; provided, however, that any such addition, change or elimination
shall either (i) not adversely affect the rights of the Holders of Outstanding Securities of any
series in any material respect, or (ii) not apply to any Outstanding Securities of any series
created prior to the execution of such supplemental indenture where such addition, change or
elimination has an adverse effect on the rights of the Holders of such Outstanding Securities in
any material respect; or




     (5) to secure the Securities of any series; or




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




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




     (8) to cure any ambiguity or defect in and to correct or supplement any provision in this
Indenture or any Security of any series that may be inconsistent with any other provision in this
Indenture or in the Security of such series, or to make any other provisions with respect to
matters or questions arising under this Indenture; provided,
however, that any such action pursuant
to this clause (8) shall not be inconsistent with the provisions of this Indenture and shall not
adversely affect the rights of the Holders of Outstanding Securities of any series in any material
respect; or




     (9) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect qualification of this Indenture under the Trust Indenture Act, or
under any similar federal statute hereafter enacted, and to add to this Indenture such other
provisions as may be expressly permitted by the Trust Indenture Act; or




     (10) to amend or supplement the restrictions on and procedures for resale, attempted
resale and other transfers of any series of Securities (whether or not Outstanding)



-64-









 






to reflect any change in applicable law or regulation (or interpretation thereof) or
in practices relating to the resale or transfer of restricted securities generally.



SECTION 902. Supplemental Indentures with Consent of Holders.



            With the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities of all series at the time Outstanding affected by such supplemental
indenture (voting as one class), by the Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, when authorized by or pursuant to Board
Resolutions, 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 of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of each series affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment or principal of or interest on, any such Security, or reduce the principal amount thereof or the
rate of interest thereon or premium (if any) payable upon the redemption thereof, or reduce the obligation of the Company to pay principal amounts, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to
Section 502, or change any
Place of Payment where, or the coin or currency in which, any such Security of such series or any
principal, premium (if any), or interest thereon is payable or impair the right to institute suit
for the enforcement of any such payment on or after the due date thereof (or, in the case of redemption, on or after the Redemption Date), or




     (2) modify or waive any provision of Article Fifteen, or




     (3) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to
this Indenture or to the terms and conditions of that series of Securities, or to approve
any supplemental indenture relating to such series, or the consent of whose Holders is
required for any waiver with respect to such series (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or




     (4) modify any of the provisions of this Section, Section 513 or Section
1009, except to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references
to the “Trustee” and concomitant changes in this Section
and Section 1009, or the
deletion of this proviso, in accordance with the requirements of
Sections 611(b) and 901(7).



            A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular



-65-









 





previously created series of Securities, or which modifies the rights of the Holders of
Securities of such previously created 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 such
previously created series.



            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.




	SECTION 903. Execution of Supplemental Indentures; Opinions.





            In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not (except to
the extent required in the case of a supplemental indenture entered into under Section
901(9)) 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.





            Except as provided in this Article, 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 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 if at that date the Indenture shall then be qualified
under the Trust Indenture Act.




	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 Company, 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.



-66-









 





ARTICLE TEN




COVENANTS





	SECTION 1001. Payment of Principal, Premium and Interest.





            The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of, premium (if any) and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. Any interest due on and
payable in respect of Bearer Securities on or before Maturity shall be payable only upon
presentation and surrender of the several coupons for such interest installments as are evidenced
thereby as they severally mature.




	SECTION 1002. Maintenance of Office or Agency.





            The Company will maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each such office or
agency. If Securities of a series are issuable as Bearer Securities and so long as any of such
Bearer Securities are Outstanding, the Company will maintain, subject to the laws or regulations
applicable thereto, an office or agency in a Place of Payment for such series which is located
outside the United States where Securities of such series may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on the Stock Exchange
of the United Kingdom and the Republic of Ireland or the Luxembourg 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 in London, Luxembourg or any other required city located
outside the United States as the case may be, so long as the Securities of such series are listed
on such exchange. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, except that Bearer Securities of that series may be presented and
surrendered for payment at the place specified for that purpose
pursuant to Section 301,
and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.



            Except as otherwise provided in the form of Bearer Security of any particular series pursuant
to the provisions of this Indenture, no payment of principal, premium or interest on 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, payment of principal of, premium (if any) and
interest in U.S. dollars on any Bearer Security may be made at the office of the Trustee in the
Borough of Manhattan, The City of New York if (but only if) payment of the full amount of such



-67-









 





principal, premium (if any) or interest at all offices 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 also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.




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



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



            The Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) hold all sums held by it for the payment of the principal
of, premium (if any), or interest on any Securities of that series in trust for the
benefit of the Holders of such Securities of that series until such sums shall be paid
to such Holders or otherwise disposed of as herein provided; (ii) give the Trustee
notice of any default by the Company (or any other obligor upon any Securities of that
series) in the making of any payment of principal, premium (if any), or interest; and
(iii) during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of
the Securities of that series.



