Exhibit 4.2



 



Exhibit 4.2


TERAYON COMMUNICATION SYSTEMS, INC.



AND




	 	 	,	 






AS TRUSTEE





INDENTURE




Dated as of                                                         


 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	Page	 	 	 	 
	ARTICLE 1.     DEFINITIONS
	 	 	2	 	 	 	 	 
	 	Section 1.01
	 	 	2	 	 	 	 	 
	ARTICLE 2.     ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	 	 	6	 	 	 	 	 
	 	Section 2.01
	 	 	6	 	 	 	 	 
	 	Section 2.02
	 	 	7	 	 	 	 	 
	 	Section 2.03
	 	 	8	 	 	 	 	 
	 	Section 2.04
	 	 	9	 	 	 	 	 
	 	Section 2.05
	 	 	11	 	 	 	 	 
	 	Section 2.06
	 	 	11	 	 	 	 	 
	 	Section 2.07
	 	 	12	 	 	 	 	 
	 	Section 2.08
	 	 	13	 	 	 	 	 
	 	Section 2.09
	 	 	13	 	 	 	 	 
	 	Section 2.10
	 	 	13	 	 	 	 	 
	 	Section 2.11
	 	 	14	 	 	 	 	 
	 	Section 2.12
	 	 	14	 	 	 	 	 
	 	Section 2.13
	 	 	15	 	 	 	 	 
	ARTICLE 3.     REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	 	 	15	 	 	 	 	 
	 	Section 3.01
	 	 	15	 	 	 	 	 
	 	Section 3.02
	 	 	15	 	 	 	 	 
	 	Section 3.03
	 	 	16	 	 	 	 	 
	 	Section 3.04
	 	 	17	 	 	 	 	 
	 	Section 3.05
	 	 	17	 	 	 	 	 
	 	Section 3.06
	 	 	17	 	 	 	 	 
	ARTICLE 4.     PARTICULAR COVENANTS OF THE COMPANY
	 	 	18	 	 	 	 	 
	 	Section 4.01
	 	 	18	 	 	 	 	 
	 	Section 4.02
	 	 	18	 	 	 	 	 
	 	Section 4.03
	 	 	18	 	 	 	 	 
	 	Section 4.04
	 	 	19	 	 	 	 	 
	 	Section 4.05
	 	 	19	 	 	 	 	 
	 	Section 4.06
	 	 	19	 	 	 	 	 
	ARTICLE 5.     SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	20	 	 	 	 	 
	 	Section 5.01
	 	 	20	 	 	 	 	 
	 	Section 5.02
	 	 	20	 	 	 	 	 
	 	Section 5.03
	 	 	21	 	 	 	 	 
	 	Section 5.04
	 	 	22	 	 	 	 	 
	ARTICLE 6.     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	22	 	 	 	 	 
	 	Section 6.01
	 	 	22	 	 	 	 	 
	 	Section 6.02
	 	 	24	 	 	 	 	 
	 	Section 6.03
	 	 	25	 	 	 	 	 



ii






 



TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 	 	 	 
	 	 	 	Page	 	 	 	 
	 	Section 6.04
	 	 	26	 	 	 	 	 
	 	Section 6.05
	 	 	26	 	 	 	 	 
	 	Section 6.06
	 	 	27	 	 	 	 	 
	 	Section 6.07
	 	 	27	 	 	 	 	 
	 	Section 6.08
	 	 	28	 	 	 	 	 
	ARTICLE 7.     CONCERNING THE TRUSTEE
	 	 	28	 	 	 	 	 
	 	Section 7.01
	 	 	28	 	 	 	 	 
	 	Section 7.02
	 	 	29	 	 	 	 	 
	 	Section 7.03
	 	 	31	 	 	 	 	 
	 	Section 7.04
	 	 	31	 	 	 	 	 
	 	Section 7.05
	 	 	31	 	 	 	 	 
	 	Section 7.06
	 	 	31	 	 	 	 	 
	 	Section 7.07
	 	 	32	 	 	 	 	 
	 	Section 7.08
	 	 	32	 	 	 	 	 
	 	Section 7.09
	 	 	32	 	 	 	 	 
	 	Section 7.10
	 	 	33	 	 	 	 	 
	 	Section 7.11
	 	 	34	 	 	 	 	 
	 	Section 7.12
	 	 	35	 	 	 	 	 
	 	Section 7.13
	 	 	35	 	 	 	 	 
	ARTICLE 8.     CONCERNING THE SECURITYHOLDERS
	 	 	36	 	 	 	 	 
	 	Section 8.01
	 	 	36	 	 	 	 	 
	 	Section 8.02
	 	 	36	 	 	 	 	 
	 	Section 8.03
	 	 	37	 	 	 	 	 
	 	Section 8.04
	 	 	37	 	 	 	 	 
	 	Section 8.05
	 	 	37	 	 	 	 	 
	ARTICLE 9.     SUPPLEMENTAL INDENTURES
	 	 	37	 	 	 	 	 
	 	Section 9.01
	 	 	37	 	 	 	 	 
	 	Section 9.02
	 	 	40	 	 	 	 	 
	 	Section 9.03
	 	 	41	 	 	 	 	 
	 	Section 9.04
	 	 	41	 	 	 	 	 
	 	Section 9.05
	 	 	41	 	 	 	 	 
	ARTICLE 10.     CONSOLIDATION, MERGER AND SALE
	 	 	41	 	 	 	 	 
	 	Section 10.01
	 	 	41	 	 	 	 	 
	 	Section 10.02
	 	 	42	 	 	 	 	 
	 	Section 10.03
	 	 	42	 	 	 	 	 
	ARTICLE 11.     SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES
	 	 	43	 	 	 	 	 
	 	Section 11.01
	 	 	43	 	 	 	 	 
	 	Section 11.02
	 	 	44	 	 	 	 	 
	 	Section 11.03
	 	 	44	 	 	 	 	 
	 	Section 11.04
	 	 	44	 	 	 	 	 
	ARTICLE 12.     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	44	 	 	 	 	 



iii






 



TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 	 	 	 
	 	 	 	Page	 	 	 	 
	 	Section 12.01
	 	 	44	 	 	 	 	 
	ARTICLE 13.     MISCELLANEOUS PROVISIONS
	 	 	45	 	 	 	 	 
	 	Section 13.01
	 	 	45	 	 	 	 	 
	 	Section 13.02
	 	 	45	 	 	 	 	 
	 	Section 13.03
	 	 	45	 	 	 	 	 
	 	Section 13.04
	 	 	45	 	 	 	 	 
	 	Section 13.05
	 	 	45	 	 	 	 	 
	 	Section 13.06
	 	 	45	 	 	 	 	 
	 	Section 13.07
	 	 	46	 	 	 	 	 
	 	Section 13.08
	 	 	46	 	 	 	 	 
	 	Section 13.09
	 	 	46	 	 	 	 	 
	 	Section 13.10
	 	 	46	 	 	 	 	 
	 	Section 13.11
	 	 	46	 	 	 	 	 
	 	Section 13.12
	 	 	46	 	 	 	 	 
	 	Section 13.13
	 	 	46	 	 	 	 	 



iv






 



     THIS INDENTURE, dated as of the            day of                , between
TERAYON COMMUNICATIONS SYSTEMS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), and
               , a                , as trustee (the “Trustee”):


     WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured promissory notes or other evidences of indebtedness
(hereinafter referred to as the “Securities”), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in
this Indenture provided, as registered Securities without coupons, to be
manually authenticated by the certificate of the Trustee;


     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture;


     WHEREAS, the Securities and the certificate of authentication to be borne
by the Securities (the “Certificate of Authentication”) are to be substantially
in such forms as may be approved by a Company Order (as defined below), or set
forth in this Indenture or in any indenture supplemental to this Indenture; and


     WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered
by the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of such Securities, and the execution
of this Indenture has been and the issuance hereunder of the Securities has
been or will be prior to issuance in all respects duly authorized, and the
Company, in the exercise of the legal right and power in it vested, executes
this Indenture and proposes to make, execute, issue and deliver the Securities.


