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Exhibit 4.7    
    






 


  



VALENCE TECHNOLOGY, INC.  


  



  



AND  





   



Trustee  





  



[FORM OF] INDENTURE  


   



DATED AS OF                , 20     


  
  





  



 
  SUBORDINATED DEBT SECURITIES    
    






 






 
 

VALENCE TECHNOLOGY, INC.
  RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
  AND INDENTURE, DATED AS
OF                , 20      
    



	TRUST INDENTURE ACT SECTION
 
	 	INDENTURE SECTION

	Section 310(a)(1)	 	6.9
	 	(a)(2)	 	6.9
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(a)(5)	 	6.9
	 	(b)	 	6.8
	

Section 311	
 	

6.13
	

Section 312(a)	
 	

7.1, 7.2(a)
	 	(b)	 	7.2(b)
	 	(c)	 	7.2(c)
	

Section 313(a)	
 	

7.3
	 	(b)	 	*
	 	(c)	 	*
	 	(d)	 	7.3
	

Section 314(a)	
 	

7.4
	 	(a)(4)	 	10.5
	 	(b)	 	Not Applicable
	 	(c)(1)	 	1.3
	 	(c)(2)	 	1.3
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	1.3
	

Section 315(a)	
 	

6.1(a)
	 	(b)	 	6.2
	 	(c)	 	6.1(b)
	 	(d)	 	6.1(c)
	 	(d)(1)	 	6.1(a)(1)
	 	(d)(2)	 	6.1(c)(2)
	 	(d)(3)	 	6.1(c)(3)
	 	(e)	 	5.14
	

Section 316(a)	
 	

1.1, 1.2
	 	(a)(1)(A)	 	5.2, 5.12
	 	(a)(1)(B)	 	5.13
	 	(a)(2)	 	Not Applicable
	 	(b)	 	5.8
	 	(c)	 	1.5(f)
	

Section 317(a)(1)	
 	

5.3
	 	(a)(2)	 	5.4
	 	(b)	 	10.3
	

Section 318(a)	
 	

1.8







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


	*
	Deemed
included pursuant to Section 318(c) of the Trust Indenture Act 








  



 
 

TABLE OF CONTENTS    
    



	PARTIES	1
	

RECITALS OF THE COMPANY:	

1
	

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	

1
	 	Section 1.1.	Definitions	1
	 	Section 1.2.	Incorporation by Reference of Trust Indenture Act	7
	 	Section 1.3.	Compliance Certificates and Opinions	8
	 	Section 1.4.	Form of Documents Delivered to Trustee	8
	 	Section 1.5.	Acts of Holders; Record Dates	8
	 	Section 1.6.	Notices, Etc., to Trustee, Company and Guarantors	9
	 	Section 1.7.	Notice to Holders; Waiver	10
	 	Section 1.8.	Conflict with Trust Indenture Act	10
	 	Section 1.9.	Effect of Headings and Table of Contents	10
	 	Section 1.10.	Successors and Assigns	11
	 	Section 1.11.	Separability Clause	11
	 	Section 1.12.	Benefits of Indenture	11
	 	Section 1.13.	Governing Law	11
	 	Section 1.14.	Legal Holidays	11
	 	Section 1.15.	Securities in a Composite Currency, Currency Unit or Foreign Currency	11
	 	Section 1.16.	Payment in Required Currency; Judgment Currency	12
	 	Section 1.17.	Language of Notices, Etc.	12
	 	Section 1.18.	Incorporators, Shareholders, Officers and Directors of the Company and the Guarantors Exempt from Individual Liability	12
	

ARTICLE TWO SECURITY FORMS	

13
	 	Section 2.1.	Forms Generally	13
	 	Section 2.2.	Form of Face of Security	13
	 	Section 2.3.	Form of Reverse of Security	15
	 	Section 2.4.	Global Securities	19
	 	Section 2.5.	Form of Trustee's Certificate of Authentication	20
	

ARTICLE THREE THE SECURITIES	

20
	 	Section 3.1.	Amount Unlimited; Issuable in Series	20
	 	Section 3.2.	Denominations	23
	 	Section 3.3.	Execution, Authentication, Delivery and Dating	23
	 	Section 3.4.	Temporary Securities	24
	 	Section 3.5.	Registration, Registration of Transfer and Exchange	25
	 	Section 3.6.	Mutilated, Destroyed, Lost and Stolen Securities	27
	 	Section 3.7.	Payment of Interest; Interest Rights Preserved	28
	 	Section 3.8.	Persons Deemed Owners	28
	 	Section 3.9.	Cancellation	29
	 	Section 3.10.	Computation of Interest	29
	 	Section 3.11.	CUSIP or CINS Numbers	29
	

ARTICLE FOUR SATISFACTION AND DISCHARGE	

29
	 	Section 4.1.	Satisfaction and Discharge of Indenture	29
	 	Section 4.2.	Application of Trust Money	30
	

ARTICLE FIVE REMEDIES	

30
	 	Section 5.1.	Events of Default	30
	 	Section 5.2.	Acceleration of Maturity; Rescission and Annulment	31
	 	 	 	 





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	 	Section 5.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	 	Section 5.4.	Trustee May File Proofs of Claim	33
	 	Section 5.5.	Trustee May Enforce Claims Without Possession of Securities	33
	 	Section 5.6.	Application of Money Collected	33
	 	Section 5.7.	Limitation on Suits	34
	 	Section 5.8.	Unconditional Right of Holders to Receive Principal, Premium and Interest	34
	 	Section 5.9.	Restoration of Rights and Remedies	34
	 	Section 5.10.	Rights and Remedies Cumulative	35
	 	Section 5.11.	Delay or Omission Not Waiver	35
	 	Section 5.12.	Control by Holders	35
	 	Section 5.13.	Waiver of Past Defaults	35
	 	Section 5.14.	Undertaking for Costs	35
	 	Section 5.15.	Waiver of Stay or Extension Laws	36
	

ARTICLE SIX THE TRUSTEE	

36
	 	Section 6.1.	Certain Duties and Responsibilities	36
	 	Section 6.2.	Notice of Defaults	37
	 	Section 6.3.	Certain Rights of Trustee	37
	 	Section 6.4.	Not Responsible for Recitals or Issuance of Securities	38
	 	Section 6.5.	May Hold Securities	38
	 	Section 6.6.	Money Held in Trust	38
	 	Section 6.7.	Compensation and Reimbursement	39
	 	Section 6.8.	Disqualification; Conflicting Interests	39
	 	Section 6.9.	Corporate Trustee Required; Eligibility	39
	 	Section 6.10.	Resignation and Removal; Appointment of Successor	40
	 	Section 6.11.	Acceptance of Appointment by Successor	41
	 	Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	42
	 	Section 6.13.	Preferential Collection of Claims Against Company	42
	 	Section 6.14.	Appointment of Authenticating Agent	42
	

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	

44
	 	Section 7.1.	Company to Furnish Trustee Names and Addresses of Holders	44
	 	Section 7.2.	Preservation of Information; Communications to Holders	44
	 	Section 7.3.	Reports by Trustee	45
	 	Section 7.4.	Reports by Company	45
	

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE	

46
	 	Section 8.1.	Company May Consolidate, Etc., Only on Certain Terms	46
	 	Section 8.2.	Successor Substituted	46
	

ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER	

46
	 	Section 9.1.	Without Consent of Holders	46
	 	Section 9.2.	With Consent of Holders	48
	 	Section 9.3.	Execution of Supplemental Indentures	49
	 	Section 9.4.	Effect of Supplemental Indentures	50
	 	Section 9.5.	Conformity with Trust Indenture Act	50
	 	Section 9.6.	Reference in Securities to Supplemental Indentures	50
	

ARTICLE TEN COVENANTS	

50
	 	Section 10.1.	Payment of Principal, Premium and Interest	50
	 	Section 10.2.	Maintenance of Office or Agency	50
	 	Section 10.3.	Money for Securities Payments to Be Held in Trust	51
	 	Section 10.4.	Existence	52
	 	Section 10.5.	Statement by Officers as to Default	52
	 	 	 	 



ii







 

	 	Section 10.6.	Additional Amounts	52
	

ARTICLE ELEVEN REDEMPTION OF SECURITIES	

53
	 	Section 11.1.	Applicability of Article	53
	 	Section 11.2.	Election to Redeem; Notice to Trustee	53
	 	Section 11.3.	Selection by Trustee of Securities to Be Redeemed	53
	 	Section 11.4.	Notice of Redemption	53
	 	Section 11.5.	Deposit of Redemption Price	54
	 	Section 11.6.	Securities Payable on Redemption Date	54
	 	Section 11.7.	Securities Redeemed in Part	54
	

ARTICLE TWELVE SINKING FUNDS	

55
	 	Section 12.1.	Applicability of Article	55
	 	Section 12.2.	Satisfaction of Sinking Fund Payments with Securities	55
	 	Section 12.3.	Redemption of Securities for Sinking Fund	55
	

ARTICLE THIRTEEN DEFEASANCE	

55
	 	Section 13.1.	Option to Effect Legal Defeasance or Covenant Defeasance	55
	 	Section 13.2.	Legal Defeasance and Discharge	56
	 	Section 13.3.	Covenant Defeasance	56
	 	Section 13.4.	Conditions to Legal or Covenant Defeasance	57
	 	Section 13.5.	Deposited Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions	58
	 	Section 13.6.	Repayment	58
	 	Section 13.7.	Reinstatement	58
	

ARTICLE FOURTEEN GUARANTEE OF SECURITIES	

59
	 	Section 14.1.	Securities Guarantee	59
	 	Section 14.2.	Limitation on Guarantor Liability	60
	 	Section 14.3.	Execution and Delivery of Securities Guarantee Notation	60
	

ARTICLE FIFTEEN SUBORDINATION OF SECURITIES	

61
	 	Section 15.1.	Securities Subordinated to Senior Debt	61
	 	Section 15.2.	No Payment on Securities in Certain Circumstances	61
	 	Section 15.3.	Payment over Proceeds upon Dissolution, Etc	62
	 	Section 15.4.	Subrogation	63
	 	Section 15.5.	Obligations of Company Unconditional	63
	 	Section 15.6.	Notice to Trustee	64
	 	Section 15.7.	Reliance on Judicial Order or Certificate of Liquidating Agent	64
	 	Section 15.8.	Trustee's Relation to Senior Debt	65
	 	Section 15.9.	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt	65
	 	Section 15.10.	Holders Authorize Trustee to Effectuate Subordination of Securities	65
	 	Section 15.11.	Not to Prevent Events of Default	65
	 	Section 15.12.	Trustee's Compensation Not Prejudiced.	66
	 	Section 15.13.	No Waiver of Subordination Provisions	66
	 	Section 15.14.	Payments May Be Paid Prior to Dissolution	66
	 	Section 15.15.	Trust Moneys Not Subordinated	66
	

