Exhibit 4.1


 




 





BE AEROSPACE, INC.,


 


Issuer,


 


to


 


Wilmington Trust Company,


 


Trustee


 


Indenture


 


Dated July 1, 2008


 


Debt Securities




 





 

















 


Reconciliation and tie between Trust
Indenture Act


of 1939 and Indenture, dated July 1,
2008


 


	
  Trust Indenture

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  608

  
	
           (a)(2)

  	
   

  	
  608

  
	
           (b)

  	
   

  	
  604, 607, 609(d)(1)

  
	
  § 311(a)

  	
   

  	
  101(2), 604, 613

  
	
           (b)

  	
   

  	
  101(2), 604, 613

  
	
  § 312(c)

  	
   

  	
  701

  
	
  § 313

  	
   

  	
  702

  
	
  § 314(a)

  	
   

  	
  703

  
	
           (a)(4)

  	
   

  	
  1004

  
	
           (c)(1)

  	
   

  	
  102

  
	
           (c)(2)

  	
   

  	
  102

  
	
           (e)

  	
   

  	
  101 (“Opinion of Counsel”), 102

  
	
  § 315(b)

  	
   

  	
  601

  
	
  § 316(a)(last

  	
   

  	
   

  
	
           sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
           (a)(1)(A)

  	
   

  	
  512

  
	
           (a)(1)(B)

  	
   

  	
  513

  
	
           (b)

  	
   

  	
  508

  
	
           (c)

  	
   

  	
  104(d)

  
	
  § 317(a)(1)

  	
   

  	
  503

  
	
           (a)(2)

  	
   

  	
  504

  
	
           (b)

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
  107

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
  ARTICLE
  ONE

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.    Definitions

  	
  9

  
	
  “Act”

  	
  10

  
	
  “Additional
  Amounts”

  	
  10

  
	
  “Affiliate”

  	
  10

  
	
  “Authenticating
  Agent”

  	
  10

  
	
  “Authorized
  Officer”

  	
  10

  
	
  “Bankruptcy Law”

  	
  10

  
	
  “Board of
  Directors”

  	
  10

  
	
  “Board Resolution”

  	
  10

  
	
  “Book-Entry
  Security”

  	
  10

  
	
  “Business Day”

  	
  10

  
	
  “Capital Stock”

  	
  10

  
	
  “Commission”

  	
  10

  
	
  “Company”

  	
  11

  
	
  “Company Request”
  or “Company Order”

  	
  11

  
	
  “corporation”

  	
  11

  
	
  “covenant
  defeasance”

  	
  11

  
	
  “Custodian”

  	
  11

  
	
  “Default”

  	
  11

  
	
  “Defaulted
  Interest”

  	
  11

  
	
  “defeasance”

  	
  11

  
	
  “Definitive
  Security”

  	
  11

  
	
  “Depository”

  	
  11

  
	
  “Euroclear”

  	
  11

  
	
  “Event of Default”

  	
  11

  
	
  “Exchange Act”

  	
  11

  
	
  “Extension Notice”
  and “Extension Period”

  	
  12

  
	
  “Final Maturity”

  	
  12

  
	
  “generally
  accepted accounting principles” or “GAAP”

  	
  12

  
	
  “Global
  Securities”

  	
  12

  
	
  “Government
  Obligations”

  	
  12

  
	
  “guarantee”

  	
  12

  
	
  “Holder”

  	
  12

  
	
  “incorporated
  provision”

  	
  12

  
	
  “Indebtedness”

  	
  12

  
	
  “Indenture”

  	
  12

  
	
  “Indexed Security”

  	
  13

  
	
  “interest”

  	
  13

  
	
  “Interest Payment
  Date”

  	
  13

  
	
  “mandatory sinking
  fund payment”

  	
  13

  



 

















 


	
  “Maturity”

  	
  13

  
	
  “Officer’s
  Certificate”

  	
  13

  
	
  “Opinion of
  Counsel”

  	
  13

  
	
  “Option to Elect
  Repayment”

  	
  13

  
	
  “Optional Reset
  Date”

  	
  13

  
	
  “optional sinking
  fund payment”

  	
  13

  
	
  “Original Issue
  Discount Security”

  	
  13

  
	
  “Original Stated
  Maturity”

  	
  14

  
	
  “Outstanding”

  	
  14

  
	
  “Participants”

  	
  15

  
	
  “Paying Agent”

  	
  15

  
	
  “Person”

  	
  15

  
	
  “Place of Payment”

  	
  15

  
	
  “Predecessor
  Security”

  	
  15

  
	
  “Redemption Date”

  	
  15

  
	
  “Redemption Price”

  	
  15

  
	
  “Regular Record
  Date”

  	
  15

  
	
  “Repayment Date”

  	
  15

  
	
  “Repayment Price”

  	
  15

  
	
  “Reset Notice”

  	
  15

  
	
  “Securities”

  	
  15

  
	
  “Security
  Register” and “Security Registrar”

  	
  15

  
	
  “Special Record
  Date”

  	
  16

  
	
  “Stated Maturity”

  	
  16

  
	
  “Subsequent
  Interest Period”

  	
  16

  
	
  “Subsidiary”

  	
  16

  
	
  “Trust Indenture
  Act” or “TIA”

  	
  16

  
	
  “Trustee”

  	
  16

  
	
  “Trustee Payments”

  	
  16

  
	
  “United States”

  	
  16

  
	
  “United States
  person”

  	
  16

  
	
  “Vice President”

  	
  16

  
	
  “Yield to
  Maturity”

  	
  16

  
	
  SECTION 102.      Compliance
  Certificates and Opinions

  	
  17

  
	
  SECTION 103.      Form of
  Documents Delivered to Trustee

  	
  17

  
	
  SECTION 104.      Acts of Holders

  	
  18

  
	
  SECTION 105.      Notices, etc.
  to Trustee and Company

  	
  19

  
	
  SECTION 106.      Notice to
  Holders; Waiver

  	
  19

  
	
  SECTION 107.      Conflict of
  Any Provision of Indenture with Trust Indenture Act

  	
  20

  
	
  SECTION 108.      Effect of
  Headings and Table of Contents

  	
  20

  
	
  SECTION 109.      Successors
  and Assigns

  	
  20

  
	
  SECTION 110.      Separability
  Clause

  	
  20

  
	
  SECTION 111.      Benefits of
  Indenture

  	
  20

  



 


4

















 


	
  SECTION 112.

  	
  Governing Law

  	
  20

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  21

  
	
  SECTION 114.

  	
  No Recourse Against Others

  	
  21

  
	
   

  
	
  ARTICLE TWO

  
	
  SECURITY FORMS

  
	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  21

  
	
  SECTION 202.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  22

  
	
  SECTION 203.

  	
  Securities Issuable in Global Form

  	
  22

  
	
  SECTION 204.

  	
  Form of Legend for Book-Entry
  Securities

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in Series

  	
  23

  
	
  SECTION 302.

  	
  Denominations

  	
  26

  
	
  SECTION 303.

  	
  Execution, Authentication, Delivery and
  Dating

  	
  26

  
	
  SECTION 304.

  	
  Book-Entry Securities

  	
  28

  
	
  SECTION 305.

  	
  Temporary Securities

  	
  29

  
	
  SECTION 306.

  	
  Registration, Registration of Transfer and
  Exchange

  	
  30

  
	
  SECTION 307.

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  31

  
	
  SECTION 308.

  	
  Payment of Interest; Interest Rights
  Preserved; Optional Interest Reset

  	
  32

  
	
  SECTION 309.

  	
  Optional Extension of Stated Maturity

  	
  34

  
	
  SECTION 310.

  	
  Persons Deemed Owners

  	
  35

  
	
  SECTION 311.

  	
  Cancellation

  	
  36

  
	
  SECTION 312.

  	
  Computation of Interest

  	
  36

  
	
  SECTION 313.

  	
  CUSIP Numbers

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of Indenture

  	
  36

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
  38

  
	
  SECTION 502.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  39

  
	
  SECTION 503.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  40

  
	
  SECTION 504.

  	
  Trustee May File Proofs of Claim

  	
  41

  
	
  SECTION 505.

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  	
  41

  
	
  SECTION 506.

  	
  Application of Money Collected

  	
  42

  



 


5

















 


	
  SECTION 507.

  	
  Limitation on
  Suits

  	
  42

  
	
  SECTION 508.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  43

  
	
  SECTION 509.

  	
  Restoration of Rights and Remedies

  	
  43

  
	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  	
  43

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  	
  43

  
	
  SECTION 512.

  	
  Control by Holders

  	
  43

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  44

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  44

  
	
  SECTION 515.

  	
  Waiver of Stay or Extension Laws

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Notice of Defaults

  	
  45

  
	
  SECTION 602.

  	
  Certain Rights of Trustee

  	
  45

  
	
  SECTION 603.

  	
  Trustee Not Responsible for Recitals or
  Issuance of Securities

  	
  48

  
	
  SECTION 604.

  	
  May Hold Securities

  	
  48

  
	
  SECTION 605.

  	
  Money Held in Trust

  	
  48

  
	
  SECTION 606.