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



-68-









 





            Except as otherwise provided in the form of Securities of any particular series pursuant
to the provisions of this Indenture, any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium (if any), or
interest on any Security of any series and remaining unclaimed for one year after such principal,
premium (if any), or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
deposited money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper
in each Place of Payment or to be mailed to Holders of Registered Securities, or both, 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 or mailing nor shall it be later than two years after
such principal (and premium, if any), interest or any Additional Amounts has become due and
payable, any unclaimed balance of such money then remaining will be repaid to the Company.




	SECTION 1004. Statement by Officers as to Default.





            (a) The Company and the Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company and the Guarantor ending after the date
hereof, statements signed on behalf of the Company and the Guarantor by their respective principal
executive officer, principal financial officer or principal accounting officer stating that in the
course of the performance by the signer of his or her duties as an officer of the Company or the Guarantor,
as applicable, such officer would normally obtain knowledge of any default (without regard to
grace periods or notice requirements) by the Company or the Guarantor, as applicable, in the
performance or fulfillment of any covenant, agreement or condition contained in this Indenture, and
stating whether such officer has obtained knowledge of any such default, and, if so, specifying each
such default of which the signer has knowledge and the nature thereof.



            (b) The Company and the Guarantor will deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time
or both would become an Event of Default pursuant to
Section 501.




	SECTION 1005. Restriction on Creation of Secured Debt.





            So long as the Securities of any series remain Outstanding, the Guarantor and the
Company will not at any time create, incur, assume or guarantee, and will not cause or permit a
Restricted Subsidiary to create, incur, assume or guarantee, any Secured Debt, and the Guarantor
and the Company will not at any time create, and will not cause or permit a Restricted Subsidiary
to create, any Security Interest securing any indebtedness existing on the date hereof which would
constitute Secured Debt if it were secured by a Security Interest, without first making effective
provision (and the Guarantor and the Company covenant that in such case they will first make or
cause to be made effective provision) whereby the Securities of each series then Outstanding and
any other indebtedness of or guaranteed by the Guarantor and the Company or such Restricted
Subsidiary then entitled thereto, subject to applicable priorities of payment, shall be secured by
the Security



-69-









 





Interest securing such Secured Debt equally and ratably with any and all other obligations and
indebtedness thereby secured, so long as any such other obligations and indebtedness shall be so
secured, provided, however, that the foregoing covenants shall not be applicable to Secured Debt
secured solely by one or more of the following Security Interests:



            (a)(i) Any Security Interest upon any property hereafter acquired, constructed, developed or
improved by the Guarantor or a Restricted Subsidiary and created prior to or contemporaneously
with, or within 180 days after the acquisition of property which is a parcel of real property, a
building, machinery or equipment; or (ii) the acquisition by the Guarantor, the Company or a
Restricted Subsidiary of property subject to any Security Interest upon such property existing at
the time of the acquisition thereof, which Security Interest secures obligations assumed by the
Guarantor, the Company or a Restricted Subsidiary; or (iii) any conditional sales agreement or
other title retention agreement with respect to any property acquired by the Guarantor, the Company
or a Restricted Subsidiary; or (iv) any Security Interest existing on the property or on the
outstanding shares or indebtedness of a corporation or firm at the time such corporation or firm
shall become a Restricted Subsidiary or is merged into or consolidated with the Guarantor, the
Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation or firm as an entirety or substantially as an entirety to the
Guarantor, the Company or a Restricted Subsidiary; provided in each case that any such Security
Interest described in clauses (ii), (iii) or (iv) does not attach to or affect property owned by
the Guarantor, the Company or such Restricted Subsidiary prior to the creation thereof; or



            (b) Any Security Interest to secure indebtedness of a Restricted Subsidiary to the Guarantor, the Company or to another Restricted Subsidiary; or



            (c) Mechanics’, materialmen’s, carriers’ or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are
not due or which are being contested in good faith; or



            (d) Any Security Interest arising by reason of deposits with, or the giving of any form of security to,
any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition
to the transaction of any business, or the exercise of any privilege, franchise or license; or



            (e) Security Interests for taxes, assessments or governmental charges or levies not yet delinquent, or the Security Interests for taxes, assessments or governmental charges or
levies already delinquent but the validity of which is being contested in good faith; or



            (f) Security Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of
judgment liens, execution thereon is stayed; or



            (g) Landlords’ liens on fixtures located on the premises leased by the Guarantor, the Company or a Restricted Subsidiary in the ordinary course of business; or



-70-









 





            (h) Security Interests arising in connection with contracts and subcontracts with or made
at the request of the United States, or any state thereof, or any department, agency or
instrumentality of the United States; or



            (i) Security Interests in property of the Guarantor, the Company or a Restricted Subsidiary
to secure partial, progress, advance or other payments or any indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost of construction,
development, or substantial repair, alteration or improvement of the property subject to such
Security Interests if the commitment for the financing is obtained not later than 180 days after
the later of the completion of or the placing into operation (exclusive of test and start-up
periods) of such constructed, developed, repaired, altered or improved property; or