ARTICLE SIXTEEN SUBORDINATION OF SECURITIES GUARANTEES	

66
	 	Section 16.1.	Securities Guarantees Subordinated to Guarantor Senior Debt	66
	 	Section 16.2.	No Payment on Securities Guarantees in Certain Circumstances	67
	 	Section 16.3.	Payment over Proceeds upon Dissolution, Etc	68
	 	Section 16.4.	Subrogation	69
	 	Section 16.5.	Obligations of Guarantor Unconditional	69
	 	 	 	 





iii







 

	 	Section 16.6.	Notice to Trustee	70
	 	Section 16.7.	Reliance on Judicial Order or Certificate of Liquidating Agent	70
	 	Section 16.8.	Trustee's Relation to Guarantor Senior Debt	71
	 	Section 16.9.	Subordination Rights Not Impaired by Acts or Omissions of a Guarantor or Holders of Guarantor Senior Debt	71
	 	Section 16.10.	Holders Authorize Trustee to Effectuate Subordination of Securities Guarantees	71
	 	Section 16.11.	Not to Prevent Events of Default	71
	 	Section 16.12.	Trustee's Compensation Not Prejudiced	72
	 	Section 16.13.	No Waiver of Subordination Provisions	72
	 	Section 16.14.	Payments May Be Paid Prior to Dissolution	72





NOTE:
This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. 


iv









 
 

PARTIES    
    


        INDENTURE, dated as of                        ,
20    , among VALENCE TECHNOLOGY, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), the GUARANTORS (as defined hereinafter) and                        , a nationally
chartered banking association, as trustee (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 unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the "Securities"), which may but are not required to be guaranteed by the Guarantor, to be issued in one or more series as provided
in this Indenture. 


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


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


        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 1.1.        Definitions.


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



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


        (b)   all
terms used in this Indenture that are defined in the Trust Indenture Act, defined by a Trust Indenture Act reference to another statute or defined by an SEC rule
under the Trust Indenture Act have the meanings so assigned to them; 


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


        (d)   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; 


        (e)   the
words "Article" and "Section" refer to an Article and Section, respectively, of this Indenture; and 


        (f)    the
word "includes" and its derivatives means "includes, but is not limited to" and corresponding derivative definitions. 




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


        "Act",
when used with respect to any Holder, has the meaning specified in Section 1.5. 


        "Additional
Defeasible Provision" means a covenant or other provision contained that is (a) made part of this Indenture pursuant to a supplemental indenture hereto, a Board
Resolution or an Officer's Certificate delivered pursuant to Section 3.1, and (b) pursuant to the terms set forth in such supplemental indenture, Board Resolution or Officer's
Certificate, made subject to the provisions of Article Thirteen. 







 



        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with"
have correlative meanings. 


        "Authenticating
Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities. 


        "Banking
Day" means, in respect of any city, any date on which commercial banks are open for business in that city. 


        "Bankruptcy
Law" means any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law. 



        "Board
of Directors" means either the board of directors of the Company or of a Guarantor, as applicable, or any duly authorized committee of that board to which the powers of that board
have been lawfully delegated. 


        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, the principal financial officer of the Company or a Guarantor, any
other authorized officer of the Company or a Guarantor, or a person duly authorized by any of them, in each case as applicable, 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. Where any provision of this Indenture
refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities and the forms and terms thereof), such action may be taken by any committee,
officer or employee of the Company or a Guarantor, as applicable, authorized to take such action by the Board of Directors as evidenced by a Board Resolution. 


        "Business
Day", when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law,
executive order or regulation to close. 


        "CINS"
means CUSIP International Numbering System. 


        "Code"
means the United States Internal Revenue Code of 1986, as amended. 


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



        "Company
Request" or "Company Order" means, in the case of the Company, a written request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive
Officer, its Chief Financial Officer, its Chief Operating Officer, its President, any of its Vice Presidents or any other duly authorized officer of the Company or any person duly authorized by any of
them, and delivered to the Trustee and, in the case of a Guarantor, a written request or order signed in the name of such Guarantor by its Chairman of the Board, its Chief Executive Officer, its
President, any of its Vice Presidents or any other duly authorized officer of such Guarantor or any person duly authorized by any of them, and delivered to the Trustee. 



        "Corporate
Trust Office" means the office of the Trustee at its address specified in Section 1.6 or such other address as to which the Trustee may give notice to the Company. 


2







 



        "corporation"
includes corporations, companies, associations, partnerships, limited partnerships, limited liability companies, joint-stock companies and trusts. 



        "Covenant
Defeasance" has the meaning specified in Section 13.3. 


        "CUSIP"
means the Committee on Uniform Securities Identification Procedures. 


        "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 


        "Debt"
means any obligation created or assumed by any Person for the repayment of money borrowed and any purchase money obligation created or assumed by such Person and any guarantee of
the foregoing. 


        "Default"
means, with respect to a series of Securities, any event that is, or after notice or lapse of time or both would be, an Event of Default. 


        "Defaulted
Interest" has the meaning specified in Section 3.7. 


        "Definitive
Security" means a security other than a Global Security or a temporary Security. 


        "Depositary"
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1, until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person which is a Depositary hereunder, and if at any time there is more than one such Person, shall be a collective reference
to such Persons. 


        "Designated
Guarantor Senior Debt" shall have the meaning given to such term in any Board Resolution or indenture supplemental hereto. 


        "Designated
Senior Debt" shall have the meaning given to such term in any Board Resolution or indenture supplemental hereto. 



        "Dollar"
or "$" means the coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts. 


        "Event
of Default" has the meaning specified in Section 5.1. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "Foreign
Currency" means a currency used by the government of a country other than the United States of America. 



        "GAAP"
means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the indenture will be computed in conformity with GAAP. 


        "Global
Security" means a Security in global form that evidences all or part of a series of Securities and is authenticated and delivered to, and registered in the name of, the
Depositary for the Securities of such series or its nominee. 


        "Guarantor"
means each Person that becomes a guarantor of any Securities pursuant to the applicable provisions of this Indenture. 


        "Guarantor
Senior Debt" means, unless otherwise provided with respect to the Securities of a series as contemplated by Section 3.1, (a) all Debt of a Guarantor, whether
currently outstanding or 


3







 



hereafter
issued, unless, by the terms of the instrument creating or evidencing such Debt, it is provided that such Debt is not superior in right of
payment to the Securities Guarantee or to other Debt which is pari passu with or subordinated to the Securities Guarantee, and (b) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or securities, notes or other evidence of Debt issued in exchange for such Debt;  provided that in no event shall "Guarantor
Senior Debt" include (i) Debt of a Guarantor owed or owing to any Subsidiary of such Guarantor or any
officer, director or employee of such Guarantor or any Subsidiary of such Guarantor, (ii) Debt to trade creditors or (iii) any liability for taxes owed or owing by a Guarantor. 


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


        "Indenture"
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and
govern this instrument and any such supplemental indenture, respectively. The term "Indenture" also shall include the terms of particular series of Securities established as contemplated by
Section 3.1. 


        "interest",
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 


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



        "Judgment
Currency" has the meaning specified in Section 1.16. 


        "Legal
Defeasance" has the meaning specified in Section 13.2. 


        "mandatory
sinking fund payment" has the meaning specified in Section 12.1. 


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


        "Notice
of Default" means a written notice of the kind specified in Section 5.1(c) or Section 5.1(d). 


        "Officer's
Certificate" means, in the case of the Company, a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief
Operating Officer, the President, any Vice President or any other duly authorized officer of the Company, or a person duly authorized by any of them, and delivered to the Trustee and, in the case of a
Guarantor, a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any other duly authorized officer of such Guarantor, or a person duly
authorized by any of them, and delivered to the Trustee. 


        "Opinion
of Counsel" means a written opinion of counsel, who may be an employee of or counsel for the Company or a Guarantor, as the case may be, and who shall be reasonably acceptable
to the Trustee. 


        "optional
sinking fund payment" has the meaning specified in Section 12.1. 



        "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 5.2. 


4







 



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



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


        (b)   Securities
for whose payment or redemption 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, however, 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; 



        (c)   Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and 


        (d)   Securities,
except to the extent provided in Section 13.2 and Section 13.3, with respect to which the Company has effected Legal Defeasance or Covenant
Defeasance as provided in Article Thirteen, which Legal Defeasance or Covenant Defeasance then continues in effect; 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall
be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 5.2, (ii) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of
such currencies or currency units, determined in the manner provided as contemplated by Section 3.1 on the date of original issuance of such Security or by Section 1.15, if not otherwise
so provided pursuant to Section 3.1, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent (as so determined) on the date of original
issuance of such Security of the amount determined as provided in clause (i) above) of such Security, and (iii) Securities owned by the Company, any Guarantor or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned as
described in clause (iii) of the immediately preceding sentence 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 to act with respect to such Securities and that the pledgee is not the Company, a Guarantor or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor. 


        "Paying
Agent" means any Person authorized by the Company to pay the principal of and any premium or interest on any Securities on behalf of the Company. 


        "Periodic
Offering" means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest or
formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any,
with respect thereto, and any other terms specified as contemplated by Section 3.1 with respect thereto, are to be determined by the Company upon the issuance of such Securities. 


5







 



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


        "Place
of Payment", when used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect to such series as contemplated by
Section 3.1, the office or agency of the Company in the City of New York and such other place or places where, subject to the provisions of Section 10.2, the principal of and any premium
and interest on the Securities of that series are payable as contemplated by Section 3.1. 



        "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 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security. 


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



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


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by
Section 3.1. 


        "Required
Currency" has the meaning specified in Section 1.16. 


        "Responsible
Officer" when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers 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. 


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



        "Securities"
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 


        "Securities
Guarantee" means each guarantee of the obligations of the Company under this Indenture and the Securities by a Guarantor in accordance with the provisions hereof. 


        "Security
Register" and "Security Registrar" have the respective meanings specified in Section 3.5. 


        "Senior
Debt" means (a) all Debt of the Company, whether currently outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such Debt, it is  provided that such Debt is
not superior in right of payment to the Securities, and (b) any modifications, refunding, deferrals, renewals or
extensions of any such Debt or securities, notes or other evidence of Debt issued in exchange for such Debt; provided that in no event shall "Senior
Debt" include (i) Debt of the Company owed or owing to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary of the Company, (ii) Debt to
trade creditors or (iii) any liability for taxes owned or owing by the Company. 


        "Special
Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 


6







 



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


        "Subsidiary"
means (a) a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries or (b) any partnership or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall
at the time be so owned. For the purposes of this definition, "voting stock" means capital stock or equity interests which ordinarily have voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by reason of any contingency. 