     NOW, THEREFORE, THIS INDENTURE WITNESSETH:


     That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities, without any
discrimination, preference or priority of any one Security over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:


1






 


ARTICLE 1.



DEFINITIONS



     Section 1.01. The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, and any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939, as amended, or which are by reference in such Act defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of the execution of this instrument.


     “Affiliate” shall mean, with respect to the Company, any company at least
a majority of whose outstanding voting stock shall at the time be owned by the
Company, or by one or more direct or indirect subsidiaries of or by the Company
and one or more direct or indirect subsidiaries of the Company. For the
purposes only of this definition of the term “Affiliate”, the term “voting
stock”, as applied to the stock of any company, shall mean stock of any class
or classes having ordinary voting power for the election of a majority of the
directors of such company, other than stock having such power only by reason of
the occurrence of a contingency.


     “Authenticating Agent” shall mean an authenticating agent with respect to
all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.


     “Authorized Officer” shall mean the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer or any other officer
or agent of the Company duly authorized by the Board of Directors to act in
respect of matters relating to this Indenture.


     “Board Of Directors” or “Board” shall mean the Board of Directors of the
Company, or any duly authorized committee of such Board.


     “Board Resolution” shall mean a copy of a resolution certified by the
Secretary or an Associate or Attesting Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on
the date of such certification.


     “Business Day”, with respect to any Security, shall mean any day that (a)
in the Place of Payment (or in any of the Places of Payment, if more than one)
in which amounts are payable as specified in the form of such Security and (b)
in the city in which the Trustee administers its corporate trust business, is
not a day on which banking institutions are authorized or required by law or
regulation to close.


     “Certificate” shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.


     “Commission” shall mean the Securities and Exchange Commission, as from
time to time constituted and created under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or if at any time after the execution of this
instrument such Commission is not existing and


2






 


performing the duties now assigned to it under the Trust Indenture Act,
then the body, if any, performing such duties on such date.


     “Company
Order” shall mean a written order signed in the name of the
Company by an Authorized Officer and the Secretary or an Associate or Attesting
Secretary of the Company, pursuant to a Board Resolution establishing a series
of Securities.


     “Corporate Trust Office” shall mean the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located.


     “Default” shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.


     “Depository” shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.


     “Discount Security” shall mean 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 6.01(b).


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


     “Eligible Obligations” means (a) with respect to Securities denominated in
Dollars, Governmental Obligations; or (b) with respect to securities
denominated in a currency other than Dollars or in a composite currency, such
other obligations or instruments as shall be specified with respect to such
Securities, as contemplated by Section 2.01.


     “Event Of Default” with respect to Securities of a particular series shall
mean any event specified in Section 6.01, continued for the period of time, if
any, therein designated.


     “Global Security” shall mean, with respect to any series of Securities, a
Security executed by the Company and authenticated and delivered by the Trustee
to the Depository or pursuant to the Depository’s instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depository or its nominee.


     “Governmental Authority” means the government of the United States or of
any State or Territory thereof or of the District of Columbia or of any county,
municipality or other political subdivision of any of the foregoing, or any
department, agency, authority or other instrumentality of any of the foregoing.


     “Governmental Obligations” shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of


3






 


the United States, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States, 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 of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or
interest on any such Governmental 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 such custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depository receipt.


     “Instructions” shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed
by an Authorized Officer. Instructions need not comply with the provisions of
Section 13.06.


     “Interest” when used with respect to non-interest bearing Securities shall
mean interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which
the Company becomes obligated to acquire a Security, whether by purchase or
otherwise.


     “Interest Payment Date” when used with respect to any installment of
interest on a Security of a particular series shall mean the date specified in
such Security or in a Board Resolution, Company Order or an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.


     “Officers’ Certificate” shall mean a certificate signed by an Authorized
Officer and by the Secretary or Associate or Attesting Secretary of the
Company. Each such certificate shall include the statements provided for in
Section 13.06, if and to the extent required by the provisions thereof.


     “Opinion Of Counsel” shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such
opinion shall include the statements provided for in Section 13.06, if and to
the extent required by the provisions thereof.


     “Outstanding” shall mean when used with reference to Securities of any
series and subject to the provisions of Section 8.04, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or which have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which monies or Eligible Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities paid pursuant to Section 2.07 or in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant
to the terms of


4






 


Section 2.07. The principal amount of a Discount Security that shall be
deemed to be Outstanding for purposes of this Indenture shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof.


     “Periodic Offering” means an offering of Securities of a series from time
to time, during which any or all of the specific terms of the Securities,
including without limitation the rate or rates of interest, if any, thereon,
the maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.


     “Person” means any individual, corporation, partnership, limited liability
company, joint venture, trust or unincorporated organization or any
Governmental Authority.


     “Place Of Payment” shall mean the place or places where the principal of
and interest, if any, on the Securities of any series are payable as specified
in accordance with Section 2.01.


     “Predecessor Security” shall mean for any particular Security every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.


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


     “Security” or “Securities” shall mean any Security or Securities, as the
case may be, authenticated and delivered under this Indenture.


     “Securityholder”, “Holder Of Securities” or “registered holder” shall mean
the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.


     “Series” means a series of Securities established pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.


     “Tranche” means Securities which (a) are of the same series and (b) have
identical terms except as to principal amount and/or date of issuance.


     “Trustee” shall mean, and, subject to the provisions of Article Seven,
shall also include its successors and assigns, and, if at any time there is
more than one person acting in such capacity hereunder, “Trustee” shall mean
each such person. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.


5






 


     “Trust Indenture Act” shall mean, subject to the provisions of Sections
9.01, 9.02, and 10.01, the Trust Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.


     “United States” means the United States of America, its territories, its
possessions and other areas subject to its political jurisdiction.


ARTICLE 2.



ISSUE, DESCRIPTION, TERMS, EXECUTION,



REGISTRATION AND EXCHANGE OF SECURITIES


     Section 2.01. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.