  	
  Compensation and Reimbursement

  	
  48

  
	
  SECTION 607.

  	
  Conflicting Interests

  	
  49

  
	
  SECTION 608.

  	
  Corporate Trustee Required; Eligibility;
  Conflicting Interests

  	
  49

  
	
  SECTION 609.

  	
  Resignation and Removal; Appointment of
  Successor

  	
  49

  
	
  SECTION 610.

  	
  Acceptance of Appointment by Successor

  	
  51

  
	
  SECTION 611.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  52

  
	
  SECTION 612.

  	
  Appointment of Authenticating Agent

  	
  52

  
	
  SECTION 613.

  	
  Preferential Collection of Claims Against
  Company

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Disclosure of Names and Addresses of
  Holders

  	
  54

  
	
  SECTION 702.

  	
  Reports by Trustee

  	
  54

  
	
  SECTION 703.

  	
  Reports by Company

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  
	
  SECTION 801.

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  	
  55

  
	
  SECTION 802.

  	
  Rights and Duties of Successor Corporation

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures Without Consent of
  Holders

  	
  56

  
	
  SECTION 902.

  	
  Supplemental Indentures with Consent of
  Holders

  	
  58

  



 


6

















 


	
  SECTION 903.

  	
  Execution of Supplemental Indentures

  	
  59

  
	
  SECTION 904.

  	
  Effect of Supplemental Indentures

  	
  59

  
	
  SECTION 905.

  	
  Conformity with Trust Indenture Act

  	
  59

  
	
  SECTION 906.

  	
  Reference in Securities to Supplemental
  Indentures

  	
  59

  
	
  SECTION 907.

  	
  Notice of Supplemental Indentures

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium and Interest

  	
  60

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency

  	
  60

  
	
  SECTION 1003.

  	
  Money for Security Payments to Be Held in
  Trust

  	
  60

  
	
  SECTION 1004.

  	
  Statement as to Compliance

  	
  62

  
	
  SECTION 1005.

  	
  Corporate Existence

  	
  62

  
	
  SECTION 1006.

  	
  Additional Amounts

  	
  62

  
	
  SECTION 1007.

  	
  Waiver of Certain Covenants

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
  63

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to Trustee

  	
  63

  
	
  SECTION 1103.

  	
  Selection by Trustee of Securities to Be
  Redeemed

  	
  64

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
  64

  
	
  SECTION 1105.

  	
  Deposit of Redemption Price

  	
  65

  
	
  SECTION 1106.

  	
  Securities Payable on Redemption Date

  	
  65

  
	
  SECTION 1107.

  	
  Securities Redeemed in Part

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
  SINKING FUNDS

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
  66

  
	
  SECTION 1202.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  67

  
	
  SECTION 1203.

  	
  Redemption of Securities for Sinking Fund

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
  REPAYMENT AT OPTION OF HOLDERS

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Applicability of Article

  	
  68

  
	
  SECTION 1302.

  	
  Repayment of Securities

  	
  68

  
	
  SECTION 1303.

  	
  Exercise of Option

  	
  68

  
	
  SECTION 1304.

  	
  When Securities Presented for Repayment
  Become Due and Payable

  	
  69

  
	
  SECTION 1305.

  	
  Securities Repaid in Part

  	
  69

  



 


7

















 


	
  ARTICLE FOURTEEN

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Company’s Option to Effect Defeasance or
  Covenant Defeasance

  	
  70

  
	
  SECTION 1402.

  	
  Defeasance and Discharge

  	
  70

  
	
  SECTION 1403.

  	
  Covenant Defeasance

  	
  70

  
	
  SECTION 1404.

  	
  Conditions to Defeasance or Covenant
  Defeasance

  	
  71

  
	
  SECTION 1405.

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

  	
  72

  
	
  SECTION 1406.

  	
  Reinstatement

  	
  73

  



 


8
















 


INDENTURE, dated July 1, 2008, between
BE Aerospace, Inc., a Delaware corporation (herein called the “Company”),
and Wilmington
Trust Company, a banking corporation with trust powers organized and
existing under the laws of the State of Delaware (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
its debt securities (herein called the “Securities”), to be issued in one or
more series as in this Indenture provided.


 


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.       Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


(3)           all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles and except as otherwise herein expressly provided, the
term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States, as in effect on the date of
determination, consistently applied; and


 


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


 


9

















 


Certain terms, used principally in Article Three,
are defined in that Article.


 


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


 


“Additional Amounts” has the meaning
specified in Section 1008.


 


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


 


 “Authenticating
Agent” means any Person appointed by the Trustee to act on behalf of the
Trustee pursuant to Section 612 to authenticate Securities.


 


 “Authorized
Officer”, when used with respect to the Trustee, means any officer of the
Trustee duly authorized by the Trustee and having direct responsibility for the
administration of this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Bankruptcy Law” means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board of
Directors of the Company or any duly authorized committee of such Board.


 


“Board Resolution” means a copy of a
resolution certified by the Corporate Secretary or an Assistant Corporate
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, and
delivered to the Trustee.


 


“Book-Entry Security” has the meaning
specified in Section 304.


 


“Business Day”, means any day that, in the city
of the principal Corporate Trust Office of the Trustee and in the City of New
York, is neither a Saturday, Sunday, or legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close.


 


“Capital Stock” means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by a
corporation.


 


“Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act or, if at any time after the execution of this 


 


10

















 


Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


 


“Company” means the Person named as the “Company”
in the first paragraph of this Indenture until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor Person.  To the extent necessary to comply with the
requirements of the provisions of TIA Sections 310 through 317 as they are
applicable to the Company, the term “Company” shall include any other obligor
with respect to the Securities for the purposes of complying with such
provisions.


 


“Company Request” or “Company Order” means a
written request or order signed in the name of the Company by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, the Secretary, any Vice President, any
Assistant Treasurer, or any Assistant Secretary of the Company, and delivered
to the Trustee.


 


“Corporate Trust Office” means the office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office on the date of execution of this
Indenture is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: 
Corporate Client Services.


 


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


 


“covenant defeasance” has the meaning
specified in Section 1403 hereof.


 


“Custodian” means any receiver, trustee,
assignee, liquidator, sequestrator or similar officer under any Bankruptcy Law.


 


“Default” means any event that is, or after
notice or passage of time or both would be, an Event of Default.


 


“Defaulted Interest” has the meaning
specified in Section 308 hereof.


 


“defeasance” has the meaning specified in Section 1402
hereof.


 


“Definitive Security” has the meaning
specified in Section 304 hereof.


 


“Depository” has the meaning specified in Section 304.


 


“Euroclear” means Euroclear Bank, S.A./N.V.,
as operator of the Euroclear System.


 


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


 


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


 


11

















 


“Extension Notice” and “Extension Period”
shall have the meanings specified in Section 309.


 


“Final Maturity” has the meaning specified in
Section 309.


 


“generally accepted accounting principles” or
“GAAP” means generally accepted accounting principles in the United States.


 


“Global Securities” means one or more
Securities evidencing all or part of the Securities to be issued as Book-Entry
Securities, issued to the Depository in accordance with Section 304 and
bearing the legend prescribed in Section 204.


 


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


 


“guarantee” means, as applied to any
obligation, (i) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation or (ii) an
agreement, direct or indirect, contingent or otherwise, providing assurance of
the payment or performance (or payment of damages in the event of non-performance)
of any part or all of such obligation, including, without limiting the
foregoing, the payment of amounts drawn down by letters of credit.  Notwithstanding anything herein to the
contrary, a guarantee shall not include any agreement solely because such agreement
creates a lien on the assets of any Person. 
The amount of a guarantee shall be deemed to be the maximum amount of
the obligation guaranteed for which the guarantor could be held liable under
such guarantee.


 


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


 


“incorporated provision” has the meaning
specified in Section 107.


 


“Indebtedness” means obligations for money
borrowed, evidenced by notes, bonds, debentures or other similar evidences of
indebtedness.


 


“Indenture” means this instrument as
originally executed (including all exhibits and schedules hereto) and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, 


 


12

















 


and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however,
that, if at any time there is more than one series of Securities issued under
this instrument, “Indenture” shall mean, with respect to each such series of
Securities, this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the provisions hereof applicable to such series and
shall include the terms of such series of Securities established as
contemplated by Section 301, exclusive, however, of any
provisions or terms which do not relate to such series, regardless of when such
provisions or terms were adopted.


 


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


 


“interest”, when used with respect to an
Original Issue Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity at the rate prescribed in such
Original Issue Discount Security.


 


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


 


“mandatory sinking fund payment” shall have
the meaning specified in Section 1201.


 


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


 


“Officer’s Certificate” means a certificate
signed by the Chairman of the Board of Directors, the Chief Executive Officer,
the President, the Chief Financial Officer, the Treasurer, the Secretary, any
Vice President, any Assistant Treasurer, or any Assistant Secretary of the
Company, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be internal or external
counsel for the Company, and who shall be acceptable to the Trustee.  Each such opinion shall include the
statements provided for in TIA Section 314(e) to the extent applicable.


 


“Option to Elect Repayment” shall have the
meaning specified in Section 1303.