            (j) Any Security Interest in favor of the United States or any state, county or local
government, or any agency of the United States, or any holder of bonds or other securities thereof
issued, in connection with the financing of the cost of acquiring, constructing or improving
property of the Guarantor, the Company or any Restricted Subsidiary (including, without limitation,
any such property designed primarily for the purpose of pollution control), and any transfers of
title to any such property and any related property or Security Interest in any such property and
any related property, in favor of such government or governmental agency or any such security
holders in connection with the acquisition, construction, improvement, attachment or removal of
such property; provided that such transfer of title and the lien of any such Security Interest does
not apply to any Principal Facility now or hereafter owned by the Guarantor, the Company or any
Restricted Subsidiary; or



            (k) Any extension, renewal or refunding (or successive extensions, renewals or refundings) in
whole or in part of any Secured Debt secured by any Security Interest referred to in the foregoing
subparagraphs (a) through (j), inclusive, provided that the principal amount of such Secured Debt
secured thereby shall not exceed the principal amount outstanding at the time of such extension,
renewal or refunding, and that the Security Interest securing such Secured Debt shall be limited
to the property which secured the Security Interest so extended, renewed or refunded and additions
to such property.



            Notwithstanding
the foregoing provisions of this Section 1005, the Guarantor, the
Company and any one or more Restricted Subsidiaries may issue, incur, assume or guarantee Secured
Debt (not including Secured Debt permitted to be secured under subparagraphs (a) through (k),
inclusive, above) in an aggregate amount which, together with all other Secured Debt (not including
Secured Debt to be secured under subparagraphs (a) through (k), inclusive, above) of the Guarantor,
the Company and the Restricted Subsidiaries which is issued, incurred, assumed or guaranteed after
the date hereof and the aggregate value of the Sale and Leaseback Transactions entered into after
the date hereof (not including Sale and Leaseback Transactions referred to in clause (b) of
Section 1006), does not at the time exceed 10% of Consolidated Net Tangible Assets. The
term “value” shall mean, with respect to a Sale and Leaseback Transaction, as of any particular
time, the amount equal to the net proceeds of the property sold or transferred or to be sold or
transferred pursuant to such Sale and Leaseback Transaction divided first by the number of full
years of the term of the lease and then multiplied by the number of full years of such term
remaining at the time of determination, without regard to any renewal or extension options
contained in the lease.



-71-









 






	SECTION 1006. Restriction of Sales and Leaseback
Transaction.





            So long as the Securities of any series remain Outstanding, the Guarantor and the
Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction, unless (a) the Guarantor, the Company or such Restricted Subsidiary would
be entitled to incur Secured Debt only by reason of the last paragraph of Section 1005
equal in amount to the net proceeds of the property sold or transferred or to be sold or to be
transferred pursuant to such Sale and Leaseback Transaction and secured by a Security Interest on
the property to be leased without equally and ratably securing the Securities of any series as
provided in said Section, or (b) the Guarantor, the Company or a Restricted Subsidiary shall
apply, within 180 days after the effective date of such sale or transfer, an amount equal to such
net proceeds to (i) the acquisition, construction, development or improvement of properties,
facilities or equipment which; are, or, upon such acquisition, construction, development or
improvement will be, a Principal Facility or Facilities or a part thereof or (ii) the redemption
of Securities in accordance with the provisions of Article Eleven, or to the repayment of Senior
Funded Debt of the Guarantor, the Company or of any Restricted Subsidiary (other than Senior
Funded Debt owed to any Restricted Subsidiary), or in part to such acquisition, construction,
development or improvement and in part to such redemption and/or repayment, provided that, in lieu
of applying an amount equal to such net proceeds to such redemption, the Guarantor or the Company
may, within 180 days after such sale or transfer, deliver to the Trustee Securities (other than
Securities made the basis of a reduction in a mandatory sinking fund payment pursuant to
Section 1202) for cancellation and thereby reduce the amount to be applied to the
redemption of Securities pursuant to clause (ii) above by an amount equivalent to the aggregate
principal amount of Securities so delivered (for the purposes of making such calculation the
principal amount of Original Issue Discount Securities so canceled shall mean the portion thereof
that could have been declared due and payable pursuant to Section 502 at the time
canceled). Redemption of Securities pursuant to this Section 1006 shall not be used as
credits against mandatory sinking fund payments.




	SECTION 1007. Restriction on Transfer of Principal Facilities.





            So long as the Securities of any series remain Outstanding, the Guarantor and the Company
will not, and will not cause, suffer or permit any Restricted Subsidiary to, transfer (whether by
merger, consolidation or otherwise) any Principal Facility to any Person other than the Guarantor,
the Company or a Restricted Subsidiary, unless it shall apply, within 180 days after the effective
date of such transaction, an amount equal to the fair value of such Principal Facility at the time
of such transfer, as determined by the Board of Directors, to (a) the acquisition, construction,
development or improvement of properties, facilities or equipment which are, or, upon such
acquisition, construction, development or improvement will be, a Principal Facility or Facilities
or a part thereof or (b) the redemption of Securities of any series in accordance with the
provisions of Article Eleven, or to the repayment of Senior Funded Debt of the Guarantor, the
Company or of any Restricted Subsidiary (other than any Senior Funded Debt owed to any Restricted
Subsidiary), or in part to such acquisition, construction, development or improvement and in part
to such redemption and/or repayment; provided that, in lieu of applying to all or any part of such
fair value to such redemption, the Guarantor may, within 180 days after such transfer, deliver to
the Trustee Securities (other than Securities made the basis of a reduction in a mandatory sinking
fund payment pursuant to Section 1202) for cancellation and thereby reduce the amount to be
applied to the redemption of



-72-









 





the Securities of that series pursuant to clause (b), an amount equivalent to the aggregate
principal amount of Securities so delivered (for purposes of making such calculation the principal
amount of Original Issue Discount Securities so canceled shall mean the portion thereof that could
have been declared due and payable pursuant to Section 502 at the time canceled).
Redemption of Securities pursuant to this Section 1007 shall not be used as credits
against mandatory sinking fund payments.