     The Securities may be issued from time to time in one or more series and
in one or more Tranches thereof. Each series shall be authorized by a Company
Order or Orders or one or more indentures supplemental hereto, which shall
specify whether the Securities of such series shall be subject to a Periodic
Offering. The Company Order or Orders or supplemental indenture and, in the
case of a Periodic Offering, Instructions or other procedures acceptable to the
Trustee specified in such Company Order or Orders, shall establish the terms of
the series, which may include the following: (i) any limitations on the
aggregate principal amount of the Securities to be authenticated and delivered
under this Indenture as part of such series (except for Securities
authenticated and delivered upon registration of transfer of, in exchange for
or in lieu of other Securities of that series); (ii) the stated maturity or
maturities of such series and any right to extend such date or dates; (iii) the
date or dates from which interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such
Interest Payment Dates and the record date for the determination of holders to
whom interest is payable on any such Interest Payment Date; (iv) the interest
rate or rates (which may be fixed or variable), or method of calculation of
such rate or rates, for such series; (v) the terms, if any, regarding the

redemption, purchase or repayment of such series (whether at the option of the
Company or a holder of the Securities of such series and whether pursuant to a
sinking fund or analogous provisions, including payments made in cash in
anticipation of future sinking fund obligations), including redemption,
purchase or repayment date or dates of such series, if any, and the price or
prices and other terms and conditions applicable to such redemption, purchase
or repayment (including any premium); (vi) whether or not the Securities of
such series shall be issued in whole or in part in the form of a Global
Security and, if so, the Depositary for such Global Security and the related
procedures with respect to transfer and exchange of such Global Security; (vii)
the designation of such series; (viii) the form of the Securities of such
series; (ix) the maximum annual interest rate, if any, of the Securities
permitted for such series; (x) whether the Securities of such series shall be
subject to Periodic Offering; (xi) the currency or currencies, including
composite currencies, in which payment of the principal of (and premium, if
any) and interest on the Securities of such series shall be payable, if other
than Dollars and the manner of determining the Dollar equivalent for purposes
of determining Securities outstanding; (xii) any other information necessary to
complete the Securities of such series; (xiii) the establishment of any office
or agency pursuant to Section 4.02 hereof and any other place or places which
the principal of and interest, if any, on Securities of that series shall be
payable; (xiv) if other than denominations of $1,000 or any integral multiple
thereof, the denominations in which the



6









 



Securities of the series shall be issuable; (xv) the obligations or
instruments, if any, which shall be considered to be Eligible Obligations in
respect of the Securities of such series denominated in a currency other than
Dollars or in a composite currency; (xvi) whether or not the Securities of such
series shall be issued as Discount Securities and the terms thereof, including
the portion of the principal amount thereof which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.01(b); (xvii) if the principal, premium, if any, or interest, if any, on such
Securities are to be payable, at the election of the Company or the holder
thereof, in coin or currency, including composite currencies, other than that
in which the Securities are stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election shall be made;
(xviii) if the amount of payment of principal of and premium, if any, or
interest, if any, on such Securities may be determined with reference to an
index, formula or other method, or based on a coin or currency other than that
in which the Securities are stated to be payable, the manner in which such
amount shall be determined; (xix) the date or dates, if any, after which the
Securities may be converted or exchanged into or for shares of the Company’s
common stock or another company’s securities or properties or cash and the
terms for any such conversion or exchange; (xx) whether the Securities will be
subject to Article 11; (xxi) any special provisions for the payment of
additional amounts; (xxii) any right to defer payments of interest by extending
an interest payment period and the duration of such extension; and (xxiii) any
other terms of such series not inconsistent with this Indenture.


     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
any such Company order or in any indentures supplemental hereto.


     If any of the terms of the series are established by action taken pursuant
to a Company Order, a copy of an appropriate record of the applicable Board
Resolution shall be certified by the Secretary or an Associate or Attesting
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order setting forth the terms of that series.


     Section 2.02. The Securities of any series shall be substantially of the
tenor and purport (i) as set forth in one or more indentures supplemental
hereto or as provided in a Company Order, or (ii) with respect to any Tranche
of Securities of a series subject to Periodic Offering, to the extent permitted
by any of the documents referred to in clause (i) above, in Instructions, or by
other procedures acceptable to the Trustee specified in such Company Order or
Orders, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the Depository,
or to conform to usage.


7






 


     The Trustee’s Certificate of Authentication shall be in substantially the
following form:



		
	 	     “This is one of the Securities of the series
designated in accordance with, and referred to in, the
within-mentioned Indenture.




		
	 	     Dated:




	 	 	 	 	 	 	 
	 	 	 	 	 	, as Trustee
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	

	”
	 	 	    Authorized Signatory	 	 



     Section 2.03. The Securities shall be issuable as registered Securities
and in the denominations of $1,000 or any integral multiple thereof, subject to
Sections 2.01(xi) and (xiv). The Securities of a particular series shall bear
interest payable on the dates and at the rate or rates specified with respect
to that series. Except as otherwise specified as contemplated by Section 2.01,
the principal of and the interest on the Securities of any series, as well as
any premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the Company maintained for that
purpose. Each Security shall be dated the date of its authentication.


     The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as otherwise specified as contemplated by Section
2.01, interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.


     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
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 shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:



		
	 	     (1) The Company may make payment of any Defaulted Interest on
Securities to the persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted Interest which shall not be



8






 





		
	 	more than 15 nor 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
Defaulted Interest and the special record date therefor to be mailed,
first class postage prepaid, to each Securityholder at his or her address
as it appears in the Security Register (as hereinafter defined), not less
than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such special record date and
shall be no longer payable pursuant to the following clause (2).




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



     Unless otherwise set forth in a Company Order or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term “regular record date” as used in this Section
with respect to a series of Securities with respect to any Interest Payment
Date for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.


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


     Section 2.04. The Securities shall, subject to the provisions of Section
2.06, be printed on steel engraved borders or fully or partially engraved, or
legibly typed, as the proper officer of the Company may determine, and shall be
signed on behalf of the Company by an Authorized Officer. The signature of
such Authorized Officer upon the Securities may be in the form of a facsimile
signature of a present or any future Authorized Officer and may be imprinted or
otherwise reproduced on the Securities and for that purpose the Company may use
the facsimile signature of any person who shall have been an Authorized
Officer, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such person shall have ceased to be
an Authorized Officer.


     Only such Securities as shall bear thereon a Certificate of Authentication
substantially in the form established for such Securities, executed manually by
an authorized signatory of the

9






 




Trustee, or by any Authenticating Agent with respect to such Securities,
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate executed by the Trustee, or by any
Authenticating Agent appointed by the Trustee with respect to such Securities,
upon any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the registered holder thereof is entitled to the benefits of this
Indenture.


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities and the Trustee, in
accordance with such Company Order, shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with Instructions or such other procedures
acceptable to the Trustee as may be specified by or pursuant to a supplemental
indenture or Company Order delivered to the Trustee prior to the time of the
first authentication of Securities of such series.


     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) an Officers’ Certificate, each
stating that the form and terms thereof have been established in conformity
with the provisions of this Indenture; provided, however, that, with respect to
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel and Officers’ Certificate only once
at or prior to the time of the first authentication of Securities of such
series and that, in such opinion or certificate, the opinion or certificate
described above may state that when the terms of such Securities, or each
Tranche thereof, shall have been established pursuant to a Company Order or
Orders or pursuant to such procedures acceptable to the Trustee, as may be
specified by a Company Order, such terms will have been established in
conformity with the provisions of this Indenture. Each Opinion of Counsel and
Officers’ Certificate delivered pursuant to this Section 2.04 shall include all
statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also
be to the effect that when such Securities have been executed by the Company
and authenticated by the Trustee in accordance with the provisions of this
Indenture and delivered to and duly paid for by the purchasers thereof, they
will be valid and legally binding obligations of the Company, enforceable in
accordance with their terms (subject to customary exceptions) and will be
entitled to the benefits of this Indenture.


     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Company Order, Opinion of
Counsel, Officers’ Certificate and other documents delivered pursuant to this
Section at or prior to the time of the first authentication of Securities of
such series unless and until such Company Order, Opinion of Counsel, Officers’
Certificate or other documents have been superseded or revoked or expire by
their terms.