 


“Optional Reset Date” shall have the meaning
specified in Section 308.


 


“optional sinking fund payment” shall have
the meaning specified in Section 1201.


 


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


 


13

















 


“Original Stated Maturity” shall have the
meaning specified in Section 309.


 


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


 


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


 


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


 


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


 


(iv)          Securities paid pursuant to Section 307
or Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a protected purchaser
in whose hands such Securities are valid obligations of the Company;


 


provided,
however, that, in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, direction,
consent or waiver hereunder, and for the purpose of making the calculations
required by TIA Section 316, (i) the principal amount of an Original
Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 502,
(ii) the principal amount of any Indexed Security that may be counted in
making such determination or calculation and that shall be deemed outstanding
for such purpose shall be equal to the principal face amount of such Indexed Security
at original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iii) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which an Authorized
Officer of the Trustee actually knows to be so owned shall be so
disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.


 


14

















 


“Participants” has the meaning specified in Section 304.


 


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


 


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


 


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


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of
this definition, any Security authenticated and delivered under Section 307
in exchange for a mutilated Security or in lieu of a destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of or within any series
means the date specified for that purpose as contemplated by Section 301.


 


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


 


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


 


“Reset Notice” shall have the meaning
specified in Section 308.


 


“Securities” has the meaning stated in the
first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one series of Securities, “Securities”
with respect to the Indenture for such series shall mean the Securities
authenticated and delivered under such Indenture for such series, exclusive,
however, of the Securities of any series authenticated and delivered
under any other Indenture.


 


“Security Register” and “Security Registrar”
have the respective meanings specified in Section 306.


 


15

















 


“Special Record Date” means a date fixed by
the Trustee for the payment of any Defaulted Interest pursuant to Section 308.


 


“Stated Maturity”, when used with respect to
any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security representing such installment of principal
or interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as such date may be
extended pursuant to the provisions of Section 309.


 


“Subsequent Interest Period” shall have the
meaning specified in Section 308.


 


“Subsidiary” of the Company means (i) a
corporation, a majority of whose Capital Stock with rights, under ordinary
circumstances, to elect directors is owned, directly or indirectly, at the date
of determination, by the Company, by one or more Subsidiaries or by the Company
and one or more Subsidiaries or (ii) any other Person (other than a
corporation) in which at the date of determination the Company, one or more Subsidiaries
or the Company and one or more Subsidiaries, directly or indirectly, has at
least a majority ownership and power to direct the policies, management and
affairs of that Person.


 


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


 


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


 


“Trustee Payments” shall have the meaning
specified in Section 610.


 


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


 


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


 


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


 


“Yield to Maturity” means the yield to
maturity, computed at the time of issuance of a Security (or, if applicable, at
the most recent redetermination of interest on such Security) 


 


16

















 


and as set
forth in such Security in accordance with generally accepted United States bond
yield computation principles.


 


SECTION 102.       Compliance Certificates
and Opinions.


 


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


 


Every certificate or opinion (other than the
certificates required by Section 1004) with respect to compliance with a
covenant or condition provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


SECTION 103.       Form of Documents
Delivered to Trustee.


 


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


 


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


 


17

















 


officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


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


 


SECTION 104.       Acts of Holders.


 


(a)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
any series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or so voting at any such meeting. 
Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to TIA Section 315)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 


(b)           The fact and date of
the execution by any Person of any such instrument or writing may be proved in
any reasonable manner which the Trustee deems sufficient.


 


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


 


(d)           If the Company shall
solicit from the Holders of Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of such Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. 
Notwithstanding TIA Section 316(c), any such record date shall be
the record date specified in or pursuant to such Board Resolution, which shall
be a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith and no later than the date such solicitation
is completed.  If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Securities then Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Securities then Outstanding shall
be computed as of such record date; provided that no such request,
demand, authorization, direction, notice, consent, waiver or other Act by the
Holders on such record date


 


18
















 


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.


 


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


 


SECTION 105.       Notices, etc. to Trustee
and Company.


 


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


 


(1)           the Trustee by any Holder, an agent of any
bank or the Company shall be sufficient for every purpose hereunder if made,
given, furnished or delivered, in writing, to or with the Trustee at its
Corporate Trust Office, Attention: 
Corporate Client Services; or


 


(2)           the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or delivered, in writing, to the
Company, addressed to it c/o 1400 Corporate Center Way, Wellington, Florida
33414, Attention:  Chief Financial
Officer, or at any other address previously furnished in writing to the Trustee
by the Company.


 


SECTION 106.       Notice to Holders;
Waiver.


 


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


 


In case, by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it
shall be impractical to mail notice of any event to Holders of Securities when
such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be sufficient giving of such
notice for every purpose hereunder.


 


19

















 


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


 


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


 


SECTION 107.       Conflict of Any
Provision of Indenture with Trust Indenture Act.


 


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed
by TIA Sections 310 to 318, inclusive, or conflicts with any provision (an “incorporated
provision”) required by or deemed to be included in this Indenture by
operation of such TIA Sections, such imposed duties or incorporated provision
shall control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.


 


SECTION 108.       Effect of Headings and
Table of Contents.


 


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


 


SECTION 109.       Successors and Assigns.


 


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


 


SECTION 110.       Separability Clause.


 


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


 


SECTION 111.       Benefits of Indenture.


 


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


 


SECTION 112.       Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 


 


20

















 


NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THAT WOULD APPLY ANY OTHER LAW. 
THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT
THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT
APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.


 


SECTION 113.       Legal Holidays.


 


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


 


SECTION 114.       No Recourse Against
Others.


 


A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each Holder by accepting any of the
Securities waives and releases all such liability.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201.       Forms Generally.


 


The Securities shall be in substantially the
forms as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities.  If
the forms of Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Corporate Secretary or an Assistant Corporate Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of
such Securities.  Any portion of the text
of any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.


 


21

















 


The Trustee’s certificate of authentication
on all Securities shall be in substantially the form set forth in this Article.


 


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


 


SECTION 202.       Form of Trustee’s
Certificate of Authentication.


 


Subject to Section 612, the Trustee’s
certificate of authentication shall be in substantially the following form:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


	
  Dated:

  	
   

  	
   

  



 


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


 


	
   

  	
  Wilmington
  Trust Company,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


SECTION 203.       Securities Issuable in
Global Form.


 


When Securities of or within a series are
issued in global form, as specified as contemplated by Section 301, then,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be increased or decreased
to reflect exchanges.  Any endorsement of
a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 305.  Subject to the provisions of Section 303
and, if applicable, Section 305, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 303
or Section 305 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global form together with 


 


22

















 


written instructions (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.


 


Notwithstanding the provisions of Section 308,
unless otherwise specified as contemplated by Section 301, payment of
principal of (and premium, if any) and interest, if any, on any Security in
permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 310
and except as provided in the preceding paragraph, the Company, the Trustee and
any agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent Global
Security the Holder of such permanent Global Security.


 


SECTION 204.       Form of Legend for
Book-Entry Securities.


 


Any Global Security authenticated and
delivered hereunder shall bear a legend (which would be in addition to any
other legends required in the case of a Restricted Security) in substantially
the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE THEREOF. 
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.       Amount Unlimited;
Issuable in Series.


 


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


 


The Securities may be issued in one or more
series.  There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and, subject to Section 303, set forth in, or determined
in the manner provided in, an Officer’s Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which, if so
provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the
series when issued from time to time):


 


23

















 


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


 


(2)           Whether the Securities of the series are
subject to subordination and, if so, the terms of such subordination;


 


(3)           The aggregate principal amount of the Securities
of the series, the percentage of their principal amount at which the Securities
of the series shall be issued and the date or dates on which the principal of
the Securities of the series shall be payable or the method by which such date
or dates shall be determined or extended;


 


(4)           If Securities of or within a series will be
guaranteed by any guarantors;


 


(5)           The rate or rates (which may be fixed or
variable) at which the Securities of the series shall bear interest, if any,
and, if variable, the method by which such rate or rates shall be determined
and the periods when such rate or rates will be in effect;


 


(6)           The date or dates from which any interest
shall accrue or the method by which such date or dates will be determined, the
date or dates on which any interest will be payable (including the Regular
Record Dates for such Interest Payment Dates) or the method by which such dates
will be determined, the terms under which payment of any interest may be
deferred if it may be deferred, and the basis on which any interest will be
calculated if other than on the basis of a 360-day year of twelve 30-day
months;


 


(7)           The place or places, if any, other than or
in addition to New York City, where the principal of (and premium, if any, on)
and interest, if any, on the Securities of the series will be payable, where
any Securities may be surrendered for registration of transfer, where the
Securities of the series may be surrendered for exchange and where notices or
demands to or upon the Company in respect of the Securities of the series may
be served;


 


(8)           The period or periods within which, the
price or prices at which, and the other terms and conditions upon which, the
Securities of the series may be redeemed, in whole or in part, at the option of
the Company, if the Company is to have that option and any restrictions on the
sources of funds for redemption payments (which may benefit the holders of any
other securities of the Company);


 


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


 