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



        "Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed, except as provided in Section 9.5;  provided, however, that if the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 


        "U.S.
Person" shall have the meaning assigned to such term in Section 7701(a)(30) of the Code. 


        "U.S.
Government Obligations" means securities which are (a) direct obligations of the United States for the payment of which its full faith and credit is pledged, or
(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States, each of which are not callable or redeemable at the option of the issuer thereof. 


        "Vice
President", when used with respect to the Company, the Guarantor or the Trustee, means any vice president, regardless of whether designated by a number or a word or words added
before or after the title "vice president." 


Section 1.2.        Incorporation by Reference of Trust Indenture Act.


        Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following Trust Indenture
Act terms used in this Indenture have the following meanings: 




"commission"
means the SEC. 


"indenture
securities" means the Securities. 


"indenture
security holder" means a Holder. 


"indenture
to be qualified" means this Indenture. 


"indenture
trustee" or "institutional trustee" means the Trustee. 


"obligor"
on the indenture securities means the Company, the Guarantor (if applicable) or any other obligor on the indenture securities. 





        All
terms used in this Indenture that are defined by the Trust Indenture Act, defined by a Trust Indenture Act reference to another statute or defined by an SEC rule under the Trust
Indenture Act have the meanings so assigned to them. 


7







 

Section 1.3.        Compliance Certificates and Opinions.


        Upon
any application or request by the Company or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or such Guarantor, as the case may be,
shall furnish to the Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished
except as required under Section 314(c) of the Trust Indenture Act. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.5) shall
include: 



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



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


        (c)   a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as
to regardless of whether such covenant or condition has been complied with; and 


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




Section 1.4.        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 or a Guarantor 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 officers of the Company or the Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as the case may
be, unless such counsel knows 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 1.5.        Acts of Holders; Record Dates.



        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile or an electronic transmission,  provided that such electronic transmission is
transmitted 



8







 

through
the facilities of a Depositary) by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Company and, if applicable,
the Guarantors, 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 by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        (c)   The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person's holding of same, shall be proved by
the Security Register. 


        (d)   Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the
Company or, if applicable, the Guarantors in reliance thereon, regardless of whether notation of such action is made upon such Security. 


        (e)   Without
limiting the foregoing, a Holder entitled to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount. 



        (f)    The
Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other Act provided or permitted by this Indenture to be given or taken by Holders of Securities of such series, but the Company shall have
no obligation to do so. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to give or take the relevant action, regardless of whether such Holders remain Holders after such record date. 




Section 1.6.        Notices, Etc., to Trustee, Company and Guarantors.



        (a)   Any
notice or communication by the Company, any of the Guarantors or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others' address: 



9







 


If
to the Company and/or any Guarantor: 


c/o
VALENCE TECHNOLOGY, INC.

12201 Technology Boulevard, Suite 150

Austin, TX 78727

Facsimile: (512) 527-2910

Attention: Chief Executive Officer 


If
to the Trustee: 


________________________





        (b)   The
Company, the Guarantors or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 



        (c)   All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. 




Section 1.7.        Notice to Holders; Waiver.


        Where
this Indenture provides for notice to Holders of any event, 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 is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, regardless of whether such Holder actually receives such notice. 


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


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


Section 1.8.        Conflict with Trust Indenture Act.


        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter
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 1.9.        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. 


10







 



Section 1.10.        Successors and Assigns.


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



Section 1.11.        Separability Clause.


        In
case any provision in this Indenture or in the Securities or, if applicable, the Securities Guarantee 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 1.12.        Benefits of Indenture.


        Nothing
in this Indenture or in the Securities or, if applicable, the Securities Guarantee, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


Section 1.13.        Governing Law.


        THIS INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


Section 1.14.        Legal Holidays.


        In
any case where any Interest Payment Date, Redemption Date or Stated 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 the Securities or, if applicable, the Securities Guarantee (other than a provision of the Securities of any series or, if applicable, the Securities Guarantee that
specifically states that such provision shall apply in lieu of this Section 1.14)) payment of interest or principal and any premium 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 at the Stated Maturity,  provided
that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.
 


Section 1.15.        Securities in a Composite Currency, Currency Unit or Foreign Currency.


        Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section 3.1 of this Indenture with respect to a particular series of Securities, whenever for purposes
of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a coin, currency or currencies other than Dollars (including, but not limited to, any composite
currency, currency units or Foreign Currency), then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount
of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 1.15, the term "Market Exchange Rate" shall mean the noon Dollar buying rate in The
City of New York for cable transfers of such currency or currencies as published by the Federal Reserve Bank of New York, as of the most recent available date. If such Market Exchange Rate is not so
available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of
the most recent available date, or quotations or rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question, which for purposes of
euros shall be Brussels, Belgium, or such other quotations or rates of exchange as the Trustee shall deem appropriate. The provisions of 


11







 



this
paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by
Holders of Securities pursuant to the terms of this Indenture. 


        All
decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders. 


Section 1.16.        Payment in Required Currency; Judgment Currency.


        Each
of the Company and the Guarantors agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Banking Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Banking Day next
preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (regardless of whether entered in accordance with subclause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by
which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. 


Section 1.17.        Language of Notices, Etc.


        Any
request, demand, authorization, direction, notice, consent, waiver or Act 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. 


Section 1.18.        Incorporators, Shareholders, Officers and Directors of the Company and the Guarantors Exempt from Individual
Liability.


        No
recourse under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security or, if applicable, the Securities Guarantee, or for
any claim based thereon or otherwise in respect thereof, or in any Security or, if applicable, the Securities Guarantee, or because of the creation of any indebtedness represented thereby, shall be
had against any incorporator, shareholder, member, officer, manager or director, as such, past, present or future, of the Company, any Guarantor or any successor Person, either directly or through the
Company, any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly
understood that all such liability is hereby expressly waived and released as a condition of, and as a part of the consideration for, the execution of this Indenture and the issue of the Securities. 


12







 
 
 

ARTICLE TWO
  SECURITY FORMS


Section 2.1.        Forms Generally.


        The
Securities of each series and, if applicable, the notation thereon relating to the Securities Guarantee, shall be in substantially the form set forth in this Article Two, or in such
other form or 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 and, if applicable, the Securities
Guarantee, as evidenced by their execution thereof. 


        The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities. 


        The
forms of Global Securities of any series shall have such provisions and legends as are customary for Securities of such series in global form, including without limitation any legend
required by the Depositary for the Securities of such series. 


Section 2.2.        Form of Face of Security.


[If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . . . . . ., 20. . . [AND] [,] THE
YIELD TO MATURITY IS. . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD
THEREFOR IS . . . . .]] 


[Insert
any other legend required by the Code or the regulations thereunder.] 


[If a Global Security,—insert legend required by Section 2.4 of the Indenture]
[If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.] 


13








  




VALENCE TECHNOLOGY, INC. 


[TITLE
OF SECURITY] 



	No . . . . . . .	 	U.S. $. . . . . .





[CUSIP
No.  ] 


VALENCE
TECHNOLOGY, INC., a company duly incorporated under the laws of the State of Delaware (herein called the "Company", which term includes any successor or resulting Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to ........... . . . . . . . . . . . . . . . . . . . . ., or registered assigns, the principal sum of . . . .
................................................. United States Dollars on ........................................ [If the Security is to bear interest prior to
Maturity, insert—, and to pay interest thereon from . . . . . . . . . . or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on . . . . . . and . . . . . . in each year, commencing . . . . . ., at the rate of . . . . % per annum, until the principal hereof is paid or made available
for payment [if applicable, insert—, and at the rate of    % per annum on any overdue principal and premium and on
any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the. . . . or . . . . (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. 


[If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of . .
.. . % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate
of . . . . % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest
has been made or duly provided for, and such interest shall also be payable on demand.] 


[If a Global Security, insert—Payment of the principal of (and premium, if any) and [if
applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account
in                        
designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other
currency].] 


[If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if
applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in
                        , in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts] [state other
currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided 


14







 



in
the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices
of              in              , or at such other offices or agencies as the
Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar]
account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least    days prior to
the payment date)] [if applicable, insert—; provided,  however, that payment of interest may be made at
the option of the Company by [United States Dollar] [state other
currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a
[United States Dollar][state other currency] account maintained by the payee with a bank in The City of New York [state other Place of
Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment
Date)].] 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 


        Dated:




	 	 	VALENCE TECHNOLOGY, INC.
	

 	
 	
By:	



    






Section 2.3.        Form of Reverse of Security.


This
Security is one of a duly authorized issue of subordinated securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as
of                            , 20    (herein called the "Indenture"), between the Company,
 the Guarantors and                        , as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement, of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $ . . . . . . . . . . ]. 


This
security is the general, unsecured, subordinated obligation of the Company [if applicable, insert—and is guaranteed
pursuant to a guarantee (the "Securities Guarantee") by [insert name of each Guarantor] (the "Guarantors"). The Securities
Guarantee is the general, unsecured, subordinated obligation of each Guarantor.] 


[If applicable, insert—The Securities of this series are subject to redemption upon not less than ... days' notice by mail,
[if applicable, insert,—(1) on . . . . . . . . . . . . . . in any year commencing with the year . . . . and ending with the year
.. . . . through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after . . . . . . . . .
.., 20. . . ], 


15







 



as
a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before . . . . . . . . . .
.. . . . . , . . . . . %, and if redeemed] during the 12-month period beginning . . . . . . . . of the years indicated, 



	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 






and
thereafter at a Redemption Price equal to . . . . . % of the principal amount, together in the case of any such redemption [if applicable,
insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant
record dates referred to on the face hereof, all as provided in the Indenture.] 


[If applicable, insert—The Securities of this series are subject to redemption upon not less than ... nor more than ... days'
notice by mail, (1) on . . . . . . . . in any year commencing with the year . . . . and ending with the year . . . . through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after . . . . . . . . . . ], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below:
If redeemed during the 12-month period beginning . . . . . . . . . . . . . . of the years indicated, 



	Year	 	Redemption Price For

Redemption Through

Operation of the Sinking Fund	 	Redemption Price for

Redemption Otherwise Than

Through Operation of the

Sinking Fund
	 	 	 	 	 
	    	 	 	 	 
	    	 	 	 	 
	    	 	 	 	 
	    	 	 	 	 






and
thereafter at a Redemption Price equal to . . . . % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] 


[If applicable, insert—Notwithstanding the foregoing, the Company may not, prior to . . . . . . . . . ., redeem any Securities
of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than . . . . % per annum.] 


[If applicable, insert—The sinking fund for this series provides for the redemption on . . . . . . . . . . . . in each year
beginning with the year . . . . and ending with the year . . . . of [not less than] $ . . . . . . . . . . . . [("mandatory sinking fund") and not more than $ . . .
.. . . . . . . . . ] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than 


16







 



through
[mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made
[If applicable, insert—in the inverse order in which they become due].] 