     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 the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


10






 


     Section 2.05. (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose, for other Securities of such series of authorized denominations, and
for a like aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same
series which the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.



          (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose a register or registers (herein referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by Board Resolution, an indenture supplement hereto or
Company Order (the “Security Registrar”).



     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount.



     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments
of transfer, in form satisfactory to the Company or the Security Registrar,
duly executed by the registered holder or by his duly authorized attorney in
writing.



          (c) Except as provided in the first paragraph of Section 2.07, no service
charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.



          (d) The Company shall neither be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Securities of any series or portions
thereof called for redemption or as to which the holder thereof has exercised
its right, if any, to require the Company to repurchase such Security in whole
or in part, except that portion of such Security not required to be
repurchased. The provisions of this Section 2.05 are, with respect to any
Global Security, subject to Section 2.11 hereof.



     Section 2.06. Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Securities (printed, lithographed or typewritten) of any
authorized denomination, and substantially in the form of the



11







 


definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security
of any series shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities of such series in accordance with
Section 2.04. Without unnecessary delay the Company will execute and will
furnish definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor (without
charge to the holders thereof), at the office or agency of the Company
designated for the purpose, and the Trustee shall authenticate and such office
or agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need not
be executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.


     Section 2.07. In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject
as aforesaid) shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substituted Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case
any Security which has matured or is about to mature shall become mutilated or
be destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and to the Trustee such security or indemnity as
they may require to save them harmless, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company and the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.


     Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to the

12






 



contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


     Section 2.08. All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, or for credit against a
sinking fund, shall, if surrendered to the Company or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be canceled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company, the Trustee shall deliver to the Company
canceled Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Securities in accordance with its standard
procedures. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.


     Section 2.09. Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and the holders of the Securities, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities.


     Section 2.10. So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, 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. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities. If
at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions it shall resign immediately.


     Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.
The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.


13






 



     Section 2.11. (a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series, (ii)
shall be registered in the name of the Depository or its nominee, (iii) shall
be authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository’s instruction and (iv) shall bear a legend substantially to the
following effect: “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository.”



          (b) Notwithstanding the provisions of Section 2.05, the Global Security of
a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depository for such
series, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.



          (c) If at any time the Depository for a series of Securities notifies the
Company that it is unwilling or unable to continue as Depository for such
series or if at any time the Depository for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation and a successor Depository for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and deliver
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series. In such event the Company will execute, and subject
to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Company, will authenticate and deliver
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities
in definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security pursuant
to this Section 2.11(c) shall be registered in such names and in such
authorized denominations as the Depository, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Security
Registrar. The Trustee shall deliver such Securities to the Depository for
delivery to the persons in whose names such Securities are so registered.



     Section 2.12. In the case of the Securities of any series denominated in
any currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Securities as
contemplated by Section 2.01, the obligation of the Company to make any payment
of the principal thereof, or the premium or interest thereon, shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any



14







 


currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount
of the Required Currency then due and payable. If any such tender or recovery
is in a currency other than the Required Currency, the Trustee may take such
actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including, without
limitation, the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and
in no circumstances shall the Trustee be liable therefor except in the case of
its negligence or willful misconduct.



     Section 2.13. The Company in issuing Securities may use “CUSIP” numbers
(if then generally in use) and, if so used, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to holders of Securities;
provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or
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 shall promptly notify the Trustee of any change in the CUSIP
numbers.



ARTICLE 3.



REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS



     Section 3.01. The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.



     Section 3.02. (a) In case the Company shall desire to exercise such right
to redeem all or, as the case may be, a portion of the Securities of any series
in accordance with the right reserved so to do, it shall give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or
any other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with any such restriction or condition.



     Unless otherwise so provided as to a particular series of Securities, if
at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent on or before the date fixed for
redemption


15







 



(unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.


     Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers, if any), specify the date fixed for
redemption and the redemption price at which Securities of that series are to
be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to
the date fixed for redemption will be paid as specified in said notice, that
from and after said date interest will cease to accrue and that the redemption
is for a sinking fund, if such is the case. If less than all the Securities of
a series are to be redeemed, the notice to the holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed. In case any Security is to be redeemed in part
only, the notice which relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the unredeemed portion thereof will
be issued.


          (b) The Company shall give the Trustee at least 45 days’ notice in advance
of the date fixed for redemption (unless the Trustee shall agree to a shorter
period) and, in the case of redemption of less than all the Securities of a
series, as to the aggregate principal amount of Securities of the series to be
redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and which may
provide for the selection of a portion or portions (equal to $1,000 or any
integral multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the
principal amount of such Securities of a denomination larger than $1,000
(subject as aforesaid), the Securities to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Securities to be
redeemed, in whole or in part.



     The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Authorized Officer, instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case
in which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such
Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section.


     Section 3.03. (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with, subject to the Company Order or supplemental indenture
hereto establishing the terms of such series of Securities, interest accrued to
the date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for


16






 


redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for
such series, together with, subject to the Company Order or supplemental
indenture hereto establishing the terms of such series of Securities, interest
accrued thereon to the date fixed for redemption.


          (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.



     Section 3.04. The provisions of this Section 3.04 and Sections 3.05 and
3.06 shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 2.01 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 Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption
of Securities of such series as provided for by the terms of Securities of such
series.


     Section 3.05. The Company (i) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (ii) may apply as
a credit Securities of a series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment; provided that such Securities have not been
previously so 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 mandatory sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.


     Section 3.06. Not less than 45 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 sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.05 and the basis for such
credit and will, together with such Officers’ Certificate, deliver to the
Trustee any Securities to be so delivered. 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
3.02 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 3.02, except
that the notice of redemption shall also state that the Securities of such
series are being redeemed by operation of the sinking fund and the sinking fund
payment date. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.


17






 



ARTICLE 4.



PARTICULAR COVENANTS OF THE COMPANY



     The Company covenants and agrees for each series of the Securities as
follows:



     Section 4.01. The Company will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest on the Securities of
that series at the time and place and in the manner provided herein and
established with respect to such Securities.



     Section 4.02. So long as any series of the Securities remain
outstanding, the Company agrees to maintain an office or agency with respect to
each such series, where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by an Authorized Officer and delivered to the Trustee, designate some
other office or agency for such purposes or any of them. 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, notices
and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands. The Trustee will initially act as paying
agent for the Securities.



     The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing 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 obligations to
maintain an office or agency for the foregoing purposes. The Company will give
prompt written notice to the Trustee of any change in the location of any such
other office or agency.



     Section 4.03. (a) If the Company shall appoint one or more paying agents
for all or any series of the Securities, other than the Trustee, the Company
will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:




		
	 	     (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the
Securities of that series (whether such sums have been paid to it by the
Company or by any other obligor of such Securities) in trust for the
benefit of the persons entitled thereto;
	 
	 	     (2) that it will give the Trustee prompt notice of any failure by
the Company (or by any other obligor of such Securities) to make any
payment of the principal of (and premium, if any) or interest on the
Securities of that series when the same shall be due and payable;




18







 







		
	 	     (3) that it will, at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent; and
	 
	 	     (4) that it will perform all other duties of paying agent as set
forth in this Indenture.