(10)         Whether the amount of payments of principal of
(and premium, if any, on) and interest, if any, on the Securities of the series
may be determined with reference to an index, formula or other method (which
index, formula or method may, without limitation, be based on one or more
commodities, equity indices or other indices) and the manner in which such
amounts shall be determined;


 


24

















 


(11)         Any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with respect to
the Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth in
this Indenture);


 


(12)         If other than the entire principal amount
thereof, the portion of the principal amount of the Securities of the series
that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion shall be
determined;


 


(13)         Any provisions in modification of, in addition
to or in lieu of any provisions of Article Fourteen of this Indenture
relating to defeasance and covenant defeasance that shall be applicable to the
Securities of the series;


 


(14)         Any provisions granting special rights to the
Holders of the Securities of the series upon the occurrence of such events as
may be specified;


 


(15)         If other than the Trustee, the designation of
any Paying Agent or Security Registrar for the Securities of the series, and
the designation of any transfer or other agents or depositories for the
Securities of the series;


 


(16)         Whether the Securities of the series shall be
issuable initially in temporary global form, whether any of the Securities of
the series is to be issuable in permanent global form and, if so, whether
beneficial owners of interests in any Global Security may exchange such
interests for Definitive Securities of like tenor of any authorized form and denomination
and the circumstances under which any such exchanges may occur, if other than
in the manner provided in the Indenture, and, if the Securities are to be
issuable as a Global Security, the identity of the depository for the
Securities of the series;


 


(17)         The person to whom any interest on any
Security shall be payable, if other than the person in whose name the
Securities of the series (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, or the
manner in which any interest payable on a temporary Security issued in global
form shall be paid (if other than as described in Section 304);


 


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


 


(19)         Whether and under what circumstances the
Company shall pay Additional Amounts, as contemplated by Section 1008 of
this Indenture, on the Securities of the series to any Holder who is not a United
States person (including any modification of the definition of such term as
contained in this Indenture) in respect of any tax, assessment or governmental
charge and, if so, whether the Company shall have the option to redeem the
Securities of the series rather than pay such Additional Amounts (and the terms
of any such option);


 


25

















 


(20)         If
the Securities of the series are to be convertible into or exchangeable for any
securities of any Person (including the Company), the terms and conditions upon
which such Securities will be so convertible or exchangeable; and


 


(21)         Any
other terms, conditions, rights and preferences (or limitations on such rights
and preferences) of the Securities of the series, whether or not such terms,
conditions, rights and preferences are consistent with the other provisions of
this Indenture.


 


All Securities of any one series shall be
substantially identical except as may otherwise be provided in or pursuant to
such Board Resolution (subject to Section 303) and set forth in such
Officer’s Certificate or in any such indenture supplemental hereto.  Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened without the consent of the Holders, for issuances of additional
Securities of such series.


 


If any of the terms of the series are
established by action taken pursuant to one or more Board Resolutions, such
Board Resolutions shall be delivered to the Trustee at or prior to the delivery
of the Officer’s Certificate setting forth the terms of the series.


 


SECTION 302.       Denominations.


 


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


 


SECTION 303.       Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of
the Company by its Chairman, President or any Vice President.  The signature of any of these officers on the
Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile
signature of an individual who was at any time the proper officer of the
Company shall bind the Company, notwithstanding that such individual has ceased
to hold such office prior to the authentication and delivery of such Securities
or did not hold such office at the date of such Securities.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with such Company Order shall authenticate and
make available for delivery such Securities. 
If not all the Securities of any series are to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.


 


26

















 


In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to TIA
Sections 315(a) through 315(d)) shall be fully protected in relying
upon, an Opinion of Counsel stating in effect (subject to customary
exceptions):


 


(1)           that the form or forms of such Securities
have been established in conformity with the provisions of this Indenture;


 


(2)           that the terms of such Securities have been
established in conformity with the provisions of this Indenture;


 


(3)           that such Securities, when completed by
appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute the legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights, to
general equitable principles and to such other qualifications as such counsel
shall conclude do not materially affect the rights of Holders of such
Securities;


 


(4)           that all laws and requirements in respect of
the execution and delivery by the Company of such Securities, and of the
supplemental indentures, if any, have been complied with and that
authentication and delivery of such Securities and the execution and delivery
of the supplemental indenture, if any, by the Trustee will not violate the
terms of the Indenture;


 


(5)           that the Company has the corporate power to
issue such Securities, and all necessary corporate action with respect to such
issuance has been taken; and


 


(6)           that the issuance of such Securities will
not contravene the articles of incorporation or bylaws of the Company or result
in any violation of any of the terms or provisions of any law or regulation or
of any indenture, mortgage or other agreement known to such Counsel by which
the Company is bound.


 


Notwithstanding the provisions of Section 301
and of the preceding two paragraphs, if not all the Securities of any series
are to be issued at one time, so long as the terms and provisions of such
Securities are substantially identical to the other Securities of such series,
it shall not be necessary to deliver the Officer’s Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to the preceding two paragraphs prior to or
at the time of issuance of each Security, but such documents shall be delivered
prior to or at the time of issuance of the first Security of such series.


 


The Trustee shall not be required to
authenticate and make available for delivery any such Securities if the
issuance of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties, immunities, protections, privileges, indemnities and
benefits under 


 


27

















 


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


 


Each Security shall be dated the date of its
authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein duly executed by the Trustee by manual signature of an
authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 311
together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


SECTION 304.       Book-Entry Securities.


 


(a)           The Securities of a
series may be issuable in whole or in part in the form of one or more Global
Securities (“Book-Entry Securities”) deposited with, or on behalf of, a
Depository (the “Depository”).  In the
case of Book-Entry Securities, one or more Global Securities will be issued in
a denomination or aggregate denomination equal to the portion of the aggregate
principal amount of Outstanding Securities of the series to be represented by
such Global Security or Global Securities. 
The additional provisions set forth in this Section 304 shall apply
to Book-Entry Securities.


 


(b)           Book-Entry Securities
will be deposited with, or on behalf of, the Depository, and registered in the
name of the Depository’s nominee, for credit to the respective accounts of
institutions that have accounts with the Depository or its nominee (“Participants”);
provided that Book-Entry Securities purchased by Persons outside the
United States may be credited to or through accounts maintained at the
Depository by or on behalf of Euroclear or Clearstream International.  The accounts to be credited will be
designated by the underwriters or agents of such Securities or, if such
Securities are offered and sold directly by the Company, by the Company.  Ownership of beneficial interests in
Book-Entry Securities will be limited to Persons that may hold interests
through Participants.


 


Participants shall have no rights under this
Indenture or any indenture supplemental hereto with respect to any Book-Entry
Security held on their behalf by the Depository, or the Trustee as its
custodian, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Book-Entry
Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing in this Indenture or any such
supplemental indenture shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
a Depository and its 


 


28

















 


Participants, the operation of customary
practices governing the exercise of the rights of a Holder of any Security.


 


(c)           Transfers of Book-Entry
Securities shall be limited to transfers in whole, but not in part, to the
Depository, its successors or their respective nominees.  Interests of beneficial owners in Book-Entry
Securities may be transferred or exchanged for Securities in fully registered,
certificated form (“Definitive Securities”) only if (i) the Depository
notifies the Trustee in writing that the Depository is no longer willing or
able to continue as Depository and a qualified successor Depository is not
appointed by the Company within 60 days following such notice, (ii) the
Company, at any time and in its sole discretion, determines not to have any
Securities of one or more series represented by Global Securities or (iii) after
the occurrence of an Event of Default with respect to such Securities, a holder
of Securities notifies the Trustee in writing that it wishes to receive a
Definitive Security and provides to the Trustee evidence reasonably
satisfactory to the Trustee of its ownership interest in such Securities.  In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
of Definitive Securities equal in principal amount to such beneficial interest
and registered in its name.


 


(d)           In connection with any
transfer or exchange of a portion of the beneficial interest in any Book-Entry
Security to beneficial owners pursuant to paragraph (c) above, the
Security Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Book-Entry Security in an amount equal
to the principal amount of the beneficial interest in the Book-Entry Security
to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Definitive Securities of like tenor and
principal amount of authorized denominations.


 


(e)           In connection with the
transfer of Book-Entry Securities as an entirety to beneficial owners pursuant to
paragraph (c) above, the Book-Entry Securities shall be deemed to be
surrendered to the Trustee for cancellation and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depository in exchange for its beneficial interest in the Book-Entry
Securities, an equal aggregate principal amount of Definitive Securities of
like tenor of authorized denominations.


 


(f)            The Holder of any
Book-Entry Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through
Participants, to take any action which a Holder is entitled to take under this
Indenture or the Securities.


 


SECTION 305.       Temporary Securities.


 


Pending the preparation of Definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are
typewritten, printed, lithographed, engraved or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Securities in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.  Such
temporary Securities may be in global form.


 


29

















 


If temporary Securities of any series are
issued, the Company will cause Definitive Securities of that series to be
prepared without unreasonable delay. 
After the preparation of Definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for Definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Securities
of the same series of authorized denominations. 
Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of such series.