	SECTION 1008. Restriction on Senior Funded Debt by Restricted Subsidiaries of Company.





            So long as the Securities of any series remain Outstanding, the Company will not permit
any of its Restricted Subsidiaries to (a) create, assume or suffer to exist any Senior Funded Debt
other than (i) Senior Funded Debt which is permitted to such Restricted Subsidiary as Secured Debt
under Section 1005, (ii) Senior Funded Debt owed to the Guarantor, the Company or another
Restricted Subsidiary, (iii) Senior Funded Debt of a corporation or other entity existing at the
time such corporation or other entity becomes a Restricted Subsidiary or is merged with or into a
Restricted Subsidiary, (iv) Senior Funded Debt of a corporation or other entity assumed by a
Restricted Subsidiary in the acquisition of all or substantially all or a portion of the business
of such corporation or other entity, and (v) Senior Funded Debt existing on the date hereof; or (b)
guarantee, directly or indirectly through any arrangement which is substantially the equivalent of
a guarantee, any Senior Funded Debt of another Subsidiary except for (i) guarantees existing as of
the date hereof, and (ii) guarantees of Senior Funded Debt permitted to a Restricted Subsidiary
under the proceeding clause (a) of this Section 1008.




	SECTION 1009. Waiver of Certain Covenants.





            The Company and the Guarantor may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1005 through
1008, inclusive, with respect to
the Securities of any series if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such series shall, by the
Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the Guarantor and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force and effect.



	SECTION 1010. Redemption at the Option of the
Holders in Certain Circumstances.






            (a) In addition to any other repurchase or redemption of the Securities of any series
at the option of the Holders thereof which may be specified for such series as contemplated by
Section 301, if during the 180-day period beginning 90 days before the date of first public
announcement or disclosure by the Company, the Guarantor or any Person (including, without
limitation, directors or officers of the Company or the Guarantor) of an intention to effect the
occurrence of a Restructuring Event and ending 90 days thereafter (or such longer period as the
rating of the Securities of such series shall be under publicly announced consideration by a
National Rating Agency), two or more National Rating Agencies, at least one of which is either
Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, shall downgrade their respective
ratings of the Securities of such series from the ratings in effect at the beginning of such
180-day period



-73-









 





(each a “Downgrading Agency,” and such event a “Put Event”), then each Holder of Securities
of such series shall have the right, at such Holder’s option and subject to the conditions of this
Section 1010, to require the Company to purchase all or any portion of such Holder’s
Securities of such series at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the Purchase Date (as hereinafter defined) (or if such
Securities are Original Issue Discount Securities, 100% of that portion of the principal amount
thereof that, as specified in the terms of the Securities of that series, would be payable if the
maturity thereof were accelerated pursuant to Section 502 to the Purchase Date). The
exercise by a Holder of its right to require the Company to purchase all or a portion of such
Holder’s securities pursuant to this Section 1010 shall be irrevocable unless waived by
the Company. Notwithstanding anything to the contrary in this Section 1010, with respect
to the Securities of any series, the Company shall not be obligated to purchase Securities or such
series or give notice to the Holders thereof with respect to more than once with respect to the
same Put Event.




               Notwithstanding the foregoing, a National Rating Agency that downgrades its rating of the
Securities of a series during the 90-day period prior to the public announcement or disclosure of
a Restructuring Event shall not be deemed a Downgrading Agency if it upgrades its rating of the
Securities of such series by the close of business on the date of such public announcement or
disclosure to at least the rating (the “Threshold Rating”) it had given to the Securities of such
series at the beginning of such 90-day period (the “Threshold Rating”) and does not thereafter
downgrade such rating below the Threshold Rating during the 180-day period referenced in the
preceding paragraph.