          (b) If the Company shall act as its own paying agent with respect to any
series of the Securities, it will on or before each due date of the principal
of (and premium, if any) or interest on Securities of that series, set aside,
segregate and hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or interest so
becoming due on Securities of that series until such sums shall be paid to such
persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. Whenever the Company shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the persons entitled to such principal, premium or interest,
and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.



          (c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.04, and (ii) 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 any paying agent to pay, to the Trustee all
sums held in trust by the Company or such paying agent, such sums to be held by
the Trustee upon the same terms and conditions 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, such paying agent shall be released from all
further liability with respect to such money.



     Section 4.04. The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.


     Section 4.05. The Company will not, while any of the Securities remain
outstanding, consolidate with, or merge into, or merge into itself, or sell or
convey all or substantially all of its property to any other Person unless the
provisions of Article Ten hereof are complied with.


     Section 4.06. In the event that the Company issues a Discount Security,
the Company shall file with the Trustee at or prior to the time of the
authentication of such Discount Security a written notice, in such form as
mutually agreed upon by the Company and the Trustee, specifying the amount of
original issue discount that will be accrued on such Discount Security in each
calendar year from the date of issuance to the maturity thereof.



19










 



ARTICLE 5.



SECURITYHOLDERS’ LISTS AND REPORTS BY

THE COMPANY AND THE TRUSTEE



     Section 5.01. The Company will furnish or cause to be furnished to the
Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities of each Tranche of a series a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of such Tranche
of Securities as of such regular record date, provided, that the Company shall
not be obligated to furnish or cause to be furnished such list at any time that
the list shall not differ in any respect from the most recent list furnished to
the Trustee by the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, no such list need
be furnished for any series for which the Trustee shall be the Security
Registrar.


     Section 5.02.
(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).


          (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.



          (c) In case three or more holders of Securities of a series (hereinafter
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 of Securities of such series or holders of all Securities with respect
to their rights under this Indenture or under such 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:




		
	 	     (1) afford to such applicants access to the information preserved at
the time by the Trustee in accordance with the provisions of subsection
(a) of this Section 5.02; or
	 
	 	     (2) inform such applicants as to the approximate number of holders
of Securities of such series or of all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time
by the Trustee, in accordance with the provisions of subsection (a) of
this Section 5.02, and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any,
specified in such application.



          (d) 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 of such series or of all Securities, as the
case may be, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of subsection



20






 





(a)  of this Section 5.02, 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 interests of the holders of Securities of
such series or of all Securities, as the case may be, or would be in violation
of applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a 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 the 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 Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise, the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.


          (e) Each and every holder of the Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
subsection (c) of this Section, 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 said subsection
(c).



     Section 5.03.
(a) The Company covenants and agrees to file with the
Trustee, within 30 days after the Company is required to file the same with the
Commission, a copy of the annual reports and of the information, documents and
other reports (or a copy of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and, unless the Commission shall not accept such
information, documents or reports, the Commission, in accordance with the 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.


          (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.



          (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable over-night delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses
appear upon the Security Register, within 30 days



21






 



after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



          (d) The Company covenants and agrees to furnish to the Trustee, on or
before May 15 in each calendar year in which any of the Securities are
outstanding, or on or before such other day in each calendar year as the
Company and the Trustee may from time to time agree upon, a certificate from
the principal executive officer, principal financial officer or principal
accounting officer, as to his or her knowledge, of the Company’s compliance
with all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.



          (e) Delivery of such information, documents or reports to the Trustee
pursuant to Section 5.03(a) or 5.03(b) is for informational purposes only and
the Trustee’s receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including, in the case of Section 5.03(b), the Company’s compliance
with any of the covenants hereunder.



     Section 5.04. (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within 60 days after each September 15th following the date
of this Indenture deliver to Holders a brief report, dated as of such September
15th, which complies with the provisions of such Section 313(a).



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



ARTICLE 6.



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT



     Section 6.01.
(a) Whenever used herein with respect to Securities of a
particular series, “Event of Default” means any one or more of the following
events which has occurred and is continuing:




		
	 	     (1) default in the payment of any installment of interest upon any
of the Securities of that series, as and when the same shall become due
and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an extension
period);
	 
	 	     (2) default in the payment of the principal of (or premium, if any,
on) any of the Securities of that series as and when the same shall
become due and payable whether at maturity, upon redemption, by
declaration or otherwise;




22







 







		
	 	     (3) default in the making or satisfaction of any sinking fund
payment or analogous obligation as and when the same shall become due and
payable by the terms of the Securities of that series, and continuance of
such default for a period of 30 days;
	 
	 	     (4) failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company with
respect to that series contained in such Securities or otherwise
established with respect to that series of Securities pursuant to Section
2.01 hereof or contained in this Indenture (other than a covenant or
agreement which has been expressly included in this Indenture solely for
the benefit of one or more series of Securities other than such series)
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice
is a “Notice of Default” hereunder, shall have been given to the Company
by the Trustee, by registered or certified mail, or to the Company and
the Trustee by the holders of at least twenty-five percent in aggregate
principal amount of the Securities of that series at the time
outstanding;
	 
	 	     (5) a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Company as bankrupt or insolvent,
or approving as properly filed a petition seeking liquidation or
reorganization of the Company under the Federal Bankruptcy Code or any
other similar applicable Federal or State law, and such decree or order
shall have continued unvacated and unstayed for a period of 90
consecutive days; or an involuntary case shall be commenced under such
Code in respect of the Company and shall continue undismissed for a
period of 90 consecutive days or an order for relief in such case shall
have been entered; or a decree or order of a court having jurisdiction in
the premises shall have been entered for the appointment on the ground of
insolvency or bankruptcy of a receiver or custodian or liquidator or
trustee or assignee in bankruptcy or insolvency of the Company or of its
property, or for the winding up or liquidation of its affairs, and such
decree or order shall have remained in force unvacated and unstayed for a
period of 90 consecutive days;
	 
	 	     (6) the Company shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent
seeking liquidation or reorganization under the Federal Bankruptcy Code
or any other similar applicable Federal or State law, or shall consent to
the filing of any such petition, or shall consent to the appointment on
the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of
its property, or shall make an assignment for the benefit of creditors;
or
	 
	 	     (7) the occurrence of any other Event of Default with respect to
Securities of such series, as contemplated by Section 2.01 hereof.



          (b) The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within five Business Days of the Company’s
becoming aware of any such Event of Default. In each and every such case,
unless the principal of all the Securities of that series shall have already
become due and payable, either the Trustee or the holders of not less than
twenty-five percent in aggregate principal amount of the Securities of that
series then outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by such



23






 





Securityholders), may declare the principal (or, if any of such Securities
are Discount Securities, such portion of the principal amount thereof as may be
specified by their terms as contemplated by Section 2.01) of all the Securities
of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything
contained in this Indenture or in the Securities of that series or established
with respect to that series pursuant to Section 2.01 hereof to the contrary
notwithstanding.


          (c) Section 6.01(b), however, is subject to the condition that if, at any
time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and any and all defaults under the Indenture, other than the nonpayment of
principal on Securities of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06, then and
in every such case the holders of a majority in aggregate principal amount of
the Securities of that series then outstanding, by written notice to the
Company and to the Trustee, may rescind and annul such declaration and its
consequences with respect to that series of Securities; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.



          (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.



     Section 6.02.
(a) The Company covenants that in case an Event of Default
described in subsection 6.01(a)(1) or (a)(2) shall have occurred and be
continuing, upon demand of the Trustee, the Company will pay to the Trustee,
for the benefit of the holders of the Securities of that series, the whole
amount that then shall have become due and payable on all such Securities for
principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law and without
duplication of any other amounts paid by the Company in respect thereof) upon
overdue installments of interest at the rate per annum expressed in the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06.