 


Until exchanged in full as hereinabove
provided, the temporary Securities of any series, including temporary Global
Securities (whether or not issued as Book-Entry Securities as provided in Section 304),
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Securities of the same series and of like tenor authenticated and
delivered hereunder.


 


SECTION 306.       Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of Securities
(the registers maintained in such office of the Trustee and in any other office
or agency designated pursuant to Section 1002 being herein sometimes
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. 
The Trustee is hereby initially appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein
provided.


 


Except as otherwise described in this Article Three,
upon surrender for registration of transfer of any Security of any series at
the office or agency of the Security Registrar in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, in each case, of any authorized
denominations and of a like aggregate principal amount.


 


At the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the Holder making the
exchange is entitled to receive.


 


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


 


30
















 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or the
Trustee may require payment of a sum sufficient to pay all documentary, stamp,
similar issue or transfer taxes or other governmental charges that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 305, 906, 1107 or
1305 not involving any transfer.


 


Neither the Company nor the Security
Registrar shall be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of
Securities of that series under Section 1103 or 1203 and ending at the
close of business on the day of the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part, or (iii) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid.


 


SECTION 307.       Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to
the Trustee together with, in proper cases, such security or indemnity as may
be required by the Company or the Trustee to save each of them and any agent of
either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, or, in case any such mutilated Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Security and (ii) such security or indemnity as may
be required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or an Authorized Officer of the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Security under
this Section, the Company may require the payment of a sum sufficient to pay
all documentary, stamp or similar issue or transfer 


 


31

















 


taxes or other
governmental charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.


 


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


 


The provisions of this Section 307 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


SECTION 308.       Payment
of Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a)           Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities,
interest, if any, on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on
any Security may at the Company’s option be paid by (i) mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 310, to the address of such Person as it
appears on the Security Register or (ii) wire transfer to an account
located in the United States maintained by the payee.


 


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


 


(1)           The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Subsection provided.  Thereupon the 


 


32

















 


Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided in Section 106, not less than
10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose name the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following Subsection (2).


 


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


 


(b)           The
provisions of this Section 308(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).  The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on
the face of such Security (each an “Optional Reset Date”).  The Company may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to an Optional Reset Date for such Security,
which notice shall contain such information as may be required by the Trustee
to transmit the Reset Notice (as hereinafter defined).  Not later than 40 days prior to each Optional
Reset Date, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of any such Security a notice (the “Reset Notice”) indicating
whether the Company has elected to reset the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable), and if
so (i) such new interest rate (or such new spread or spread multiplier, if
applicable) and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date or if
there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a “Subsequent Interest Period”), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding the foregoing, not later than
20 days prior to the Optional Reset Date, the Company may, at its option,
revoke the interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable) provided for in the Reset Notice and
establish an interest rate (or a spread or spread multiplier used to calculate
such interest rate, if applicable) that is higher than the interest rate (or
the spread or spread multiplier, if applicable) provided for in the Reset
Notice, for the Subsequent Interest Period by causing the Trustee to transmit,
in the manner provided for in Section 106, notice of such higher interest
rate (or such higher spread or spread multiplier, if applicable) to the Holder
of such Security; and such notice shall be 


 


33

















 


irrevocable. 
All Securities with respect to which the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) is reset
on an Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such higher spread or spread multiplier, if
applicable).


 


The Holder of any such Security will have the
option to elect repayment by the Company of the principal of such Security on
each Optional Reset Date at a price equal to the principal amount thereof plus
interest accrued to such Optional Reset Date. 
In order to obtain repayment on an Optional Reset Date, the Holder must
follow the procedures set forth in Article Thirteen for repayment at the
option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to
the Trustee, revoke such tender or repayment until the close of business on the
tenth day (or if such day is not a Business Day, on the immediately succeeding
Business Day)  before such Optional Reset
Date.


 


Subject to the foregoing provisions of this Section and
Section 306, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 309.       Optional
Extension of Stated Maturity.


 


The provisions of this Section 309 may
be made applicable to any series of Securities pursuant to Section 301
(with such modifications, additions or substitutions as may be specified pursuant
to such Section 301).  The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set
forth on the face of such Security.  The
Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the
Stated Maturity of such Security in effect prior to the exercise of such option
(the “Original Stated Maturity”).  If the
Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than
40 days prior to the Original Stated Maturity a notice (the “Extension Notice”)
indicating (i) the election of the Company to extend the Stated Maturity, (ii) the
new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during
such Extension Period.  Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall
be extended automatically and, except as modified by the Extension Notice and
as described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice.


 


Notwithstanding the foregoing, not later than
20 days before the Original Stated Maturity of such Security, the Company
may, at its option, revoke the interest rate provided for in the Extension
Notice and establish a higher interest rate for the Extension Period by causing
the Trustee to transmit, in the manner provided for in Section 106, notice
of such higher interest 


 


34

















 


rate to the Holder of such Security; and such
notice shall be irrevocable.  All
Securities with respect to which the Stated Maturity is extended will bear such
higher interest rate.


 


If the Company extends the Maturity of any
Security, the Holder will have the option to elect repayment of such Security
by the Company on the Original Stated Maturity at a price equal to the
principal amount thereof, plus interest accrued to such date.  In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity of such Security,
the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Stated Maturity and except that, if the Holder has
tendered any Security for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day (or if such day is not a Business Day, on
the immediately succeeding Business Day) before the Original Stated Maturity.


 


SECTION 310.       Persons
Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any) and (subject to Sections 306 and 308) interest,
if any, on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of (i) the records relating to or payments made on account of
any Participants or any beneficial ownership interests of a Security in global
form, (ii) maintaining, supervising or reviewing any records maintained by
any Depository or Participant or any other Person relating to such beneficial
ownership interests, (iii) the delivery or timeliness of delivery of any
notice to any beneficial owner of Securities which is required or permitted
under the terms of this Indenture or such Securities, (iv) the selection
of the beneficial owners to receive payments in the event of a partial
redemption or repayment, or (v) any consent given or other action taken by
the Depository or other Holder of a Security, as the registered holder thereof.


 


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


 


35

















 


SECTION 311.       Cancellation.


 


All Securities surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any current or future sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Securities so delivered to
the Trustee shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee.  If the Company shall so acquire
any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary
procedures, unless by Company Order the Company shall direct that cancelled
Securities be returned to it.  The
Trustee shall, at the Company’s written request, provide certification of the
disposal of cancelled Securities.


 


SECTION 312.       Computation
of Interest.


 


Interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


SECTION 313.       CUSIP
Numbers.


 


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


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.       Satisfaction
and Discharge of Indenture.


 


This Indenture shall, upon Company Request,
cease to be of further effect with respect to any series of Securities
specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto) and the Trustee, on demand of and at
the expense of the Company, 


 


36

















 


shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series
when


 


(1)           either


 


(A)          all
Securities of such series theretofore authenticated and delivered have been
delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 307 and
(ii) Securities for whose payment money has theretofore been deposited in
trust with the Trustee or any Paying Agent or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 1003) to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)          if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company,


 


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


 


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


 


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


 


Notwithstanding the satisfaction and
discharge of this Indenture as to such series, the obligations of the Company
to the Trustee under Section 606, the obligations of the Trustee to any
Authenticating Agent under Section 612 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Subsection (1) of
this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.


 


37

















 


SECTION 402.       Application of Trust Money.


 


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


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.       Events of Default.


 


“Event of Default”, wherever used herein with
respect to Securities of any series, means any one of the following events:


 


(1)           default
in the payment of any installment of interest upon any Security of such series
when it becomes due and payable, continued for 30 days; or


 


(2)           default
in the payment of the principal of (or premium, if any, on) any Security of
such series at its Maturity; or


 


(3)           default
in the deposit of any sinking fund payment, when and as due by the terms of the
Securities of such series and Article Twelve; or


 


(4)           failure
on the part of the Company to observe or perform any other covenant or
agreement contained in this Indenture (other than a covenant or agreement
included in this Indenture not for the benefit of such series and other than a
covenant or agreement specifically dealt with elsewhere in this Section) for 60
days after written notice stating the Company is in breach has been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in aggregate principal amount of outstanding Securities of such
series; or


 


(5)           default
under any indenture or instrument under which the Company has at the time
outstanding indebtedness for borrowed money or guarantees thereof in any
individual instance in excess of $50,000,000 and, if not already matured in accordance
with its terms, such indebtedness has been accelerated and such acceleration is
not cured within 30 days after notice thereof has been given to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of Outstanding Securities of such series; provided
that, if, prior to the entry of judgment in favor of the Trustee for payment of
the Securities of such series, the default under such indenture or instrument
has been remedied by the Company, or waived by the holders of such
indebtedness, then the Event of Default under this Indenture will be deemed
likewise to have been remedied, cured, waived or not to have occurred; or


 


38

















 


(6)           the
entry of a decree or order by court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under the Bankruptcy Law or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of the property of the Company, or ordering the winding up or liquidation
of the affairs of the Company, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or


 


(7)           the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by the Company to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Company of a petition
or answer or consent seeking reorganization or relief under the Bankruptcy Law
or any other applicable federal or state law, or the consent by the Company to
the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of the property of the Company of an
assignment for the benefit of creditors, or the admission by the Company in
writing of its inability to pay its debts generally as they become due; or


 


(8)           any
other Event of Default provided for the benefit of Securities of such series.