[If the Securities are subject to redemption in part of any kind, insert—In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 



[If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] 


[If the Security is not an Original Issue Discount Security,—If an Event of
Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.] 


[If the Security is an Original Issue Discount Security,—If an Event of Default
with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [If
applicable, insert—and the Guarantors] and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company [If applicable, insert—and the Guarantors] and the Trustee with the consent of the Holders of a majority
in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company [If applicable, insert—and the
Guarantors]with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
regardless of whether notation of such consent or waiver is made upon this Security. 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. 


[If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this
series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive
Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] 


[If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in
[if applicable, insert—any place where the principal of and any premium and interest on this Security are payable]
[if applicable, insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices
of                        in                 
       
or at such other offices or 


17







 



agencies
as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.] 


The
Securities of this series are issuable only in registered form without coupons in denominations of U.S. $ . . . . . . . . and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 


No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. 


Prior
to due presentment of this Security for registration of transfer, the Company, [If applicable, insert—any
Guarantor,] the Trustee and any agent of the Company [If applicable, insert—, a Guarantor] or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue, and none of the Company,
[If applicable, insert—the Guarantors,] the Trustee nor any such agent shall be affected by notice to the contrary. 


This
Security is subordinated in right of payment to Senior Debt [If applicable, insert-and the Securities Guarantee is subordinated in
right of payment to Guarantor Senior Debt], to the extent and in the manner provided in the Indenture. 


No
recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, [If applicable,
insert—, or the Securities Guarantee endorsed thereon,] or for any claim based thereon or otherwise in respect thereof, or in any Security
[If applicable, insert—or in the Securities Guarantee], or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, shareholder, member, officer, manager or director, as such, past, present or future, of the Company [If applicable,
insert—or any Guarantor] or of any successor Person, either directly or through the Company [If applicable,
insert—or any Guarantor] or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the Indenture. 


The
Indenture provides that the Company [If applicable, insert—and the Guarantors] (a) will be discharged
from any and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company [If applicable, insert—or a Guarantor] deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount
sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. 


Except
as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


[If a Definitive Security, insert as a separate page— 


18







 

FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 


_____________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee) 


the
within instrument of VALENCE TECHNOLOGY, INC. and does hereby irrevocably constitute and
appoint                        Attorney to transfer said instrument on the books of the within-named
Company, with full power of substitution in the premises. 


Please
Insert Social Security or Other Identifying Number of Assignee: 



	    
	 	    

	

Dated:	
 	

    
	
 	

    
 (Signature)





NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.] 


[If a Security to which Article Fourteen has been made applicable, insert the following Form of Notation on such Security relating to the Securities
Guarantee— 


Each
of the Guarantors (which term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities of this series and all other amounts due and
payable under the Indenture and the Securities of this series by the Company. 


The
obligations of the Guarantors to the Holders of Securities of this series and to the Trustee pursuant to the Securities Guarantee and the Indenture are expressly set forth in Article Fourteen of
the Indenture and reference is hereby made to the Indenture for the precise terms of the Securities Guarantee. 



	 	 	GUARANTORS:
	

 	
 	

[NAME OF EACH GUARANTOR]
	

 	
 	
By:	

    

	 	 	 	                                        
                                          
       ]
	 	 	 	






Section 2.4.        Global Securities.


        Every
Global Security authenticated and delivered hereunder shall bear a legend 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 DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



19







 

EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.




        If
Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section 3.1, then, notwithstanding
clause (i) of Section 3.1 and the provisions of Section 3.2, any Global 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 from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of
Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the
provisions of Section 3.3, Section 3.4 and Section 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order
(which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel). 


        The
provisions of the last sentence of Section 3.3 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.3. 


Section 2.5.        Form of Trustee's Certificate of Authentication.


        The
Trustee's certificate(s) of authentication shall be in substantially the following form: 



This
is one of the Securities of the series designated [insert title of applicable series] referred to in the within-mentioned
Indenture. 



	 	 	 	 	,	 
	 	 	
 as Trustee	 





	

 	
 	

By:	

    
 Authorized Officer




 
 

ARTICLE THREE
  THE SECURITIES


Section 3.1.        Amount Unlimited; Issuable in Series.


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



        The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth, 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, 


20







 



        (a)   the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities and which may be part of a series of Securities
previously issued); 


        (b)   any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, Section 3.5, Section 3.6,
Section 9.6 or Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); 



        (c)   the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest; 


        (d)   the
date or dates on which the principal of the Securities of the series is payable or the method of determination thereof; 


        (e)   the
rate or rates at which the Securities of the series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are
determined, the date or dates from which such interest shall accrue or the method of determination thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record
Date for the interest payable on any Interest Payment Date; 


        (f)    the
place or places where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the series shall be payable,
Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served; 


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


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


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


        (j)    whether
payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or
governmental charges paid by Holders of the series; 


        (k)   if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.2; 


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


        (m)  if
and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the
Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in 



21







 




Section 3.5
in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global
Security or a nominee thereof and in which any such transfer may be registered; 


        (n)   any
deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with
respect to the Securities of such series; 


        (o)   whether
and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any
tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts; 


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



        (q)   if
the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities
of another Person held by the Company or its Affiliates and, if so, the terms thereof; 


        (r)   if
other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of
the series; 


        (s)   if
other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent; 



        (t)    whether
the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article Fourteen, any modifications to the terms of Article
Fourteen applicable to the Securities of such series and the applicability of any other guarantees; and 


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




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. 


        All
Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the
aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such
series. 


        If
any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth, or
providing the manner for determining, the terms of the series. 


        With
respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer's Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or
one or more agents thereof designated in an Officer's Certificate, in accordance with a Company Order. 


22









  





Section 3.2.        Denominations.



        The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence of
any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 


Section 3.3.        Execution, Authentication, Delivery and Dating.


        The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice
Presidents and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Any Securities Guarantee endorsed on the Securities shall be executed on
behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. 


        Securities
and any Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or a Guarantor, as the case may
be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such series. If the forms or terms of the Securities of the series have been established in or pursuant to one or more Board
Resolutions as permitted by Section 2.1 and Section 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive such documents as it
may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating, 



        (a)   if
the form or forms of such Securities has been established in or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been
established in conformity with the provisions of this Indenture; 


        (b)   if
the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in or pursuant to a Board
Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions
of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 



        (c)   that
such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Guarantors, enforceable in accordance with their terms, subject to the following
limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the
enforcement of 



23







 




creditors'
rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and
(iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. 




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



        Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officer's Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be
issued. 


        With
respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, on the form or forms and
terms thereof and
the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section,
as applicable, in connection with the first authentication of Securities of such series. 


        Each
Security shall be dated the date of its authentication. 


        No
Security, nor any Securities Guarantee endorsed thereon, shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation
as provided in Section 3.9 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 3.4.        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
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which they are issued 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. 


        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 and tenor 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. 


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Section 3.5.        Registration, Registration of Transfer and Exchange.


        The
Company shall cause to be kept at the office or agency of the Company in [the Borough of Manhattan, the City of New York]or in any other office or agency of
the Company in a Place of Payment required by Section 10.2 a register (the register maintained in such office 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 appointed as the initial "Security
Registrar" for the purpose of registering Securities and transfers of Securities as herein provided, and its corporate trust office in New York City, which, at the date hereof, is located at
                        , is the initial office or agency [in the Borough of Manhattan] where the Securities Register will be
maintained. The Company may at any time replace such
Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the
location of such office or agency. 


        Upon
surrender for registration of transfer of any Security of any series at the office or agency maintained pursuant to Section 10.2 for such purpose, the Company and, if
applicable, the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, with an endorsement of
the Securities Guarantee, if applicable, executed by the Guarantors, of the same series and tenor, of any authorized denominations and of a like aggregate principal amount. 


        At
the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and tenor, 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 and, if
applicable, the Guarantors shall execute and the Trustee shall authenticate and deliver, the Securities, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors,
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 and, if applicable, the Guarantors evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 



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


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, Section 9.6 or Section 11.7 not
involving any transfer. 


        The
Company shall not be required (a) 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 mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing,
or (b) 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. 


        Notwithstanding
any other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as contemplated by Section 3.1, a
Global Security representing all or a portion of the Securities of a series may not be transferred, except as a whole by 


25







 



the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary. Every Security authenticated and delivered upon registration of, transfer of, or in exchange for or in lieu of, a
Global Security shall be a Global Security except as provided in the two paragraphs immediately following. 


        If
at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such Securities or if at any time the Depositary for such Securities shall no longer be eligible to continue as Depositary under Section 3.1 or ceases to be a clearing agency registered
under the Exchange Act, the Company shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 3.1 that such Securities be represented by one or more
Global Securities shall no longer be effective and the Company and, if applicable, the Guarantors will execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of
Definitive Securities of such series, will authenticate and deliver, Securities, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of such series in
definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such
Securities in exchange for such Global Security or Securities registered in the names of such Persons as the Depositary shall direct. 



        The
Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a
Global Security or Securities. In such event, the Company and, if applicable, the Guarantors will execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of the
Definitive
Securities of such series, will authenticate and deliver, Securities, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of such series in definitive
registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in
exchange for such Global Security or Securities registered in the names of such Persons as the Depositary shall direct. 



        If
specified by the Company pursuant to Section 3.1 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company and, if applicable, the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities in definitive registered
form, shall authenticate and deliver, without service charge, 



        (a)   to
the Person specified by such Depositary a new Security or Securities, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of
the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global
Security; and 


        (b)   to
such Depositary a new Global Security, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (a) above. 



26







 





        Every
Person who takes or holds any beneficial interest in a Global Security agrees that: 



        (a)   the
Company, the Guarantors (if applicable) and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of
such Person; 


        (b)   such
Person's rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such
Person and the Depositary and/or direct and indirect participants of the Depositary; 


        (c)   the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest
on the Global Securities to, such Persons in accordance with their own procedures; and 


        (d)   none
of the Company, the Guarantors (if applicable), the Trustee, nor any agent of any of them will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 




Section 3.6.        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, the Guarantors (if applicable) or
the Trustee to save each of them and any agent of any of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security, with an
endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


        If
there shall be delivered to the Company, the Guarantors (if applicable) and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and
(b) 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 the Trustee that such
Security has been acquired by a bona fide purchaser, the Company and, if applicable, the Guarantors shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security, with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 


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



        Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company and, if applicable, the Guarantors, regardless of whether the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 


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


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Section 3.7.    Payment of Interest; Interest Rights Preserved.


        Except
as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest. 