               (b)      In case a Put Event shall have occurred, the Company shall, in the manner provided in
Section 106, give notice of such Put Event to the Trustee and to each Holder of Securities
of such series within fifteen days following such occurrence, which notice shall set forth details
regarding the right of the Holders to require the Company to purchase Securities of such series,
the date (the “Purchase Date”) fixed for purchase by the Company of such Securities, which date
shall (subject to Section 114) be the 90th day following the date on which such notice is
mailed by the Company to the Holders of Registered Securities (or, if Securities of the series are
issuable Bearer Securities and such notice is published as provided in Section 106, then
the 90th day following the date of the first publication of such notice), and the name and address
of the Paying Agent to which such Securities (together in the case of Bearer Securities with all
coupons appertaining thereto, if any, maturing after the Purchase Date) are to be presented and
surrendered(which Paying Agent, for purposes of this Section 1010, shall, in the case of
Registered Securities, be the Trustee and, in the case of Bearer Securities, shall be the office
or agency maintained by the Company for such purpose in a place of payment located outside the
United States (except as otherwise provided in
Section 1002)). If applicable, such notice shall
also state that interest accrued to the Purchase Date will be paid as specified in said notice and
that interest (or, in the case of Original Issue Discount Securities, original issue discount) on
Securities (or portions thereof) presented and surrendered for purchase will cease to accrue on
and after the Purchase Date (unless the Company defaults in paying the purchase price and accrued
interest, if any).



               Any Holder intending to exercise its right to put its Securities to the Company, shall
deliver written notice of such intention to the Paying Agent, and shall concurrently present and
surrender the Securities (together, in the case of Bearer Securities, with all coupons
appertaining



-74-









 




thereto, if any, maturing after the Purchase Date) to be purchased to the applicable Paying
Agent in proper form for purchase by the Company, by the close of business on the fifteenth day
preceding the Purchase Date. Any Registered Security so surrendered for purchase in part shall (if
the Company, the Registrar or the Trustee so requires) be duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the Registrar and/or the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. Such
notice by a Holder shall identify the Securities so surrendered, their aggregate principal amount
and, if less than the entire principal amount thereof is to be purchased, the portion of such
principal amount to be purchased (in increments of the minimum authorized denomination for
Securities of such series) and the denomination or denominations (which shall be an authorized
denomination for Securities of such series) of the Security or Securities to be issued to the
Holder for the portion of the principal amount of the surrendered Security not to be purchased, and
shall include such other information as may be specified for Securities of such series as
contemplated by Section 301 (including, to the extent applicable, the name and address of
the Holder and/or the Person to whom payment of the purchase price is to be made). No such notice
shall be deemed to have been delivered, and no such Securities shall be deemed to have been
presented and surrendered, until such notice and Securities are actually received by the Paying
Agent. The right of the Holders to require the Company to purchase Securities pursuant to this
Section 1010 shall terminate as of the close of business on the fifteenth day preceding the
Purchase Date and the Company shall not be obligated to purchase any Securities presented and
surrendered thereafter.




               (c)      With respect to each Security which has been properly presented and surrendered, together
with all coupons, if any, appertaining thereto maturing after the Purchase Date, and as to which
notice has been given to the Paying Agent of the Holder’s intention to put the same (or any portion
thereof) to the Company in accordance with this Section 1010, such Security (or portion
thereof) shall become due and payable on the Purchase Date, and on and after the Purchase Date
(unless, as to any such Security (or portion thereof), the Company fails to make the deposit of the
purchase price thereof and pay the accrued interest, if any, thereon as provided below) interest
(or, in the case of Original Issue Discount Securities, original issue discount), if any, on such
Securities (or portions thereof) shall cease to accrue and the coupons for such interest
appertaining to any Bearer Securities so to be purchased, except to the extent provided below,
shall be void. On or before noon, New York time, on the Purchase Date, the Company shall deposit
with the applicable Paying Agent money, in immediately available funds, sufficient to pay the
purchase price of, and (except if the Purchase Date is an Interest Payment Date) accrued interest,
if any, on, all Securities or portions thereof to be purchased on the Purchase Date. Unless
otherwise specified as contemplated by Section 301, the Paying Agent shall promptly mail to
the Holders of such Securities payment in an amount equal to such purchase price and accrued
interest, if any; provided, however, that (i) no such payment with respect to any Bearer Security
shall be mailed to any address in the United States (except as otherwise provided in Section
1002); (ii) installments of interest on Bearer Securities whose stated maturity is on or prior
to the Purchase Date shall be payable only at an office or agency maintained by the Company in a
place of payment 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 the coupons for such interest, (iii) unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities whose stated
maturity is on or prior to the Purchase 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



-75-









 




Regular Record Date or Special Record Date, as the case may be, according to their
terms and the provisions of Section 307, and (iv) unless otherwise specified as
contemplated by Section 301, if the Purchase Date is after a record date for the
payment of interest on Registered Securities of a series and before the related Interest
Payment Date, any accrued and unpaid interest to the Purchase Date will be payable on the
Purchase Date to the person who was the registered Holder of such Security at the close of
business on such Regular Record Date.




               If any Bearer Security surrendered for purchase shall not be accompanied by all
appurtenant coupons maturing after the Purchase Date, such Security may be purchased after
deducting from the purchase price therefor 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 purchase 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 Registered Security is duly surrendered in accordance with this Section
1010 for purchase in part only, the Company shall execute, and the Trustee shall
promptly authenticate and deliver to the Holder of such Security, without service charge, a
new Registered Security or Registered Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder in its
notice given pursuant to Section 1010(b) in aggregate principal amount equal to and
in exchange for the unpurchased portion of the principal amount of the Security so
surrendered, and, unless otherwise specified as contemplated by Section 301, if a
Global Security is so surrendered, the Company shall execute, and the Trustee shall
promptly authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange for the
unpurchased portion of the principal amount of the Global Security so surrendered.