 


SECTION 502.               Acceleration of Maturity;
Rescission and Annulment.


 


If any Event of Default described in Section 501
(other than an Event of Default specified in Sections 501(6) or 501(7))
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of at least 25%
in principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if the Securities of that series are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all of the Securities of
that series and all accrued interest thereon to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified portion
thereof) shall become immediately due and payable (other than a breach,
violation or default resulting from the borrowing of funds to be applied to
such deposit of funds and the granting of liens in connection thereof).


 


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


 


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


 


39

















 


(1)           all overdue
interest, if any, on all Outstanding Securities of that series,


 


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


 


(3)           interest upon such
overdue interest at the rate or rates prescribed therefor in such Securities,
and


 


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


 


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


 


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


 


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


 


The Company covenants that if:


 


(1)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days, or


 


(2)           default
is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


 


then the
Company will, upon demand of the Trustee, pay to it for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, if any, and
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


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


 


40
















 


If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
under this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce such rights.


 


SECTION 504.       Trustee
May File Proofs of Claim.


 


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


 


(i)            to
file and prove a claim for the whole amount of principal (and premium, if any),
or such portion of the principal amount of any series of Original Issue
Discount Securities or Indexed Securities as may be specified in the terms of
such series, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(ii)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 606.


 


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


 


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


 


All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, 


 


41

















 


disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.


 


SECTION 506.       Application
of Money Collected.


 


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


 


First:  To the payment of all amounts due the Trustee
under Section 606;


 


Second:  To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest, if any, on the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (and premium, if any)
and interest, if any, respectively; and


 


Third:  The balance, if any, to the Company.


 


SECTION 507.       Limitation on Suits.


 


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


 


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


 


(2)           the Holders of at
least 25% in principal amount of the Outstanding Securities of that series
shall have made written request to the Trustee to institute proceedings in
respect of an Event of Default described in Section 501 in its own name as
Trustee hereunder and such Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


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


 


(4)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority or more in principal amount of
the Outstanding Securities of that series;


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holders of Securities of
the same series, in respect of any Event of Default described in Section 501,
or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner 


 


42

















 


herein provided and for the
equal and ratable benefit of all Holders of Securities of the same series, in
respect of such Event of Default.


 


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


 


Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to Section 308)
interest, if any, on, such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 


SECTION 509.       Restoration
of Rights and Remedies.


 


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


 


SECTION 510.       Rights
and Remedies Cumulative.


 


Except as otherwise provided in Section 307, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of
Securities is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 511.       Delay
or Omission Not Waiver.


 


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


 


SECTION 512.       Control
by Holders.


 


With respect to the Securities of any series, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or 


 


43

















 


exercising any
trust or power conferred on the Trustee, related to or arising under Section 501,
provided that in each case


 


(1)           such direction shall
not be in conflict with any rule of law or with this Indenture or expose
the Trustee to personal liability, and


 


(2)           subject to the
provisions of the TIA Section 315, the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction.


 


SECTION 513.       Waiver
of Past Defaults.


 


Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past Default or
Event of Default in Section 501 in respect of such series and its
consequences, except a Default or Event of Default,


 


(1)           in respect of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or


 


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


 


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


 


SECTION 514.       Undertaking
for Costs.


 


All parties to this Indenture agree, and each Holder of Securities of
any series by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees 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 Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on Securities of any series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date); provided that neither this Section 514
nor the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the
Company.


 


44

















 


SECTION 515.       Waiver
of Stay or Extension Laws.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.       Notice
of Defaults.


 


Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series of which the Trustee is deemed to have
knowledge pursuant to Section 602, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
notice of such Default hereunder, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default
in the payment of the principal of (or premium, if any) or interest, if any, on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors and/or Authorized Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided  further
that in the case of any Default or breach of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.


 


SECTION 602.       Certain
Rights of Trustee.


 


The Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and the Securities to which it is
a party.  If an Event of Default with
respect to any Security exists, then the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.  Neither the Trustee, its agents nor its
affiliates shall be liable for any act or omission made in connection with this
Indenture or the Securities except in the case of their own negligence, willful
misconduct or bad faith.  The duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Indenture and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.


 


The duties and rights of the Trustee hereunder shall be provided in TIA
Sections 315(a) through 315(d) and, subject thereto,


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)           no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have 


 


46

















 


reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it;


 


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


 


(10)         The Trustee is not
required to take notice or deemed to have notice of any Default or Event of
Default hereunder, unless an Authorized Officer of the Trustee has received
notice in writing of such Default or Event of Default from the Company or from
the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series so affected, and in absence of any such notice, the
Trustee may conclusively assume that no Default or Event of Default exists;


 


(11)         The Trustee is not
required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture;


 


(12)         The Trustee’s
immunities and protections from liability and its rights to compensation and
indemnification in connection with the performance of its duties under this
Indenture shall extend to the Trustee’s officers, directors, agents and
employees.  Such immunities and
protections and right to indemnification, together with the Trustees right to
compensation, shall survive the Trustee’s resignation or removal and final
payment of the Securities;


 


(13)         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;


 


(14)         The Trustee may
request that the Company deliver an Officer’s 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 Officer’s Certificate may
be signed by any person authorized to sign an Officer’s Certificate, including
any person specified as so authorized in any such certificate previously
delivered Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;


 


(15)         The Trustee shall not
be required to give any note, bond or surety in respect of the execution of the
trusts and powers under this Indenture;


 


(16)         The permissive rights
of the Trustee enumerated herein shall not be construed as duties; and


 


(17)         In no event shall the
Trustee be liable, directly or indirectly, for any special, indirect or
consequential damages, even if the Trustee has been advised of the possibility
of such damages.


 


47

















 


SECTION 603.       Trustee
Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities, except for the
Trustee’s certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements to be
made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth
therein.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION 604.       May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 605.       Money
Held in Trust.


 


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


 


SECTION 606.       Compensation
and Reimbursement.


 


The Company agrees:


 


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


 


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


 


(3)           to indemnify each of
Trustee or any predecessor Trustee for, and to hold it harmless against, any
and all loss, damage, claim, liability or expense including taxes (other than
taxes based on the income of the Trustee) incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with any action
taken, suffered or omitted by the Trustee hereunder.


 


48

















 


As security for the performance of the obligations of the Company under
this Section 606, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities.


 


When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(6) or Section 501(7),
the expenses (including the reasonable compensation of, duly documented
expenses of, and disbursements by its counsel) and the compensation for its
services are intended to constitute expenses of administration under any
applicable United States federal or state bankruptcy, insolvency or other
similar law.


 


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


 


SECTION 607.       Conflicting
Interests.


 


The Trustee
shall comply with the provisions of Section 310(b) of the Trust
Indenture Act.


 


SECTION 608.       Corporate
Trustee Required; Eligibility; Conflicting Interests.


 


There shall at all times be a Trustee hereunder qualified or to be
qualified under TIA Section 310(a)(1) and which, to the extent there
is such an institution eligible and willing to serve, shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recently
published annual report of condition.  If
such Trustee publishes or files reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this Section 608,
the combined capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published or filed.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 608, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


SECTION 609.       Resignation
and Removal; Appointment of Successor.


 


(a)           No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under Section 610.


 


(b)           The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.  If the instrument of acceptance
by a successor Trustee required by Section 610 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(c)           The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and the Company.  If an 


 


49

















 


instrument
of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal, the removed
Trustee may, petition a court of competent jurisdiction for the appointment of
a successor Trustee.


 


(d)           If at any time:


 


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


 


(2)           the Trustee shall
cease to be eligible under Section 608 and shall fail to resign after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(3)           the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the
Company, by or pursuant to a Board Resolution, may remove the Trustee  and appoint a successor Trustee or Trustees
with respect to all Securities, or (ii) subject to TIA Section 514,
the Holder of any Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or
Trustees.


 


(e)           If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, with respect to the Securities of one
or more series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with Section 610,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(f)            The Company shall
give notice of each resignation and each removal of the Trustee with respect to
the Securities of any series and each appointment of a successor 


 


50

















 


Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner provided for in Section 106.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


SECTION 610.       Acceptance
of Appointment by Successor.


 


(a)           Every successor Trustee appointed hereunder 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; provided, however,
that the retiring Trustee shall continue to be entitled to the benefit of Section 606;
but, on the request of the Company or the successor Trustee and after payment
of all amounts due and payable to such retiring Trustee pursuant to Section 606
(collectively, the “Trustee Payments”), such retiring Trustee shall, upon
payment of any additional charges therefor, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 


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


 


51
















 


(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 rights,
powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


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


 


SECTION 611.       Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.  In case any Securities 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.  In case any of the
Securities shall not have been authenticated by such predecessor Trustee, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall
have the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee; provided, however,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.


 


SECTION 612.       Appointment
of Authenticating Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series and the Trustee
shall give written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in the
manner provided for in Section 106. 
Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
Any such appointment shall be evidenced by an instrument in writing
signed by an Authorized Officer of the Trustee, and a copy of such instrument
shall be promptly furnished to the Company. 
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be reasonably
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and 


 


52

















 


subject to
supervision or examination by federal or state authority.  If such corporation publishes or files
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published or filed.  If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect specified in this Section.