        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 (herein called "Defaulted Interest") 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 may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below: 



        (a)   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 equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall 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 mailed, first-class postage prepaid, to each Holder of Securities of such
series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names 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 clause (b). 



        (b)   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. 




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


Section 3.8.    Persons Deemed Owners.


        Except
as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and, if applicable, the Guarantors and any agent thereof 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 any premium and (subject to Section 3.5 and Section 3.7) any interest on such Security and for all 


28







 



other
purposes whatsoever, regardless of whether such Security be overdue, and none of the Company, the Trustee nor, if applicable, the Guarantors nor any agent of any of them shall be affected by
notice to the contrary. 


        No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee, and, if applicable, the Guarantors and any agent of thereof as the owner of such Global Security for all purposes whatsoever. 


Section 3.9.    Cancellation.


        All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of in accordance with its customary
practices, and the Trustee shall thereafter deliver to the Company a certificate with respect to such disposition from time to time upon written request. 


Section 3.10.    Computation of Interest.


        Except
as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year of
twelve 30-day months. 


Section 3.11.    CUSIP or CINS Numbers.


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


 
 

ARTICLE FOUR
  SATISFACTION AND DISCHARGE    
    


Section 4.1.        Satisfaction and Discharge of Indenture.


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



        (a)   either




          (i)  all
such Securities theretofore authenticated and delivered (other than (A) such Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6, and (B) such Securities for whose payment money has theretofore 




29







 


been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to
the Trustee for cancellation; or 


         (ii)  all
such Securities not theretofore delivered to the Trustee for cancellation 



        (A)  have
become due and payable, or 


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


        (C)  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 (A), (B) or (C) above, has 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 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, together with instructions from the Company irrevocably directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; 




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


        (c)   the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, which, taken together, state that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with. 




Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section, the obligations of the Company and the Trustee under Section 4.2, Section 6.6 and Section 10.2 and the
last paragraph of Section 10.3 shall survive. 


Section 4.2.    Application of Trust Money.


        Subject
to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 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 any premium and interest for whose payment such money has been deposited with the Trustee. 


 
 

ARTICLE FIVE
  REMEDIES    
    


Section 5.1.    Events of Default.


        "Event
of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it
shall be 


30







 



voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 



        (a)   default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days
(regardless of whether such payment is prohibited by the provisions of Article Fifteen hereof); or 


        (b)   default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (regardless of whether such payment is prohibited by the
provisions of Article Fifteen hereof); or 


        (c)   default
in the performance, or breach, of any covenant set forth in Article Ten in this Indenture (other than a covenant a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or 


        (d)   default
in the performance, or breach, of any covenant in this Indenture (other than a covenant in Article Ten or any other covenant a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 180 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or 


        (e)   the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of any order for relief
against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the
benefit of its creditors; or 


        (f)    a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case,
(ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company; and the order or decree remains unstayed and in
effect for 60 consecutive days; or 


        (g)   default
in the deposit of any sinking fund payment when due; or 


        (h)   any
other Event of Default provided with respect to Securities of that series in accordance with Section 3.1. 




Section 5.2.    Acceleration of Maturity; Rescission and Annulment.


        If
an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of a specified
percentage in aggregate 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,
such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Notwithstanding the foregoing, if an Event
of Default specified in clause (e) or (f) of 


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Section 5.1
occurs, the Securities of any series at the time Outstanding shall be due and payable immediately without further action or notice. 



        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 Five 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 or, if applicable, one or more of the Guarantors has paid or deposited with the Trustee a sum sufficient to pay: 



          (i)  all
overdue interest on all Securities of that series, 


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


        (iii)  to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 



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




        (b)   all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 




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


Section 5.3.        Collection of Indebtedness and Suits for Enforcement by Trustee.


        The
Company covenants that if: 



        (a)   default
is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of
30 days (regardless of whether such payment is prohibited by the provisions of Article Fifteen hereof), or 



        (b)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (regardless of whether such payment is prohibited by the
provisions of Article Fifteen hereof), 




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 any premium and
interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any premium 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 and 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, if applicable, the Guarantors 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, if applicable, the Guarantors or any other obligor
upon such Securities, wherever situated. 


32







 



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


Section 5.4.    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, if applicable, any Guarantor or any other obligor upon the Securities, their property 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 or, if applicable, the Guarantors for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 



        (a)   to
file and prove a claim for the whole amount of principal (and premium, if any) and interest 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 


        (b)   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, if 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 6.7. 



        No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, compromise,
arrangement, adjustment or composition affecting the Securities or, if applicable, the Securities Guarantee 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; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. 



Section 5.5.        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 as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered. 


Section 5.6.    Application of Money Collected.


        Any
money collected by the Trustee pursuant to this Article Five 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 


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account
of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 



        FIRST:
To the payment of all amounts due the Trustee under Section 6.7; 


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


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




Section 5.7.        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 (including, if applicable, the Securities
Guarantee), or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 



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


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


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



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


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




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 


Section 5.8.        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
any premium and (subject to Section 3.5 and Section 3.7) interest on such Security on the Stated Maturity or 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 5.9.        Restoration of Rights and Remedies.


        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and 


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remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 


Section 5.10.        Rights and Remedies Cumulative.


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


Section 5.11.        Delay or Omission Not Waiver.


        To
fullest extent permitted by applicable law, no delay or omission of the Trustee or of any Holder of any Securities 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 Five 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 5.12.        Control by Holders.


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



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


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


        (c)   subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine
that the proceeding so directed would involve the Trustee in personal liability. 




Section 5.13.        Waiver of Past Defaults.


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



        (a)   a
continuing default in the payment of the principal of or any premium or interest on any Security of such series, or 


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




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


Section 5.14.        Undertaking for Costs.


        All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement 


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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, other than the Trustee, in
such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 


Section 5.15.        Waiver of Stay or Extension Laws.


        Each
of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (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 6.1.        Certain Duties and Responsibilities.



        (a)   Except
during the continuance of an Event of Default, 



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


         (ii)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether they conform to the requirements of this Indenture. 




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


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



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


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




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        (iii)  the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series, given pursuant to Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 


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




        (d)   Regardless
of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section. 




Section 6.2.        Notice of Defaults.


        Within
90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived;  provided, however, that, except in the case of a Default in the payment of the principal of or any
premium or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee may withhold from Holders of Securities
notice of any continuing Default or Event of Default if the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such series; and,  provided, further, that in the case of any Default of the character specified in Section 5.1(c)
with respect to Securities of such series, no such notice to Holders shall be given until at least 90 days after the occurrence thereof and that in the case of any Default of the character
specified in Section 5.1(d) with respect to Securities of such series, no such notice to Holders shall be given until at least 180 days after the occurrence thereof. 



Section 6.3.        Certain Rights of Trustee.


        Subject
to the provisions of Section 6.1: 



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


        (b)   any
request or direction of the Company or a Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any
Security to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution; 


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



37







 




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



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


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


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


        (h)   the
Trustee may request that the Company and, if applicable, the Guarantors 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 and not superseded; and 


        (i)    the
Trustee shall be entitled to the rights and protections afforded to the Trustee pursuant to this Article Six in acting as a Paying Agent or Security Registrar
hereunder. 




Section 6.4.        Not Responsible for Recitals or Issuance of Securities.


        The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company or, if applicable, the
Guarantors, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes any representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 



Section 6.5.        May Hold Securities.


        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or, if applicable, any Guarantor, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act and Section 6.8, Section 6.9 and Section 6.13, may
otherwise deal with the Company or, if applicable, the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 



Section 6.6.        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 or, if applicable, one or more of the Guarantors. 


38









  





Section 6.7.        Compensation and Reimbursement.


        The
Company agrees: 



        (a)   to
pay to the Trustee from time to time reasonable compensation 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); 


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


        (c)   to
indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 




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


        Without
limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to
constitute expenses of administration under any applicable Bankruptcy Law. 


        The
provisions of this Section 6.7 shall survive the satisfaction and discharge of this Indenture and the Legal Defeasance of the Securities. 


Section 6.8.        Disqualification; Conflicting Interests.


        Reference
is made to Section 310(b) of the Trust Indenture Act. There shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture
with respect to the Securities of more than one series. 


Section 6.9.        Corporate Trustee Required; Eligibility.


        There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
The Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article Six. 


39








 



Section 6.10.        Resignation and Removal; Appointment of Successor.



        (a)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 6.11. 


        (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 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


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


        (d)   If
at any time: 



          (i)  the
Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act 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 


         (ii)  the
Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or 


        (iii)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company
by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder 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 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) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, 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. 



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        (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
Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.7. 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
6.11.        Acceptance of Appointment by Successor.



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


        (b)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantors (if
applicable), 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 (i) 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, (ii) 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 (iii) 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, any Guarantor (if applicable) or any successor Trustee, 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. 



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


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



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Section 6.12.        Merger, Conversion, Consolidation or Succession to Business.


        Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six, 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. 


Section 6.13.        Preferential Collection of Claims Against Company.


        Reference
is made to Section 311 of the Trust Indenture Act. For purposes of Section 311(b) of the Trust Indenture Act, 



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


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




Section 6.14.        Appointment of Authenticating Agent.


        The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 


42







 



        Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of 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 and, if applicable, the Guarantors. 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 and, if applicable, the Guarantors. 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, if applicable, the Guarantors and shall mail written notice of such appointment by first-class mail, postage prepaid, to
all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. 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. 


        Except
with respect to an Authenticating Agent appointed at the request of the Company or, if applicable, the Guarantors, the Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed by the Company or, if applicable, the Guarantors for such payments,
subject to the provisions of Section 6.7. 


        If
an appointment with respect to one or more series is made pursuant to this Section 6.14, 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: 


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



	 	 	[                                        
                                          
    ],
	 	 	
 As Trustee
	

 	
 	

By:	



    
 As Authenticating Agent
	

 	
 	

By:	



    
 Authorized Officer




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ARTICLE SEVEN
  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 7.1.        Company to Furnish Trustee Names and Addresses of Holders.


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



        (a)   semi-annually,
not more than 15 days after each Regular Record Date for a series of Securities, a list for such series of Securities, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date, and 



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




Section 7.2.        Preservation of Information; Communications to Holders.



        (a)   The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished. 


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



          (i)  afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.2(a), or 


         (ii)  inform
such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee in accordance
with Section 7.2(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application. 




        If
the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a) a copy of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the SEC, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the SEC, after
opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the SEC shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, 



44







 

the
Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application. 


        (c)   Every
Holder of Securities, by receiving and holding the same, agrees with the Company, the Guarantors (if applicable) and the Trustee that none of the Company, the
Guarantors (if applicable) nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in
accordance with Section 7.2(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.2(b). 




Section 7.3.        Reports by Trustee.