          (b) In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the



24






 





sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series wherever situated the monies
adjudged or decreed to be payable.


          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities, or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or
such other obligor under this Indenture at the date of institution of such
proceedings and for any additional amount which may become due and payable by
the Company or such other obligor after such date, and to collect and receive
any monies or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders 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 such
Securityholders, to pay to the Trustee any amount due it under Section 7.06.



          (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such
Securities, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or 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 payment to the Trustee of any amounts due
under Section 7.06, be for the ratable benefit of the holders of the Securities
of such series.



     In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.


     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.


     Section 6.03. Any monies collected by the Trustee pursuant to Section
6.02 with respect to a particular series of Securities shall be applied in the
order following, at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal (or


25






 


premium, if any) or interest, upon presentation of the several Securities
of that series, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:



		
	 	     First: To the payment of costs and expenses of
collection and of all amounts payable to the Trustee
under Section 7.06;
	 
	 	     Second: To the payment of the amounts then due
and unpaid upon Securities of such series for
principal (and premium, if any) and interest, 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 (and
premium, if any) and interest, respectively; and
	 
	 	     Third: To the Company.



     Section 6.04. No holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless such holder previously shall have given
to the Trustee written notice of an Event of Default and of the continuance
thereof with respect to Securities of such series specifying such Event of
Default, as hereinbefore provided, and unless also the holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
the taker and holder of every Security of such series with every other such
taker and holder and the Trustee, that no one or more holders of Securities of
such series shall have any right in any manner whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of the holders of any other of such Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities of such series.
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.


     Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or
after the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date, shall
not be impaired or affected without the consent of such holder.


     Section 6.05.
(a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of


26






 


any others thereof or of any other powers and remedies available to the
Trustee or the holders of the Securities, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to such
Securities.


          (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.



     Section 6.06. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, 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 such
series; provided, however, that such direction shall not be in conflict with
any rule of law or with this Indenture or unduly prejudicial to the rights of
holders of Securities of any other series at the time outstanding determined in
accordance with Section 8.04 not parties thereto. Subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed might
involve the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Securities of any series at the time
outstanding affected thereby, determined in accordance with Section 8.04, may
on behalf of the holders of all of the Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Securities of that series as and when the
same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c))) or a call for redemption of Securities of that series.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Securities of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


     Section 6.07. The Trustee shall, within 90 days after the occurrence of
a default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names
and addresses appear upon the Security Register, notice of all defaults with
respect to that series known to the Trustee, unless such defaults shall have
been cured or waived before the giving of such notice (the term “defaults” for
the purposes of this Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not
including any periods of grace provided for therein and irrespective of the
giving of notice provided for by subsection (4) of Section 6.01(a)); provided,
that, except in the case of default in the payment of the principal of (or
premium, if any) or


27






 


interest on any of the Securities of that series or in the payment of any
sinking or analogous fund installment established with respect to that 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
and/or Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(4) with respect to Securities of such series no
such notice to the holders of the Securities of that series shall be given
until at least 30 days after the occurrence thereof.


     The Trustee shall not be deemed to have knowledge of any default, except
(i) a default under subsection (a)(1), (a)(2), (a)(3) or (a)(4) of Section 6.01
as long as the Trustee is acting as paying agent for such series of Securities
or (ii) any default as to which the Trustee shall have received written notice
or a Responsible Officer charged with the administration of this Indenture
shall have obtained written notice.


     Section 6.08. All parties to this Indenture agree, and each holder of
any Securities by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees 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 Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding more than 10% in aggregate principal amount
of the outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


ARTICLE 7.



CONCERNING THE TRUSTEE



     Section 7.01.
(a) The Trustee, prior to the occurrence of an Event of
Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of such series
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. In case an Event of Default with respect to
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.


          (b) 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:



28






 






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




		
	 	     (i) the duties and obligations of the Trustee shall with
respect to Securities of such series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be
liable with respect to Securities of such series except for the
performance of such duties and obligations as are specifically set
forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and
	 
	 	     (ii) in the absence of bad faith on the part of the Trustee,
the Trustee may with respect to Securities of such series
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture; but in the case of any such
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 (but need
not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein);




		
	 	     (2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
	 
	 	     (3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the written
direction of the holders of not less than a majority in principal amount
of the Securities of any series at the time outstanding 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 that
series; and
	 
	 	     (4) none of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur or risk
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if the Trustee reasonably
believes that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity
against such risk is not reasonably assured to it.



          (c) 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
7.01.



     Section 7.02. Except as otherwise provided in Section 7.01:


          (a) The Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report,



29









 



notice, request, direction, consent, order, demand, approval, bond,
security or other paper or document believed by it (i) to be genuine and (ii)
to have been signed or presented by the proper party or parties;


          (b)     Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an Officers
Certificate (unless other evidence in respect thereof is specifically
prescribed herein);



          (c)     The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;



          (d)     The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture,
unless such Securityholders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing herein contained shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to a series of the Securities (which has not been cured or
waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;



          (e)     The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;



          (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, consent, direction, order, demand, approval,
bond, security, or other papers or documents, unless requested in writing so to
do by the holders of not less than a majority in principal amount of the
outstanding Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such costs, expenses or liabilities as a condition to so proceeding.
The reasonable expense of every such examination shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand.
Notwithstanding the foregoing, the Trustee, in its direction, may make such
further inquiry or investigation into such facts or matters as it may see fit.
In making any investigation required or authorized by this subparagraph, the
Trustee shall be entitled to examine books, records and premises of the
Company, 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



30






 





be responsible for any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder;


          (h)     The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty;



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



          (j)     The Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which certificate
may be signed by any person authorized to sign an Officers’ Certificate,
including any person specified as so authorized in any such certificate
previously delivered and not superseded.



     Section 7.03. (a) The recitals contained herein and in the Securities
(other than the Certificate of Authentication on the Securities) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.


          (b)     The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.



          (c)     The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such Securities, or for
the use or application of any monies paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01,
or for the use or application of any monies received by any paying agent other
than the Trustee.



     Section 7.04. The Trustee or any paying agent or Security Registrar, in
its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.


     Section 7.05. Subject to the provisions of Section 11.04, all monies
received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any monies received by it hereunder
except such as it may agree in writing with the Company to pay thereon.


     Section 7.06. (a) The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to such
compensation as shall be agreed in writing between the Company and the Trustee
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable


31






 


compensation and the reasonable expenses and disbursements of its counsel
and agents and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.


          (b)     The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.



          (c)     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including reasonable charges
and expenses of its counsel) and compensation for its services are intended to
constitute expenses of administration under applicable Federal or state
bankruptcy, insolvency or similar law.



          (d)     The provisions of this Section 7.06 shall survive the satisfaction and
discharge of this Indenture or the appointment of a successor trustee.



     Section 7.07. Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to
the Trustee and such certificate, in the absence of bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.


     Section 7.08. If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.


     Section 7.09. There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least 50 million dollars, and subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least

32






 




annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any person directly or
indirectly controlling, controlled by, or under common control with the
Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.


     Section 7.10. (a) The Trustee or any successor hereafter appointed, may
at any time resign with respect to the Securities of one or more series by
giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed
and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may,
subject to the provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.