 


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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in the
manner provided for in Section 106. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  



 


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


 


53

















 


	
   

  	
  Wilmington
  Trust Company,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


SECTION 613.       Preferential
Collection of Claims Against Company.


 


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


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.       Disclosure
of Names and Addresses of Holders.


 


Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that none of the
Company or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any information as to the names and addresses of
the Holders in accordance with TIA Section 312, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312.


 


SECTION 702.       Reports
by Trustee.


 


Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit to the Holders of
Securities, in the manner and to the extent provided in TIA Section 313(c),
a brief report dated as of such May 15 if required by TIA Section 313(a).


 


SECTION 703.       Reports
by Company.


 


The Company shall:


 


(1)           file
with the Trustee, within 30 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then it shall file with the Trustee 


 


54

















 


and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


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


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION 801.       Company
May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge into, or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its assets to, any Person, unless:


 


(1)           Immediately
after giving effect to such transaction, no Event of Default (or event that
with notice or lapse of time, or both, would become an Event of Default) shall
have happened and be continuing;


 


(2)           The
corporation or other entity formed by such consolidation or into which the Company
is merged, or the Person to which such properties and assets will have been
conveyed, transferred or leased, assumes the Company’s obligation as to the due
and punctual payment of the principal of (and premium, if any, on) and
interest, if any, on all the Securities and the performance and observance of
every covenant to be performed by the Company under this Indenture, and such
entity will be organized under the laws of the United States, one of the states
thereof or the District of Columbia; and


 


(3)           The
Company has delivered to the Trustee an Officer’s Certificate and Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


 


55

















 


This Section shall only apply to a
merger or consolidation in which the Company is not the surviving entity and to
conveyances, leases and transfers by the Company as transferor or lessor.


 


SECTION 802.       Rights
and Duties of Successor Corporation.


 


In case of any such consolidation, merger,
conveyance or transfer to which Section 801 applies and upon any such
assumption by the successor corporation or Person, such successor corporation
or Person shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company and the predecessor
corporation shall be relieved of any further obligation under this
Indenture.  Such successor corporation or
Person thereupon may cause to be signed, and may issue either in its own name
or in the name of the Company any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to
the Trustee; and, upon the order of such successor corporation or Person,
instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities which such successor corporation or Person 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.  As used in this
Section, “successor corporation or Person” means the entity formed by such
consolidation or into which the Company is merged, or the Person which acquires
by conveyance, transfer or lease the properties and assets of the Company
substantially as an entirety, as the case may be, in each case as provided in Section 801.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.       Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


(2)           to
add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are being
included solely for the 


 


56

















 


benefit of such series) or to surrender any right or power herein or in
the Securities conferred upon the Company; or


 


(3)           to
add any additional Events of Default (and if such Events of Default are to be
for the benefit of less than all series of Securities, stating that such Events
of Default are being included solely for the benefit of such series); or


 


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


 


(5)           to
secure the Securities if the Company so elects; or


 


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


 


(7)           to
add guarantors or additional obligors with respect to the Securities of any
series; or


 


(8)           to
release a guarantor upon the satisfaction of all conditions for such release;
or


 


(9)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 610(b); or


 


(10)         to
comply with Section 801; or


 


(11)         to
close this Indenture with respect to the authentication and delivery of
additional series of Securities; or


 


(12)         to
cure any ambiguity, omission, mistake, defect or inconsistency; or


 


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


 


(14)         to
qualify, or maintain the qualification of, this Indenture under the TIA; or


 


(15)         to
make any other change that does not adversely affect the rights of any Holder.


 


57

















 


SECTION 902.       Supplemental
Indentures with Consent of Holders.


 


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


 


(1)           change
the Stated Maturity of the principal of (or premium, if any) or any installment
of interest on any Security, or reduce the principal amount thereof (or
premium, if any) or the rate of interest, if any, thereon, or change any
obligation of the Company to pay Additional Amounts as contemplated by Section 1008
(except as contemplated by Section 801(2) and permitted by Section 901(1)),
or reduce the amount of the principal of an Indexed Security or an Original
Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely
affect any right of repayment at the option of any Holder of any Security, or
change any Place of Payment where, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or adversely affect any right to
convert or exchange any Security as may be provided pursuant to Section 301
herein, or


 


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


 


(3)           modify
any of the provisions of this Section 902, Section 513 or Section 1009,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby.


 


A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture as applicable to a
particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.


 


58

















 


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


 


SECTION 903.       Execution
of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, in addition to the documents required by Section 102,
and (subject to Section 602 hereof) shall be fully protected in relying
upon an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, protections, privileges, indemnities, benefits or immunities
under this Indenture or otherwise.


 


SECTION 904.       Effect
of Supplemental Indentures.


 


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


 


SECTION 905.       Conformity
with Trust Indenture Act.


 


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


 


SECTION 906.       Reference
in Securities to Supplemental Indentures.


 


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


 


SECTION 907.       Notice
of Supplemental Indentures.


 


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


 


59

















 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001.     Payment
of Principal, Premium and Interest.


 


The Company covenants and agrees, as to each
series of Securities, that it will duly and punctually pay the principal of
(and premium, if any, on) and interest, if any, on the Securities of such
series in accordance with the terms of such Securities and this Indenture.


 


SECTION 1002.     Maintenance
of Office or Agency.


 


The Company will maintain, as to each series
of Securities, in each Place of Payment for each series of Securities an office
or agency where Securities of such series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served.


 


The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such
purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.  Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities the office or agency of the Trustee in Wilmington, Delaware, and
initially appoints the Trustee at its Corporate Trust Office in Wilmington,
Delaware and at the office of its agent in Wilmington, Delaware as Paying Agent
in each such city as its agent to receive all such presentations, surrenders,
notices and demands.


 


SECTION 1003.     Money
for Security Payments to Be Held in Trust.


 


If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it shall, before
each due date of the principal of (and premium, if any, on) and interest, if
any, on any of the Securities of such series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum (except as otherwise
specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal of (and premium, if any, on) and interest, if
any, on Securities of such Series so becoming due until such sums shall be
paid to 


 


60

















 


such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure
so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to or on each due date
of the principal of (and premium, if any, on) and interest, if any, on any
Securities of such series, deposit with the Paying Agent, a sum sufficient to
pay the principal (and premium, if any, on) 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)
will promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


(2)           give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal (and
premium, if any, on) and interest, if any, on the Securities of such series;
and


 


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


 


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


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any, on) and interest, if any, on any Security of
any series and remaining unclaimed for two years after such principal (and
premium, if any, on) or interest has become due and payable, shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease.


 


61

















 


SECTION 1004.     Statement
as to Compliance.


 


The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, commencing with its fiscal year ending after the date hereof, a
brief certificate from any two of its principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the compliance by the Company with all conditions and covenants under this
Indenture.  For purposes of this Section 1004,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


SECTION 1005.     Corporate
Existence.


 


Subject to Article Eight, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, in accordance with its organizational
documents (as the same may be amended from time to time) of the Company.


 


SECTION 1006.     Additional
Amounts.


 


If any Securities of a series provide for the
payment of additional amounts to any Holder who is not a United States person
in respect of any tax, assessment or governmental charge (“Additional Amounts”),
the Company shall pay to the Holder of any Security of such series such
Additional Amounts as may be specified pursuant to Section 301.   Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (and premium, if
any, on) or interest, if any, on, or in respect of, any Security of a series or
the net proceeds received on the sale or exchange of any Security of a series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made. 
Except as otherwise specified pursuant to Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date, if any, with respect to
Securities of such series (or if the Securities of such series do not bear
interest or will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of interest or principal and any premium if there has been
any change with respect to the matters set forth in the below-mentioned Officer’s
Certificate, the Company shall furnish the Trustee and the Paying Agent or
Paying Agents, if other than the Trustee, with an Officer’s Certificate
instructing the Trustee and the Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any, on) or interest, if any, on the
Securities of such series shall be made to Holders of Securities of such series
who are not United States persons without withholding for or on account of any
tax, assessment or other governmental charge described in the Securities of the
series.  If any such withholding shall be
required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
of such series and the Company shall pay to the Trustee or the Paying Agent or
Paying Agents the Additional Amounts required by the terms of such Securities.  In the event that the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-mentioned 


 


62

















 


certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that
no such withholding or deduction is required with respect to any payment of
principal, premium or interest with respect to any Securities of a series until
it shall have received a certificate advising otherwise and (ii) to make
all payments of principal, premium and interest with respect to the Securities
of a series without withholding or deductions until otherwise advised.  The Company hereby covenants and agrees to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability, cost or expense reasonably incurred without
negligence or willful misconduct on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer’s
Certificate furnished pursuant to this Section.


 


SECTION 1007.     Waiver
of Certain Covenants.