        Any
Trustee's report required pursuant to Section 313(a) of the Trust Indenture Act shall be dated as of                        ,
and shall be transmitted within 60 days after
            of each year (but in all events at intervals of not more than 12 months), commencing with the year 200    , by mail to all Holders, as their names and
addresses appear
in the Security Register. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the
SEC and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 


Section 7.4.        Reports by Company.


        The
Company shall: 



        (a)   file
with the Trustee, within 15 days after the Company files the same with the SEC, 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 SEC may from time to time by rules and regulations prescribe) which the Company may be required to file with the SEC 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 said Sections, then it shall file with
the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and
regulations; 


        (b)   file
with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, 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 


        (c)   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, such
summaries of any information, documents and reports required to be filed by the Company pursuant to clauses (a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the SEC. 



45







 
 
 

ARTICLE EIGHT
  CONSOLIDATION, AMALGAMATION, MERGER AND SALE


Section 8.1.        Company May Consolidate, Etc., Only on Certain Terms.


        The
Company shall not consolidate or merge with or into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of
the Company and, if applicable, the Guarantors on a consolidated basis to any other Person unless: 



        (a)   either:
(i) the Company is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation, amalgamation or merger or resulting
from such conversion (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited
partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 


        (b)   the
Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the
Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Securities will be added to this Indenture by
agreements reasonably satisfactory to the Trustee; 


        (c)   immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and 


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




Section 8.2.         Successor Substituted.


        Upon
any consolidation or merger of the Company with or into any other Person or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the properties
and assets of the Company and, if applicable, the Guarantors on a consolidated basis in accordance with Section 8.1, the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company and each of the Guarantors shall be relieved of all obligations and covenants under this Indenture and the Securities. 


 
 

ARTICLE NINE
  AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.1.        Without Consent of Holders.


        The
Company, the Guarantors and the Trustee may amend or supplement this indenture, the Securities Guarantees or the Securities without the consent of any holder of a Security: 



        (a)   to
cure any ambiguity or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or 



46







 

        (b)   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, to the extent
applicable, to the Securities; or 


        (c)   to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in
Section 163(f)(2)(B) of the Code; or 


        (d)   to
add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any
such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series; or 


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


        (f)    to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of
the Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company and
to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or 


        (g)   to
make any change to any provision of this Indenture that does not adversely affect the rights or interests of any Holder of Securities; or 



        (h)   provide
for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the date of this Indenture; or 


        (i)    to
add any additional Defaults or Events of Default in respect of all or any series of Securities; or 


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



        (k)   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 that is entitled to the benefit of such provision; or 


        (l)    to
establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1, including to reopen any series of any Securities as
permitted under Section 3.1; or 


        (m)  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 



47







 




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 6.11(b); or 


        (n)   to
conform the text of the indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt
securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular to the extent that such provision was intended to be a verbatim recreation of a provision
of the indenture (and/or any supplemental indenture) or any debt securities issued thereunder; or 


        (o)   to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust
Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act. 




        Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, the Trustee is hereby
authorized to join with the Company and any Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and
to accept the conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects
the Trustee's own rights, duties or immunities under this Indenture or otherwise. 


Section 9.2.        With Consent of Holders.


        The
Company and the Trustee may amend or supplement this Indenture, the Securities Guarantees and the Securities with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event
of Default or compliance with any provision of this Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a
majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities). 


        Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof,
the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 


        It
is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient
if such consent approves the substance of the proposed amendment or waiver. 


        After
an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision
of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in 


48







 



aggregate
principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with
respect to any Securities held by a non-consenting Holder): 



        (a)   change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 


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


        (c)   modify
any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section 10.6, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby,  provided, however, that this clause (c) shall not be deemed to require the consent of any Holder
with respect to changes in the references to "the Trustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and
Section 9.1(i); or 



        (d)   waive
a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities
shall not be deemed a redemption of the Securities; or 


        (e)   release
any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as
supplemented by any supplemental indenture); or 


        (f)    make
any change in the foregoing amendment and waiver provisions. 




        A
supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular
series of Securities, or that modifies the rights of 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. 


        It
shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof. 


Section 9.3.        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, and (subject to Section 6.1) 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 or immunities
under this Indenture or otherwise. 


49







 



Section 9.4.        Effect of Supplemental Indentures.


        Upon
the execution of any supplemental indenture under this Article Nine, 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 9.5.        Conformity with Trust Indenture Act.


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


Section 9.6.        Reference in Securities to Supplemental Indentures.


        Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine 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. 


 
 

ARTICLE TEN
  COVENANTS


Section 10.1.        Payment of Principal, Premium and Interest.


        The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. 


Section 10.2.        Maintenance of Office or Agency.


        The
Company will maintain in [the Borough of Manhattan, The City of New York], an office or agency (which may be an office of the Trustee or Registrar or agent of
the Trustee or Registrar) where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of 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 [the Borough of Manhattan, The City of New York] for such purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency. 


        Except
as otherwise specified with respect to a series of Securities as contemplated by Section 3.1, the Company hereby initially designates the office of the Trustee located at
                        , as the Company's office or agency for each such purpose for each series of Securities. 


50







 



Section 10.3.        Money for Securities Payments to Be Held in Trust.


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


        Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of and any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act. For purposes of this Section 10.3, should a due date for principal of and any premium or interest on, or sinking fund payment with respect to any
series of Securities not be on a Business Day, such payment shall be due on the next Business Day without any interest for the period from the due date until such Business Day. 


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



        (a)   hold
all sums held by it for the payment of the principal of and any premium or interest on Securities of that 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; 



        (b)   give
the Trustee notice of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal and any premium
or interest on the Securities of that series; and 


        (c)   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 and, if applicable, the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


        Subject
to any applicable escheat or abandoned property laws, 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 any premium or interest on any Security of any series and remaining unclaimed for one year after such principal and any premium 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;  provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in
[the Borough of Manhattan, The City of New York], notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 


51







 



Section 10.4.        Existence.


        Subject
to Article Eight, the Company and, if any Securities of a series to which Article Fourteen has been made applicable are Outstanding, each Guarantor will do or cause to be done
all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided,  however, that
the Company and, if applicable, each Guarantor shall not be required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or such Guarantor, as the case may be. 


Section 10.5.        Statement by Officers as to Default.


        Annually,
within 150 days after the close of each fiscal year beginning with the first fiscal year during which one or more series of Securities are Outstanding, the Company and,
if any Securities of a series to which Article Fourteen has been made applicable are Outstanding, each Guarantor will deliver to the Trustee a brief certificate (which need not include the statements
set forth in Section 1.3) from the principal executive officer, principal financial officer or principal accounting officer of the Company and, if applicable, such Guarantor as to his or her
knowledge of the Company's or such Guarantor's, as the case may be, compliance (without regard to any period of grace or requirement of notice provided herein) with all conditions and covenants under
the Indenture and, if the Company or such Guarantor, as the case may be, shall be in Default, specifying all such Defaults and the nature and status thereof of which such officer has knowledge. 


Section 10.6.        Additional Amounts.


        If
the Securities of a series provide for the payment of additional amounts (as provided in Section 3.1(o)), at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been a change
with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent, if other than the Trustee, an Officer's
Certificate instructing the Trustee and such Paying Agent whether such payment of principal of, premium, if any, or interest on the Securities of that series shall be made to holders of the Securities
of that series without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction
shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such holders and shall certify the fact that
additional amounts will be payable and the amounts so payable to each holder, and the Company shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by this Section.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.6. 



        Whenever
in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any
series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto 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 provision hereof
shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made. 


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ARTICLE ELEVEN
  REDEMPTION OF SECURITIES


Section 11.1.        Applicability of Article.


        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 3.1 for Securities of any series) in accordance with this Article Eleven. 


Section 11.2.        Election to Redeem; Notice to Trustee.


        The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of
any series, the Company shall, at least 15 days prior to the last date for the giving of notice of such redemption (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, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption
of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of
the Company that is subject to a condition specified in the terms of the Securities of the series to be redeemed, the Company shall furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction or condition. 


Section 11.3.        Selection by Trustee of Securities to Be Redeemed.


        If
less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to
be redeemed shall be selected not more than 45 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 (equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 



        The
Trustee shall promptly notify the Company 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. If the Securities of any series to be redeemed consist of Securities having different dates on which the principal is payable or different rates of interest, or
different methods by which interest may be determined or have any other different tenor or terms, then the Company may, by written notice to the Trustee, direct that the Securities of such series to
be redeemed shall be selected from among the groups of such Securities having specified tenor or terms and the Trustee shall thereafter select the particular Securities to be redeemed in the manner
set forth in the preceding paragraph from among the group of such Securities so specified. 



        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 Securities redeemed or
to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 


Section 11.4.        Notice of Redemption.


        Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register. 


        All
notices of redemption shall state: 



        (a)   the
Redemption Date, 



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        (b)   the
Redemption Price, or if not then ascertainable, the manner of calculation thereof, 



        (c)   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, 


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


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


        (f)    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. 


Section 11.5.        Deposit of Redemption Price.


        Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date. 


Section 11.6.        Securities Payable on Redemption Date.


        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. 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 to the Redemption Date;  provided, however, that unless otherwise specified with respect to Securities of any series as
contemplated in Section 3.1, installments of interest 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 3.7. 



        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 prescribed therefor in the Security. 


Section 11.7.         Securities Redeemed in Part.


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


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ARTICLE TWELVE
  SINKING FUNDS


Section 12.1.        Applicability of Article.


        The
provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by
Section 3.1 for Securities of such series. 


        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series. 


Section 12.2.        Satisfaction of Sinking Fund Payments with Securities.


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


Section 12.3.        Redemption of Securities for Sinking Fund.


        Not
less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), 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 and crediting Securities of that series pursuant to Section 12.2 and stating the basis for
such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.6 and Section 11.7. 


 
 

ARTICLE THIRTEEN
  DEFEASANCE


Section 13.1.        Option to Effect Legal Defeasance or Covenant Defeasance.


        The
Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, and at any time, elect to have either Section 13.2 or
Section 13.3 hereof be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article Thirteen. 


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Section 13.2.        Legal Defeasance and Discharge.


        Upon
the Company's exercise under Section 13.1 hereof of the option applicable to this Section 13.2, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Securities (including the Securities
Guarantees) on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Debt represented by the outstanding Securities (including the Securities Guarantees), which will thereafter be deemed to be "outstanding" only for the purposes of
Section 13.5 hereof and the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Securities, the
Securities Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder: 



        (a)   the
rights of Holders of Outstanding Securities to receive payments in respect of the principal of, or interest or premium, if any, on such Securities when such payments
are due from the trust referred to in Section 13.4 hereof; 


        (b)   the
Company's obligations with respect to such Securities under Section 3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3
hereof; 


        (c)   the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's and the Guarantors' obligations in connection therewith; and 


        (d)   this
Article Thirteen. 