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

	 
	 	     (1)     the Trustee shall fail to comply with the provisions of Section
7.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or
Securities for at least six months; or
	 
	 	     (2)     the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or
	 
	 	     (3)     the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;



     then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08, unless, with
respect to subsection (b)(1) above, the Trustee’s duty to resign is stayed as
provided in Section 310(b) of the Trust Indenture Act, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months
may, on behalf of himself and all others


33






 


similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.


          (c)     The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and appoint a successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of removal, the Trustee being
removed may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to the Securities of such series.



          (d)     Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.



          (e)     Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.



     Section 7.11. (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, subject to any prior lien provided for in Section 7.06(b).


          (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) 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, 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 that no Trustee shall be responsible
for



34






 





any act or failure to act on the part of any other Trustee hereunder; 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, such retiring Trustee shall with respect to the Securities of
that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, 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, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.


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


          (d)     No successor trustee shall accept its appointment unless at the timed
of such acceptance such successor trustee shall be qualified under the Trust
Indenture Act and eligible under this Article.


          (e)     Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.


     Section 7.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be qualified under the provisions of
the Trust Indenture Act and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


     Section 7.13. If and when the Trustee shall become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding collection of
claims against the Company (or any other obligor upon the Securities).


35






 


ARTICLE 8.



CONCERNING THE SECURITYHOLDERS



     Section 8.01. Whenever in this Indenture it is provided that the holders
of a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of that series have
joined therein may be evidenced by any instrument or any number of instruments
of similar tenor executed by such holders of Securities of that series in
person or by agent or proxy appointed in writing.


     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.


     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.


     Section 8.02. Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:


          (a)     The fact and date of the execution by any such person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.



          (b)     The ownership of Securities shall be proved by the Security Register
of such Securities or by a certificate of the Security Registrar thereof.



          (c)     The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.




36






 





     Section 8.03. Prior to the due presentment for registration of transfer
of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice
of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.03) interest on
such Security and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.


     Section 8.04. In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred
in any direction, consent or waiver under this Indenture, Securities of that
series which are owned by the Company or any other obligor on the Securities of
that series or by any person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor on the
Securities of that series shall be disregarded and deemed not to be outstanding
for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Securities of such series which the Trustee
actually knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as outstanding for the purposes
of this Section, if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.


     Section 8.05. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series which is shown by the
evidence to be included in the Securities the holders of which have consented
to such action may, by filing written notice with the Trustee, and upon proof
of holding as provided in Section 8.02, revoke such action so far as concerns
such Security. Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Security.
Any action taken by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Securities of that series.


ARTICLE 9.



SUPPLEMENTAL INDENTURES



     Section 9.01. In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall


37






 


conform to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of the following
purposes:


          (a)     to evidence the succession of another person to the Company, and the
assumption by any such successor of the covenants of the Company contained
herein or otherwise established with respect to the Securities; or



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



          (c)     to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions
of this Indenture and shall not materially and adversely affect the interests
of the holders of the Securities of any series; or



          (d)     to change or eliminate any of the provisions of this Indenture or to
add any new provision to this Indenture; provided, however, that such change,
elimination or addition shall become effective only when there is no Security
outstanding of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provisions; or



          (e)     to establish the form or terms of Securities of any series as
permitted by Section 2.01; or



          (f)     to add any additional Events of Default with respect to all or any
series of outstanding Securities; or



          (g)     to provide collateral security for the Securities; or



          (h)     to provide for the authentication and delivery of bearer securities
and coupons appertaining thereto representing interest, if any, thereon and for
the procedures for the registration, exchange and replacement thereof and for
the giving of notice to, and the solicitation of the vote or consent of, the
holders thereof, and for any other matters incidental thereto; or



          (i)     to evidence and provide for the acceptance of appointment hereunder by
a separate or successor Trustee with respect to the Securities of one or more
series and to add to or



38






 





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 Article Seven; or


          (j)     to change any place or places where (1) the principal of and premium,
if any, and interest, if any, on all or any series of Securities shall be
payable, (2) all or any series of Securities may be surrendered for
registration of transfer, (3) all or any series of Securities may be
surrendered for exchange and (4) notices and demands to or upon the Company in
respect of all or any series of Securities and this Indenture may be served; or



          (k)     to provide for the payment by the Company of additional amounts in
respect of certain taxes imposed on certain holders and for the treatment of
such additional amounts as interest and for all matters incidental thereto; or



          (l)     to provide for the issuance of Securities denominated in a currency
other than Dollars or in a composite currency and for all matters incidental
thereto.



     Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and



		
	 	     (x) if any such amendment shall require one or more changes to any
provisions hereof or the inclusion herein of any additional provisions,
or shall by operation of law be deemed to effect such changes or
incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment
to the Trust Indenture Act, and the Company and the Trustee may, without
the consent of any Securityholders, enter into a supplemental indenture
hereto to effect or evidence such changes or additional provisions; or
	 
	 	     (y) if any such amendment shall permit one or more changes to, or
the elimination of, any provisions hereof which, at the date of the
execution and delivery hereof or at any time thereafter, are required by
the Trust Indenture Act to be contained herein, this Indenture shall be
deemed to have been amended to effect such changes or elimination, and
the Company and the Trustee may, without the consent of any
Securityholders, enter into a supplemental indenture hereto to effect
such changes or elimination; or
	 
	 	     (z) if, by reason of any such amendment, one or more provisions
which, at the date of the execution and delivery hereof or at any time
thereafter, are required by the Trust Indenture Act to be contained
herein shall be deemed to be incorporated herein by reference or
otherwise, or otherwise made applicable hereto, and shall no longer be
required to be contained herein, the Company and the Trustee may, without
the consent of any Securityholders, enter into a supplemental indenture
hereto to effect the elimination of such provisions.



     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such



39










 



supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


     Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any
of the provisions of Section 9.02.


     Section 9.02. With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of all series affected by such supplemental indenture or indentures
at the time outstanding voting as one class, the Company, when authorized by a
Board Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity date or dates of any Securities of any series,
(ii) extend the time of payment of interest or on any sinking fund payment,
other than extensions permitted pursuant to Section 2.01, (iii) reduce the rate
of interest on any Security, (iv) reduce the principal amount due for payment
on any Security, (v) make the principal, premium, if any, or interest on a
Security payable in any coin or currency other than that provided in such
Security, (vi) modify any redemption or repurchase right to the detriment of a
Securityholder, (vii) impair the right of any Securityholder to institute suit
for payment, (viii) reduce the aforesaid percentage of Securities, the holders
of which are required to consent to any such supplemental indenture, or reduce
the percentage of Securities, the holders of which are required to waive any
covenant or default and its consequences, (ix) waive any past payment default,
or (x) modify any provision of Section 9.02, without the consent of the holders
of each Security then outstanding and affected thereby.


     Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. A supplemental indenture
that changes or eliminates any covenant or other provision of this Indenture
that has expressly been included solely for the benefit of one or more
particular series of Securities, or that modifies the rights of holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the holders of
Securities of any other series.


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


40






 


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


     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


     Section 9.03. Upon the execution of any supplemental indenture pursuant
to the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


     Section 9.04. Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article, Article Two or Article
Seven or of Section 10.01, may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so
modified as to conform, in the opinion of the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then outstanding.


     Section 9.05. The Trustee, subject to the provisions of Section 7.01,
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.


ARTICLE 10.