 


The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Section 1005,
and, as specified pursuant to Section 301(11) for Securities of any
series, in any covenants of the Company added to Section 10 pursuant to Section 301(11)
or 301(14) in connection with the Securities of a series, if before or after
the time for such compliance the Holders of at least a majority in principal
amount of all Outstanding Securities of the series affected, by Act of such
Holders, waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION 1101.     Applicability
of Article.


 


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


 


SECTION 1102.     Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of
the Company, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select
the Securities to be redeemed pursuant to Section 1103.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate and Opinion of Counsel
evidencing compliance with such restriction.


 


63
















 


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


 


If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions of the principal of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to
Section 301.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.


 


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


 


SECTION 1104.     Notice
of Redemption.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of
any series, notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of
any series, all notices of redemption shall identify the Securities (including
CUSIP number, if any) to be redeemed and shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price
(or the appropriate method for calculating the redemption price) and the amount
of accrued interest to the Redemption Date payable as provided in
Section 1106, if any,


 


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


 


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


 


(5)           that on the
Redemption Date, the Redemption Price and accrued interest, if any, to the
Redemption Date payable as provided in Section 1106 will become due and


 


64

















 


payable
upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,


 


(6)           the Place or Places
of Payment where such Securities maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and accrued interest, if any,


 


(7)           any conditions
applicable to the redemption, and


 


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


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee, in the
name and at the expense of the Company, upon delivery to the Trustee at least 7
days prior to the Redemption Date, or such shorter period as may be satisfactory
to the Trustee, of written direction to give, and a complete copy of, such
notice.


 


SECTION 1105.     Deposit
of Redemption Price.


 


On
or prior to 10:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and accrued interest, if any, on, all the Securities which
are to be redeemed on that date.


 


SECTION 1106.     Securities
Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities shall, if
the same were interest-bearing, cease to bear interest, and except to the
extent provided below, shall be void. 
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 308.


 


If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.


 


65

















 


SECTION 1107.     Securities
Redeemed in Part.


 


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


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201.     Applicability
of Article.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of
any series, retirements of Securities of any series pursuant to any sinking
fund shall be made in accordance with the terms of such Securities and in
accordance with this Article.


 


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


 


66

















 


SECTION 1202.     Satisfaction of Sinking Fund Payments
with Securities.


 


Subject to
Section 1203, in lieu of making all or any part of any mandatory sinking
fund payment with respect to any Securities of a series in cash, the Company
may at its option (1) deliver to the Trustee Outstanding Securities of a
series (other than any previously called for redemption) theretofore purchased
or otherwise acquired by the Company and/or (2) receive credit for the
principal amount of Securities of such series which have been previously
delivered to the Trustee by the Company or for Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series; provided,
however, 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 sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


 


SECTION 1203.     Redemption
of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer’s 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 payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series.  Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date.  In
the case of the failure of the Company to deliver such certificate, the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Securities subject to a mandatory sinking fund payment
without the option to deliver or credit Securities as provided in
Section 1202 and without the right to make any optional sinking fund
payment, if any, with respect to such series.


 


Not
more than 60 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. 
Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and
1107.


 


Prior
to any sinking fund payment date, the Company shall pay to the Trustee or a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) in cash a sum equal to the
principal (and premium, if any) and 


 


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interest
that will accrue to the date fixed for redemption of Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section 1203.


 


Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next
succeeding sinking fund payment date, together with any unused balance of any
preceding sinking fund payment or payments for such series, does not exceed in
the aggregate $100,000, the Trustee, unless requested by the Company, shall not
give the next succeeding notice of the redemption of Securities of such series
through the operation of the sinking fund. 
Any such unused balance of moneys deposited in such sinking fund shall
be added to the sinking fund payment for such series to be made in cash on the
next succeeding sinking fund payment date or, at the written request of the
Company, shall be applied at any time or from time to time to the purchase of
Securities of such series, by public or private purchase, in the open market or
otherwise, at a purchase price for such Securities (excluding accrued interest
and brokerage commissions, for which the Trustee or any Paying Agent will be
reimbursed by the Company) not in excess of the principal amount thereof.


 


ARTICLE THIRTEEN


 


REPAYMENT AT OPTION OF HOLDERS


 


SECTION 1301.     Applicability
of Article.


 


Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities
and in accordance with this Article.


 


SECTION 1302.     Repayment
of Securities.


 


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


 


SECTION 1303.     Exercise
of Option.


 


Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such
Securities.  To be repaid at the option
of the Holder, any Security so providing for such repayment, with the “Option
to Elect Repayment” form on the reverse of such Security duly completed by the
Holder (or by the Holder’s attorney duly authorized in writing), must be
received by the Company at the 


 


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Place
of Payment therefor specified in the terms of such Security (or at such other
place or places of which the Company shall from time to time notify the Holders
of such Securities) not earlier than 45 days nor later than 30 days prior to
the Repayment Date.  If less than the
entire principal amount of such Security is to be repaid in accordance with the
terms of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered
that is not to be repaid, must be specified. 
The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part.  Except
as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option
by the Holder shall be irrevocable unless waived by the Company.


 


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


 


If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and
on and after such Repayment Date (unless the Company shall default in the
payment of such Securities on such Repayment Date) such Securities shall, if
the same were interest-bearing, cease to bear interest and except to the extent
provided below, shall be void.  Upon
surrender of any such Security for repayment in accordance with such provisions,
together with all coupons, if any, appertaining thereto maturing after the
Repayment Date, the principal amount of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that, in the case of Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 308.


 


If
the principal amount of any Security surrendered for repayment shall not be so
repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear
interest from the Repayment Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.


 


SECTION 1305.     Securities
Repaid in Part.


 


Upon
surrender of any Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal 


 


69

















 


amount
equal to and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.


 


ARTICLE FOURTEEN


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1401.     Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of
any series, the provisions of this Article Fourteen shall apply to each
series of Securities, and the Company may, at its option, effect defeasance of
the Securities of or within a series under Section 1402, or covenant
defeasance of the Securities of or within a series under Section 1403, in
accordance with the terms of such Securities and in accordance with this
Article.


 


SECTION 1402.     Defeasance
and Discharge.


 


Upon
the Company’s exercise of the above option applicable to this Section with
respect to any series of Securities, the Company shall be deemed to have been
discharged from its obligations with respect to such series of Outstanding
Securities on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such series of Outstanding Securities, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:  (A) the
rights of Holders of such Outstanding Securities to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 305, 306,
307, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1008, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and
(D) this Article Fourteen. 
Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section 1402 notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities.


 


SECTION 1403.     Covenant
Defeasance.


 


Upon
the Company’s exercise under Section 1401 of the option applicable to this
Section 1403 with respect to any Securities of or within a series, the
Company shall be released from its obligations under Sections 801, 802, 1006
and 1007, and if specified pursuant to 


 


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Section 301,
its obligations under any other covenant, with respect to such Outstanding
Securities on and after the date the conditions set forth in Section 1404
are satisfied (hereinafter, “covenant defeasance”), and such Securities shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. 
For this purpose, such covenant defeasance means that, with respect to
such Outstanding Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4), Section 501(5) or Section 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.


 


SECTION 1404.     Conditions
to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to application of either Section 1402 or
Section 1403 to any series of Outstanding Securities:


 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 608 who shall agree
to comply with the provisions of this Article Fourteen applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) an amount of money or
(B) Government Obligations applicable to such Securities which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment of principal of and premium, if any, and interest, if any, on such
Securities, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities on the
Stated Maturity (or Redemption Date, if applicable) of such principal (and
premium, if any) or installment of interest, if any, and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities; provided
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such Government Obligations to said payments with respect to
such Securities.  Before such a deposit,
the Company may give to the Trustee, in accordance with Section 1102
hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the
Securities of such series and Article Eleven hereof, which notice shall be
irrevocable.  Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing.


 


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(2)           No Default (other
than a breach, violation or default resulting from the borrowing of funds to be
applied to such deposit of funds and the granting of liens in connection
thereof) shall have occurred and be continuing on the date of such deposit.


 


(3)           The Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that, as of
the date of such opinion and subject to customary exceptions, following the
deposit, the trust funds will not be subject to the effect of Section 547
of the Bankruptcy Law.


 


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


 


(5)           In the case of an
election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(y) since the date of execution of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


 


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


 


(7)           In the case of an
election under either Section 1402 or 1403, the Company shall represent to
the Trustee that the deposit made by the Company pursuant to its election under
Section 1402 or 1403 was not made by the Company with the intent of
preferring the Holders of Securities of any series over other creditors of the
Company or with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others.


 


(8)           The Company shall
have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with.


 


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


 


Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, 


 


72

















 


collectively
for purposes of this Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of such Outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.


 


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


 


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


 


SECTION 1406.     Reinstatement.


 


If
the Trustee or any Paying Agent is unable to apply any money in accordance with
Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1402 or 1403, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1405; provided, however, that if the Company
makes any payment of principal of (or premium, if any) or interest, if any, on
any such Security following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


 


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


 


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


 


 


	
   

  	
  BE
  AEROSPACE, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  THOMAS P. MCCAFFREY

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  P. McCaffrey

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Wilmington
  Trust Company,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHAEL G. OLLER, JR.

  
	
   

  	
   

  	
  Name:

  	
  Michael
  G. Oller, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President