        Subject
to compliance with this Article Thirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under
Section 13.3 hereof. 


Section 13.3.        Covenant Defeasance.


        Upon
the Company's exercise under Section 13.1 hereof of the option applicable to this Section 13.3, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be released from each of their obligations under the covenants contained in Section 7.4, Section 8.1 and
Section 10.4 hereof as well as any Additional Defeasible Provisions (such release and termination hereinafter referred to as "Covenant Defeasance"), and the Securities will thereafter be deemed
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 will continue to be
deemed "outstanding" for all other purposes hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means
that, with respect to the outstanding Securities and Securities Guarantees, the Company and the Guarantors may omit to comply with and will 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 any reference in any such covenant to any
other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 5.1 hereof, but, except as specified above, the
remainder of this Indenture and such Securities and Securities Guarantees will be unaffected thereby. In addition, upon the Company's exercise under Section 13.1 hereof of the option applicable
to this Section 13.3 hereof, subject to the satisfaction of the conditions set forth in Section 13.4 hereof, Section 5.1(c) and Section 5.1(d) hereof and will not
constitute Events of Default. 


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Section 13.4.        Conditions to Legal or Covenant Defeasance.


        In
order to exercise either Legal Defeasance or Covenant Defeasance under either Section 13.2 or Section 13.3 hereof: 



        (a)   the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. dollars, non-callable U.S.
Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in such amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm, or firm of independent public accountants to pay the principal of, or interest and premium, if any, on the Outstanding Securities on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities are being defeased to such stated date for payment or to a particular
redemption date; 


        (b)   in
the case of an election under Section 13.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that: 



          (i)  the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 


         (ii)  since
the Issue Date, there has been a change in the applicable federal income tax law, 


in
either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal 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 Legal
Defeasance had not occurred; 




        (c)   in
the case of an election under Section 13.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the 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; 



        (d)   no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit); 


        (e)   the
deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound; 


        (f)    such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than
this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


        (g)   the
Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of
Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; 



        (h)   the
Company must deliver to the Trustee an Officers' Certificate, stating that all conditions precedent set forth in clauses (a) through (g) of this
Section 13.4 have been complied with; and 



57







 




        (i)    the
Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating
that all conditions precedent set forth in clauses (b), (c) and (e) of this Section 13.4 have been complied with; provided that the
Opinion of Counsel with respect to clause (e) of this Section 13.4 may be to the knowledge of such counsel. 




Section 13.5.        Deposited Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions.


        Subject
to Section 13.6 hereof, all money and non-callable U.S. Government Obligation (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.5, the "Trustee") pursuant to Section 13.4 hereof in respect of the Outstanding Securities will 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 Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law. 


        The
Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations
deposited pursuant to Section 13.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of the Outstanding Securities. 


        Notwithstanding
anything in this Article Thirteen to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or
non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 


Section 13.6.        Repayment.


        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Security will thereafter be permitted to 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, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company. 


Section 13.7.        Reinstatement.


        If
the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with Section 13.2 or
Section 13.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Company's and the Guarantors' obligations under this Indenture and the Securities and the Securities Guarantees will be revived and reinstated as though no deposit had occurred pursuant to
Section 13.2 or Section 13.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.2 or Section 13.3 


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hereof,
as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company will 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. 


 
 

ARTICLE FOURTEEN
  GUARANTEE OF SECURITIES


Section 14.1.        Securities Guarantee.



        (a)   Subject
to the other provisions of this Article Fourteen, each of the Guarantors hereby jointly and severally, guarantees to each Holder of a Security of each series to
which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the "Guaranteed Securities") (which Security has
been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, the
obligations of the Company hereunder or thereunder, that: 



          (i)  the
principal of, premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or
the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 



         (ii)  in
case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 




Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 


        (b)   To
the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity,
regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Securities Guarantee
will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. 



        (c)   If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Securities Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect. 



59







 




        (d)   Each
Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed
Securities and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of
this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Securities Guarantee. 




Section 14.2.        Limitation on Guarantor Liability.


        Each
Guarantor, and by its acceptance of Guaranteed Securities, each Holder thereof, hereby confirms that it is the intention of all such parties that the Securities Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state
law to the extent applicable to any Securities Guarantee. To effectuate the foregoing intention, the Trustee, to the extent permitted under applicable law, the Holders and each Guarantor hereby
irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article Fourteen, result in the obligations of such Guarantor under its Securities Guarantee not constituting a fraudulent transfer or
conveyance. 


Section 14.3.        Execution and Delivery of Securities Guarantee Notation.


        To
evidence its Securities Guarantee set forth in Section 14.1 hereof, each Guarantor hereby agrees that a notation of such Securities Guarantee substantially in the form set
forth in Section 2.3 or established pursuant to a Board Resolution or in a supplemental indenture, in accordance with the provisions of Section 2.1, will be endorsed by an officer of
such Guarantor on each Guaranteed Security authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its officers. 


        Each
Guarantor hereby agrees that its Securities Guarantee set forth in Section 14.1 hereof will remain in full force and effect notwithstanding any failure to endorse on each
Guaranteed Security a notation of such Securities Guarantee. 


        If
an officer whose signature is on this Indenture or on the Securities Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Security on which a
Securities Guarantee is endorsed, the Securities Guarantee will be valid nevertheless. 



        The
delivery of any Guaranteed Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Securities Guarantee of such Guaranteed Security
set forth in this Indenture on behalf of the Guarantors. 


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ARTICLE FIFTEEN
  SUBORDINATION OF SECURITIES


Section 15.1.        Securities Subordinated to Senior Debt.


        The
Company and the Trustee each covenants and agrees, and each Holder, by its acceptance of a Security, likewise covenants and agrees that all Securities shall be issued subject to the
provisions of this Article Fifteen; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of the
principal of, interest and premium, if any, on each and all of the Securities shall, to the extent and in the manner set forth in this Article Fifteen, be subordinated in right of payment to the prior
payment in full, in cash or cash equivalents, of all existing and future Senior Debt. 


Section 15.2.        No Payment on Securities in Certain Circumstances.



        (a)   No
direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the
money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be
made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Debt and such default shall not have been cured or waived or the
benefits of this sentence waived by or on behalf of the holders of such Senior Debt. 


        (b)   During
the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt
by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated
Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a "Payment Blockage Period") commencing on
the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of,
or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one
Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent
action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this
purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the
commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless
such event of default shall have been cured or waived for a period of not less than 90 consecutive days. 


        (c)   In
the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or
(b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their
respective interests may 



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appear,
but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (or their representative or
representatives of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the amounts then due and owing on the Senior Debt, if any, and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company. 




Section 15.3.        Payment over Proceeds upon Dissolution, Etc.



        (a)   Upon
any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money,
securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution
or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling
of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their
behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any
distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities
or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for
the provisions of this Article Fifteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution
or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders)
or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to
pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. 


        (b)   To
the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared
to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior
Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is
declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or
otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all
purposes hereof as if such declaration, invalidity or setting aside had not occurred. 



        (c)   In
the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities
of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by
clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment 



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or
distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective
amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective
interests appear, for application to the payment of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision
therefor to or for the holders of such Senior Debt. 


        (d)   For
purposes of this Section 15.3, the words "cash, property or securities" shall not be deemed to include, so long as the effect of this clause is not to cause
the Securities to be treated in any case or proceeding or similar event described in this Section 15.3 as part of the same class of claims as the Senior Debt or any class of claims  pari passu with,
or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding;  provided that (i) if a
new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and
(ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially
all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 15.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to
the extent required) with the conditions stated in Section 8.1 of this Indenture. 




Section 15.4.        Subrogation.



        (a)   Upon
the payment in full of all Senior Debt in cash or cash equivalents, the Holders shall be subrogated to the rights of the holders of Senior Debt to receive payments
or distributions of cash, property or securities of the Company made on such Senior Debt until the principal of, premium, if any, and interest on the Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders or the Trustee on their behalf would be entitled
except for the provisions of this Article Fifteen, and no payment pursuant to the provisions of this Article Fifteen to the holders of Senior Debt by the Holders or the Trustee on their behalf shall,
as between the Company, its creditors other than holders of Senior Debt, and the Holders, be deemed to be a payment by the Company to or on account of the Senior Debt. It is understood that the
provisions of this Article Fifteen are intended
solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Debt, on the other hand. 


        (b)   If
any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Fifteen shall have been applied, pursuant
to the provisions of this Article Fifteen, to the payment of all amounts payable under Senior Debt, then, and in such case, the Holders shall be entitled to receive from the holders of such Senior
Debt any payments or distributions received by such holders of Senior Debt in excess of the amount required to make payment in full, in cash or cash equivalents, of such Senior Debt of such holders. 




Section 15.5.        Obligations of Company Unconditional.



        (a)   Nothing
contained in this Article Fifteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of, premium, if any, and interest on the Securities as and when the same shall become due and 



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payable
in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of the Senior Debt, nor shall anything
herein or therein prevent the Holders or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article Fifteen of the holders of the Senior Debt. 



        (b)   Without
limiting the generality of the foregoing, nothing contained in this Article Fifteen will restrict the right of the Trustee or the Holders to take any action to
declare the Securities to be due and payable prior to their Stated Maturity pursuant to Section 5.1 of this Indenture or to pursue any rights or remedies hereunder;  provided, however, that all
Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee are entitled to receive any direct or indirect payment from the Company with respect to any Security. 




Section 15.6.        Notice to Trustee.



        (a)   The
Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article Fifteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to
any Senior Debt or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall
have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Debt or trustee or agent thereof; and prior to the receipt of
any such written notice, the Trustee shall, subject to Article Six, be entitled to assume that no such facts exist; provided that, if the Trustee shall
not have received the notice provided for in this Section 15.6 at least two Business Days prior to the date upon which, by the terms of this Indenture, any monies shall become payable for any
purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, notwithstanding anything herein to the contrary, the Trustee shall have
full power and authority to receive any monies from the Company and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date except for an acceleration of the Securities prior to such application. Nothing contained in this Section 15.6 shall limit the right of the holders of
Senior Debt to recover payments as contemplated by this Article Fifteen. The foregoing shall not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself or itself to be a holder of any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has
been given by a holder of such Senior Debt or a trustee or representative on behalf of any such holder. 


        (b)   In
the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article Fifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held
by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Fifteen and, if
such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 




Section 15.7.        Reliance on Judicial Order or Certificate of Liquidating Agent.



        Upon
any payment or distribution of assets or securities referred to in this Article Fifteen, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, 


64







 



agent
or other similar Person making such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution,
the holders of the Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article Fifteen. 


Section 15.8.        Trustee's Relation to Senior Debt.