CONSOLIDATION, MERGER AND SALE



     Section 10.01. The Company covenants that it will not merge into or
consolidate with any other corporation or other entity (whether or not
affiliated with the Company) or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property to any other corporation or
other entity (whether or not affiliated with the Company or its successor or
successors), unless (i) such other corporation or Person shall expressly assume
the due and punctual payment of the principal of, and premium, if any, and
interest on all the Securities of all series in accordance with the terms of
each series, according to their tenor, and the due and


41






 


punctual performance and observance of all of the covenants and conditions
of this Indenture with respect to each series or established with respect to
such series pursuant to Section 2.01 to be kept or performed by the Company by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation or Person and (ii) immediately after giving
effect to such merger or consolidation, or such sale, conveyance, transfer or
lease or other disposition, no Default or Event of Default shall have occurred
and be continuing. Any Person may merge into or consolidate with the Company
provided that the Company is the surviving corporation.


     Section 10.02. (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Securities of all series outstanding and the due and punctual performance of
all of the covenants and conditions of this Indenture or established with
respect to each series of the Securities pursuant to Section 2.01 to be kept or
performed by the Company with respect to each series, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and
thereupon (provided, that in the case of a lease, the term of the lease is at
least as long as the longest maturity of any Securities outstanding at such
time) the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company or any other predecessor obligor on the Securities, any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor company, 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 predecessor 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 so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.


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



          (c)      Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other corporation (whether or
not affiliated with the Company).



     Section 10.03. The Trustee, subject to the provisions of Section 7.01,
shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
other disposition, and any such assumption, comply with the provisions of this
Article.


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ARTICLE 11.



SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES



     Section 11.01. Securities of a series may be defeased in accordance with
their terms and, unless the Company Order or supplemental indenture
establishing the series otherwise provides, in accordance with this Article.


     The Company at any time may terminate as to a series all of its
obligations for such series under this Indenture (“legal defeasance option”).
The Company at any time may terminate as to a series its obligations, if any,
under any restrictive covenant, including under Section 4.05 and Article 10,
which may be applicable to a particular series (“covenant defeasance option”).
However, in the case of the legal defeasance option, the Company’s obligations
in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the
Securities of the series are no longer outstanding; thereafter the Company’s
Obligations in Sections 7.06, 7.10 and 11.04 shall survive.


     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.


     The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:



		
	 	     (1)      the Company irrevocably deposits in trust with the Trustee or
another trustee (x) money in an amount which shall be sufficient; or (y)
Eligible Obligations the principal of and the interest on which when due,
without regard to reinvestment thereof, will provide moneys, which,
together with the money, if any, deposited or held by the Trustee or such
other trustee, shall be sufficient, as demonstrated by evidence in form
and substance reasonably acceptable to the Trustee; or (z) a combination
of money and Eligible Obligations which shall be sufficient, as
demonstrated by evidence in form and substance reasonably acceptable to
the Trustee, to pay the principal of and premium, if any, and interest,
if any, due and to become due on such Securities on or prior to maturity;
and




		
	 	     (2)      the Company delivers to the Trustee an Opinion of Counsel to the
effect that holders of the series will not recognize income, gain or loss
for Federal income tax purposes as a result of the defeasance but will
realize income gain or loss on the Securities, including payments of
interest thereon, in the same amounts and in the same manner and at the
same time as would have been the case if such defeasance had not occurred
and which, in the case of legal defeasance, shall be (x) accompanied by a
ruling of the Internal Revenue Service issued to the Company or (y) based
on a change in Federal income tax law or regulation occurring after the
date hereof.



     In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because
of the occurrence of any Event of Default other than


43






 


the Event of Default caused by failing to comply with the covenants which
are defeased, the amount of money and securities on deposit with the Trustee
may not be sufficient to pay amounts due on the Securities of that series at
the time of the acceleration resulting from such Event of Default. However,
the Company shall remain liable for such payments.


     Section 11.02. All monies or Eligible Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
monies or Eligible Obligations have been deposited with the Trustee.


     Section 11.03. In connection with the satisfaction and discharge of this
Indenture all monies or Eligible Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such monies or Eligible Obligations.


     Section 11.04. Any monies or Eligible Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, upon the written request of the Company and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, shall be repaid to the Company on October 31 of each year or (if
then held by the Company) shall be discharged from such trust; and thereupon
the paying agent and the Trustee shall be released from all further liability
with respect to such monies or Eligible Obligations, and the holder of any of
the Securities entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Company for the payment thereof.


ARTICLE 12.



IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS



     Section 12.01. No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either
at common law or in equity


44






 


or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.


ARTICLE 13.



MISCELLANEOUS PROVISIONS



     Section 13.01. All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.


     Section 13.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.


     Section 13.03. The Company by instrument in writing executed by
authority of two-thirds of its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company under this Indenture
and thereupon such power so surrendered shall terminate both as to the Company
and as to any successor corporation.


     Section 13.04. Except as otherwise expressly provided herein any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid
in a post office letter box addressed (until another address is filed in
writing by the Company with the Trustee), as follows: Terayon Communication
Systems, Inc., 4988 Great America Parkway, Santa Clara, California 95054, with
a copy to: Morrison & Foerster LLP, 425 Market Street, San Francisco,
California 94105, ATTN: Gavin B. Grover, Esq. Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.


     Section 13.05. This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State, without regard to
conflicts of laws provisions thereof.


     Section 13.06. (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


45






 


          (b)      Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture (other than the certificate provided pursuant to
Section 5.03(d) of this Indenture) shall include (1) a statement that the
person making such certificate or opinion has read such covenant or condition;
(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 such
person, 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
or not, in the opinion of such person, such condition or covenant has been
complied with.



     Section 13.07. Except as provided pursuant to Section 2.01 pursuant to a
Company Order, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of principal or an Interest
Payment Date of any Security or the date of redemption, purchase or repayment
of any Security shall not be a Business Day then payment of interest or
principal (and premium, if any) may be made on the next succeeding Business Day
with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal
date.


     Section 13.08. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by the Trust Indenture
Act, such imposed duties shall control.


     Section 13.09. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


     Section 13.10. In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


     Section 13.11. The Company will have the right at all times to assign
any of its rights or obligations under the Indenture to a direct or indirect
wholly owned subsidiary of the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such obligations. Subject
to the foregoing, this Indenture is binding upon and inures to the benefit of
the parties thereto and their respective successors and assigns. This
Indenture may not otherwise be assigned by the parties thereto.


     Section 13.12. The Article and Section Headings in this Indenture and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


     Section 13.13. Whenever this Indenture provides for any action by, or
the determination of any rights of, holders of Securities of any series in
which not all of such Securities are denominated in the same currency, 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 treated for any such action or
determination of rights as that amount of Dollars that could be obtained for
such amount on such reasonable basis of exchange


46






 


and as of the record date with respect to Securities of such series (if
any) for such action or determination of rights (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of
such action or determination of rights) 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.


             , as Trustee, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.


47






 


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



	 	 	 	 	 	 	 
	 	 	TERAYON COMMUNICATION SYSTEMS, INC.	 	 
	 	 	 	 	 	 	 
	 	 	
By	 	 	 	 
	 	 	 	
	 	 
	 
	 	 	
Name:	 	 	 
	 	 	
Title:	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	, as Trustee	 	 
	 	 	 	 	 
	 
	 	 	
By	 	 	 	 
	 	 	 	
	 	 
	 
	 	 	
Name:	 	 	 
	 	 	
Title:	 	 	 




48