               The Company shall comply with the Exchange Act to the extent applicable, and with any
other applicable federal and state securities law in performing its obligations under this
Section 1010.



               (d)      For so long as any Securities of such series shall remain outstanding, the
Company and the Guarantor shall provide such information, pay such customary rating service
fees and related expenses and take all reasonable action necessary or appropriate to enable
the National Rating Agencies to provide ratings for the Securities of such series.



               (e)      Notwithstanding anything to the contrary in this Indenture, if the giving of the
notice of a Put Event shall have been completed as provided in this Section 1010, or
if provision satisfactory to the Trustee for the giving of such notice shall have been made,
and if the Company shall have deposited with the applicable Paying Agent, funds sufficient
to purchase the Securities or portions thereof to be purchased on the Purchase Date at the
applicable purchase price and to pay



-76-









 




as provided above the accrued and unpaid interest thereon, then all obligations of the
Company in respect of such Securities or portions thereof shall cease and be discharged and the
Holders of such Securities shall thereafter be restricted exclusively to such funds for any and all
claims of whatsoever nature on their part under this Indenture or in respect of such Securities.




SECTION 1011.      Calculation of Original Issue Discount.




               The Company shall file with the Trustee promptly at the end of each calendar year a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Securities as of the end of such year.



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 a Board
Resolution. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date, of the principal amount of Securities of such series to be redeemed, the
Redemption Price, the place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any (or, in the case of Original
Issue Discount Securities, original issue discount) accrued to the date fixed for redemption will
be paid as specified in such notice, and that on and after that date interest, if any, thereon or
on the portions thereof to be redeemed (or, in the case of Original Issue Discount Securities,
original issue discount) will cease to accrue. In the case of any redemption of such Securities
prior to the expiration of any restriction on such redemption provided in the terms of such
Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.



SECTION 1103.      Selection by Trustee of Securities to Be Redeemed.




               If fewer than all the Securities of any series are to be redeemed (unless all of the
Securities of such series issued on the same day with the same terms are to be redeemed), the
particular Securities of such series to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate
and which may



-77-









 




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 the
Trustee) in writing of the Securities selected for redemption and, in the case of any securities
selected for partial redemption, the principal amount thereof to be redeemed.



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



SECTION 1104.      
Notice of Redemption.




               Notice of redemption shall be given in the manner provided in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified
in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give
notice by mailing in the manner herein provided to the Holder of any Registered Securities
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 Securities or
portion thereof.



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



               All notices of redemption shall identify the series of Securities to be redeemed(including
CUSIP number) and shall state:



               (1)      the Redemption Date,



               (2)      the Redemption Price,




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




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




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




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




-78-










 






               A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.



               Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, 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, segregate and hold in trust
as provided in Section 1003) an amount of money 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 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,
and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest 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 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
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 upon presentation and
surrender of coupons for such interest (at an office or agency located outside the United States
except as otherwise provided in Section 1002), and provided, further, that 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 Regular 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
or 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 upon presentation and
surrender of those coupons at an office or agency located outside of the United States except as
otherwise provided in Section 1002.



-79-









 





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




		
	SECTION 1107. 	     Securities Redeemed in Part.





               Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities of the same series and of like tenor,
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.



ARTICLE TWELVE




SINKING FUNDS





		
	SECTION 1201. 	     Applicability of this Article.





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



               The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of any Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section
1202. Each sinking fund payment made with respect to the Securities of any series shall be
applied to the redemption of the Securities of such 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 sinking fund payment with respect
to the Securities of such series to be made pursuant to the terms of such Securities as provided
for by the terms of such series (1) deliver Outstanding Securities of such series (other than any
of such Securities previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), 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 series of Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, provided that such series of Securities have
not been previously so




-80-









 








credited. Such Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities of any series in lieu of cash payments pursuant to this
Section 1202, the principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of such series for redemption, except upon Company Request, and such cash payment shall
be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of that series
purchased by the Company having an unpaid principal amount equal to the cash payment requested to
be released to the Company.





		
	SECTION 1203. 	     Redemption of Securities for Sinking Fund.





               Not less than 30 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing 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 and the portion
thereof, if any, which is to be satisfied by delivering and crediting of 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 credited and not theretofore delivered. 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 before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1106 and
1107.



ARTICLE THIRTEEN




DEFEASANCE





		
	SECTION 1301. 	     Applicability of Article; Company’s Option to Effect Defeasance.





               If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1302 or (b) covenant defeasance of
the Securities of a series under Section 1303, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article Thirteen, shall
be applicable to the Securities of such series, and the Company may at its option by or pursuant
to Board Resolution, at any time, with respect to such Securities of any series, elect to have
either Section 1302 or Section 1303 applied to the




-81-









 








Outstanding Securities of such series upon compliance with the conditions set forth in this
Article Thirteen.





		
	SECTION 1302. 	     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 Guarantor shall be deemed to have been
discharged from their respective obligations with respect to the Outstanding Securities of such
series on the date the conditions set forth in Section 1304 are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company and the Guarantor shall be
deemed to have paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all their respective other obligations under such
Securities and this Indenture insofar as such Securities 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 to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of the
principal of, premium (if any),and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002,
1003 and Article Fourteen and with respect to the Trustee
under Section 607, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder including pursuant to
Section 607 hereof and (D) this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303 with respect to such Securities.



SECTION 1303.      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 Guarantor shall be released from their
respective obligations under Sections 501 (5), 1005, 1006, 1007 and 1008 and, if specified
pursuant to Section 301,their respective obligations under any other covenant, with
respect to the Outstanding Securities of such series on and after the date the conditions set
forth below are satisfied (hereinafter, “covenant defeasance”) and such Securities shall
thereafter be deemed to be not “Outstanding” for the purpose of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection with
Sections 501 (5), 1005, 1006, 1007 and 1008 or such other covenants, but shall continue to
be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the Company and the
Guarantor 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 in any such Section 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
Sections 501 (4), 501 (5), 501 (8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.




-82-









 









		
	SECTION 1304. 	     Conditions of Defeasance.





               The following shall be the conditions to application of either Section 1302 or
Section 1303 to the Outstanding Securities of or within a series:




        (1)       the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who shall
agree to comply with the provisions of this Article Thirteen applicable to it) as 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, (A)
money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest, if any, 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, premium
(if any), and interest, if any, on such Securities, money in an amount, or (C) a combination
thereof, sufficient, 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, premium (if any), and each installment of principal
of, premium (if any) and interest, if any, on the Outstanding Securities of such series 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 the Outstanding
Securities of such series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities.




        (2)       No Event of Default or event which with notice or lapse of time or both would
become an Event of Default under Sections 501 (6) and (7) with respect to any other
series of Securities, at any time during the period ending on the 123rd day after the date
of such deposit or, if longer, ending on the day following the expiration of the longest
preference period applicable to the Company in respect of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of such period).




        (3)      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 or the Guarantor is a party or by which it is bound.




        (4)       In the case of an election under Section 1302, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such 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.




        (5)      In the case of an election under Section 1303, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be subject to federal



-83-









 






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 has not occurred.




        (6)       The Company delivers to the Trustee an Officers’ Certificate stating that all
conditions precedent to the defeasance and discharge of the Securities of such series as
contemplated by this Article Thirteen have been satisfied.




		
	SECTION 1305. 	     Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous.





               Subject to the provisions of the last paragraph of Section 1003, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively, for purposes of this Section 1305, the “Trustee”)
pursuant to Section 1304 in respect of the Outstanding Securities of such series shall be
held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal, premium (if any), and interest
(if any), but such money need not be segregated from other funds except to the extend required by
law.



               The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding Securities of such
series.



               Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1304 which, in the opinion of a nationally
recognized firm of independent public accounts 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 an equivalent defeasance or covenant defeasance.




		
	SECTION 1306. 	     Reinstatement.





               If the Trustee or any Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article Thirteen by reason of any legal proceeding or by reason
of any order or judgment of any court or government authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and Securities of the
defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this
Article Thirteen until such time as the Trustee or any Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article Thirteen.




-84-









 








ARTICLE FOURTEEN




REPURCHASE OF SECURITIES AT OPTION OF HOLDERS





		
	SECTION 1401. 	     Applicability of Article.





               Securities of any series which are repurchasable before their Stated Maturity at the option of
the Holders shall be repurchasable in accordance with their terms and (except with respect to any
repurchase provided for in Section 1010, and except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.




		
	SECTION 1402. 	     Notice of Repurchase Date.





               Notice of any Repurchase Date with respect to Securities of any series shall, unless
otherwise specified by the terms of the Securities of any series, be given by the Company not less
than 30 nor more than 60 days prior to such Repurchase Date to each Holder of Securities of such
series in accordance with Section 106 (with a copy to the Trustee).






               The notice as to Repurchase Date shall state:




        (1)      the Repurchase Date;




        (2)      the Repurchase Price;




        (3)      the place or places where such Securities are to be surrendered for payment of the
Repurchase Price and the date by which Securities must be so surrendered in order to be
repurchased;




        (4)      a description of the procedure which a Holder must follow to exercise a repurchase
right; and




        (5)      that exercise of the option to elect repurchase is irrevocable.



No failure of the Company to give the foregoing notice shall limit any Holder’s right to exercise a
repurchase right.





		
	SECTION 1403. 	     Deposit of Repurchase Price.





               On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Repurchase Price of and
(unless the Repurchase Date shall be an Interest Payment Date) accrued interest, if any, on all of
the Securities of such series which are to be repurchased on that date.




-85-









 









		
	SECTION 1404. 	     Securities Payable on Repurchase Date.





               The form of option to elect repurchase having been delivered as specified in the form of
Security for such series as provided in Section 201, the Securities of such series so to be
repurchased shall, on the Repurchase Date, become due and payable at the Repurchase Price
applicable thereto and from and after such date (unless the Company shall default in the payment of
the Repurchase Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for repurchase in accordance with said notice, such Security shall
be paid by the Company at the Repurchase Price together with accrued interest to the Repurchase
Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such
Repurchase 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 such Security shall not be paid upon surrender thereof for repurchase, the principal
(and premium, if any) shall, until paid, bear interest from the Repurchase Date at the rate
prescribed therefor in such Security.




		
	SECTION 1405. 	     Securities Repurchased in Part.





               Any Security which by its terms may be repurchased in part at the option of the Holder and
which is to be repurchased only in part shall be surrendered at any office or agency of the
Company designated for that purpose pursuant to Section 1002 (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 such Holder’s attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make
available for delivery 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 unrepurchased portion of the principal
of the Security so surrendered.



ARTICLE FIFTEEN




GUARANTEE AND SUBORDINATION





		
	SECTION 1501. 	     Guarantee.





               The Guarantor hereby unconditionally guarantees to each Holder of a Security, and to the
Trustee on behalf of each such Holder, the due and punctual payment of the principal of, premium
(if any) and interest on such Security and the due and punctual payment of any sinking fund
payments provided for pursuant to the terms of such Security when and as the same shall become due
and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption
or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the
failure of the Company punctually to make any such principal, premium (if any), interest, or
sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually
when




-86-









 








and as the same shall become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, and as if such payment were made by the Company.




               The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal
debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and
unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or
this Indenture, any failure to enforce the provisions of any Security of any series or this
Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by
the Holder of any Security of any series or the Trustee, or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however,
that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance
shall without the consent of the Guarantor increase the principal amount of a Security or the
interest rate thereon or change the currency of payment with respect to any Security, or alter the
Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security
that would be due and payable upon a declaration of acceleration or acceleration of the maturity
thereof pursuant to Section 502, or increase any premium payable upon redemption thereof
or increase any sinking fund payment required under such Security. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest or
notice with respect to any Security or the indebtedness evidenced thereby or with respect to any
sinking fund payment required pursuant to the terms of a Security issued under this Indenture and
all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to
any Security except by payment in full of the principal of, premium (if any) and interest, if any,
thereon. If at any time any payment of principal of, premium (if any) and interest on such
Security is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Company, the Guarantor’s obligations hereunder with respect to such payment
shall be reinstated as of the date of such rescission, restoration or return as though such
payment had become due but had not been made at such time.




		
	SECTION 1502. 	     Subordination.





               The Guarantor shall not be subrogated to the rights of the Holder of a Security against
the Company in respect of any amounts paid to such Holder pursuant to the provisions of this
Guarantee unless and until the Guarantor or the Company has made due payment of the principal of,
premium (if any) and interest on each and every other Outstanding Security when the same becomes
due and payable, whether at Stated Maturity, by declaration of acceleration, call for redemption
or otherwise, in accordance with the terms of such Security and this Indenture.




-87-









 








ARTICLE SIXTEEN




MISCELLANEOUS PROVISIONS





		
	SECTION 1601. 	     Securities in Foreign Currencies.





               Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series, any amount in respect
of any Security denominated in a currency other than Dollars shall be traded for any such action or
distribution as that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered Securities of such series
(if any) for such action, determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written notice to the
Trustee or, in the absence of such written notice, as the Trustee may determine.



ARTICLE SEVENTEEN




CORPORATE OBLIGATION ONLY





		
	SECTION 1701. 	     Indenture and Securities Solely Corporate Obligations.





               No recourse under or upon any obligation, covenant or agreement contained in this Indenture,
any supplemental indenture, or in any Security, because of any indebtedness evidenced thereby,
shall be had against any incorporator, or against any past, present or future
shareholder,
employee, officer or director, as such, of the Company or the Guarantor or of any successor
corporation of the Company or the Guarantor, either directly or through the Company or the
Guarantor or any successor corporation of the Company or the Guarantor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or penalty or by any
legal or equitable proceeding or otherwise, all such liability, whether at common law, in equity,
by any constitution, statute or otherwise, of incorporators, shareholders, employees, officers or
directors being expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration of the issuance of the Securities.



* * * * *




               The Bank of New York hereby accepts the trusts in this Indenture upon the terms and
conditions hereinabove set forth.



-88-









 





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



	 	 	 	 	 	 	 
	 	 	ANIXTER INC.
	 	 	 	 	the Company
	 
	 	 	 	 	 	 
	

	 	By :	 	 	 	/s/ Robert W. Grubbs, Jr.
	

	 	 	 	Title:
	 	President and Chief Executive
	

	 	 	 	 	 	     Officer






	 	 	 	 	 	 	 
	 	 	ANIXTER INTERNATIONAL INC.
	 	 	 	 	the Guarantor
	 
	 	 	 	 	 	 
	

	 	By :	 	 	 	/s/ Rod Dammeyer
	

	 	 	 	Title:
	 	President and Chief Executive
	

	 	 	 	 	 	      Officer






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 	as Trustee
	 
	 	 	 	 	 	 
	

	 	By :	 	 	 	/s/ Mary La Gumina
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	     MARY LA GUMINA
	

	 	 	 	 	 	ASSISTANT VICE PRESIDENT