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


        (b)   With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in
this Article Fifteen, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Debt (except as provided in Section 15.2 and Section 15.3 of this Indenture) and shall not be liable to any such holders if the Trustee shall
in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by
virtue of this Article Fifteen or otherwise. 




Section 15.9.        Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.


        No
right of any present or future holders of any Senior Debt to enforce subordination as provided in this Article Fifteen will at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise be charged with. The provisions of this Article Fifteen are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Senior Debt. 


Section 15.10.        Holders Authorize Trustee to Effectuate Subordination of Securities.


        Each
Holder by his acceptance of any Securities authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen, and appoints the Trustee his attorney-in-fact for such purposes, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the property and assets of the Company, the filing of a claim for the unpaid balance of its Securities in the form required in those proceedings. If the Trustee does not
file a proper claim or proof in indebtedness in the form required in such proceeding at least 30 days before the expiration of the time to file such claim or claims, each holder of
Senior Debt is hereby authorized to file an appropriate claim for and on behalf of the Holders. 


Section 15.11.        Not to Prevent Events of Default.


        The
failure to make a payment on account of principal of, premium, if any, or interest on the Securities by reason of any provision of this Article Fifteen will not be construed as
preventing the occurrence of an Event of Default. 


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Section 15.12.        Trustee's Compensation Not Prejudiced..


        Nothing
in this Article Fifteen will apply to amounts due to the Trustee pursuant to other sections of this Indenture, including Section 6.7. 



Section 15.13.        No Waiver of Subordination Provisions.


        Without
in any way limiting the generality of Section 15.9, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or
the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders to the
holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other
Person. 


Section 15.14.        Payments May Be Paid Prior to Dissolution.


        Nothing
contained in this Article Fifteen or elsewhere in this Indenture shall prevent (i) the Company, except under the conditions described in Section 15.2 or
Section 15.3, from making payments of principal of, premium, if any, and interest on the Securities, or from depositing with the Trustee any money for such payments, or (ii) the
application by the Trustee of any money deposited with it for the purpose of making such payments of principal of, premium, if any, and interest on the Securities to the holders entitled thereto
unless, at least two Business Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section 15.2(b) of this
Indenture (or there shall have been an acceleration of the Securities prior to such application) or in Section 15.15 of this Indenture. The Company shall give prompt written notice to the
Trustee of any dissolution, winding up, liquidation or reorganization of the Company. 


Section 15.15.        Trust Moneys Not Subordinated.


        Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Four by the Trustee for the
payment of principal of, premium, if any, and interest on the Securities shall not be subordinated to the prior payment of any Senior Debt (provided that, at the time deposited, such deposit did not
violate any then outstanding Senior Debt), and none of the Holders shall be obligated to pay over any such amount to any holder of Senior Debt. 


 
 

ARTICLE SIXTEEN
  SUBORDINATION OF SECURITIES GUARANTEES    
    


Section 16.1.        Securities Guarantees Subordinated to Guarantor Senior Debt.


        Each
Guarantor and the Trustee each covenants and agrees, and each Holder, by its acceptance of a Securities Guarantee, likewise covenants and agrees that all Securities Guarantees shall
be issued subject to the provisions of this Article Sixteen; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that
the payment of the principal of and premium, if any, and interest on each and all of the Securities shall, to the extent and in the manner set forth in this Article Sixteen, be subordinated in right
of payment to the prior payment in full, in cash or cash equivalents, of all existing and future Guarantor Senior Debt of such Guarantor. 


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Section 16.2.        No Payment on Securities Guarantees in Certain Circumstances.



        (a)   No
direct or indirect payment by or on behalf of any principal of and premium, if any, and interest on each and all of the Securities (other than with the money,
securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities Guarantees or upon acceleration or otherwise
shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Guarantor Senior Debt of such Guarantor and such default shall not
have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Guarantor Senior Debt. 


        (b)   During
the continuance of any other event of default with respect to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, upon
receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Guarantor Senior Debt (or the holders of at least a majority in principal amount of
such Designated Guarantor Senior Debt then outstanding), no payment of Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in
accordance with this Indenture) may be made by or on behalf of any Guarantor upon or in respect of the Securities Guarantees for a period (a "Securities Guarantee Payment Blockage Period") commencing
on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Securities Guarantee Payment Blockage Period has been terminated by written notice to the
Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Guarantor Senior Debt or such event of default has been
cured or waived). Not more than one Securities Guarantee Payment Blockage Period may be commenced with respect to the Securities Guarantees during any period of 360 consecutive days. Notwithstanding
anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Securities Guarantee Payment Blockage Period is in effect. No event of
default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default
previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Securities Guarantee Payment Blockage Period with respect to the
Designated Guarantor Senior Debt initiating such Securities Guarantee Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Securities Guarantee Payment
Blockage Period by the trustee or other representative for the holders of such Designated Guarantor Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default
shall have been cured or waived for a period of not less than 90 consecutive days. 



        (c)   In
the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or
(b) above, the Trustee shall promptly notify the holders of Guarantor Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Guarantor Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may
have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Guarantor Senior Debt that such prohibited payment has been
made, the holders of the Guarantor Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the
amounts then due and owing on the Guarantor Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Guarantor Senior Debt and any excess above
such amounts due and owing on Guarantor Senior Debt shall be paid to such Guarantor. 



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Section 16.3.        Payment over Proceeds upon Dissolution, Etc.



        (a)   Upon
any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (other than with the money,
securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or
reorganization of such Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all
amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any
payment by (or on behalf of) such Guarantor on account of Senior Subordinated Obligations, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any
distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor on any Senior Subordinated Obligations
(other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets or securities for such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their
behalf would be entitled, but for the provisions of this Article Sixteen, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person
making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the
respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have
been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Guarantor Senior Debt. 



        (b)   To
the extent any payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise)
is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar
Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation
to repay any Guarantor Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the
obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be
reinstated and outstanding as Guarantor Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 


        (c)   In
the event that, notwithstanding clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor
of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above
and before all obligations in respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their
representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior 



68







 




Debt
may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Debt remaining unpaid in full, in cash or cash equivalents, after giving
effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. 


        (d)   For
purposes of this Section 16.3, the words "cash, property or securities" shall not be deemed to include, so long as the effect of this clause is not to cause
the Securities Guarantees to be treated in any case or proceeding or similar event described in this Section 16.3 as part of the same class of claims as the Guarantor Senior Debt or any class
of claims pari passu with, or senior to, the Guarantor Senior Debt for any payment or distribution, securities of any Guarantor or any other corporation
provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Guarantees are subordinated, to the payment of all Guarantor Senior Debt then
outstanding; provided that (1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Guarantor
Senior Debt and (2) the rights of the holders of the Guarantor Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of a
Guarantor with, or the merger of a Guarantor with or into, another corporation or the liquidation or dissolution of a Guarantor following the sale, conveyance, transfer, lease or other disposition of
all or substantially all of its property and assets to another corporation without violation of the terms and conditions provided in this Indenture shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 16.3. 




Section 16.4.        Subrogation.



        (a)   Upon
the payment in full of all Guarantor Senior Debt in cash or cash equivalents, the Holders shall be subrogated to the rights of the holders of Guarantor Senior Debt
to receive payments or distributions of cash, property or securities of the Guarantors made on such Guarantor Senior Debt until all obligations arising under the Securities Guarantees shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Debt of any cash, property or securities to which the Holders or the Trustee on
their behalf would be entitled except for the provisions of this Article Sixteen, and no payment pursuant to the provisions of this Article Sixteen to the holders of Guarantor Senior Debt by the
Holders or the Trustee on their behalf shall, as between each Guarantor, its creditors other than holders of Guarantor Senior Debt, and the Holders, be deemed to be a payment by such Guarantor to or
on account of the Guarantor Senior Debt. It is understood that the provisions of this Article Sixteen are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of the Guarantor Senior Debt, on the other hand. 



        (b)   If
any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Sixteen shall have been applied, pursuant
to the provisions of this Article Sixteen, to the payment of all amounts payable under Guarantor Senior Debt, then, and in such case, the Holders shall be entitled to receive from the holders of such
Guarantor Senior Debt any payments or distributions received by such holders of Guarantor Senior Debt in excess of the amount required to make payment in full, in cash or cash equivalents, of such
Guarantor Senior Debt of such holders. 




Section 16.5.        Obligations of Guarantor Unconditional.



        (a)   Nothing
contained in this Article Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Guarantors and the Holders,
the obligation of such Guarantors, which is absolute and unconditional, to pay to the Holders all obligations arising under the Securities Guarantees as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantors other than the holders of the Guarantor Senior Debt, nor shall 



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anything
herein or therein prevent the Holders or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Sixteen of the holders of the Guarantor Senior Debt. 


        (b)   Without
limiting the generality of the foregoing, nothing contained in this Article Sixteen will restrict the right of the Trustee or the Holders to take any action to
declare the Securities to be due and payable prior to their Stated Maturity pursuant to Section 5.1 of this Indenture or to pursue any rights or remedies hereunder; provided, however, that all
Guarantor Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee are entitled to
receive any direct or indirect payment from any Guarantor on the Securities. 




Section 16.6.        Notice to Trustee.



        (a)   Each
Guarantor shall give prompt written notice to the Trustee of any fact known to such Guarantor that would prohibit the making of any payment to or by the Trustee in
respect of the Securities Guarantees pursuant to the provisions of this Article Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with
respect to any Guarantor Senior Debt of any Guarantor or of any other facts that would prohibit the making of any payment to or by
the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor
Senior Debt or trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Six, be entitled to assume that no such facts exist;  provided that, if
the Trustee shall not have received the notice provided for in this Section 16.6 at least two Business Days prior to the date
upon which, by the terms of this Indenture, any monies shall become payable for any purpose (including, without limitation, the payment of all obligations arising under any Securities Guarantee),
then, notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any monies from such Guarantor and to apply the same to the purpose for which they
were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Securities prior to such application.
Nothing contained in this Section 16.6 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply
if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior
Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt or a trustee or representative on
behalf of any such holder. 


        (b)   In
the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to
participate in any payment or distribution pursuant to this Article Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under
this Article Sixteen and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment. 




Section 16.7.        Reliance on Judicial Order or Certificate of Liquidating Agent.


        Upon
any payment or distribution of assets or securities referred to in this Article Sixteen, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, 


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agent
or other similar Person making such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution,
the holders of the Guarantor Senior Debt and other Debt of a Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article Sixteen. 


Section 16.8.        Trustee's Relation to Guarantor Senior Debt.



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


        (b)   With
respect to the holders of Guarantor Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set
forth in this Article Sixteen, and no implied covenants or obligations with respect to the holders of Guarantor Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt (except as provided in Section 16.2(c) and Section 16.3(c) of this Indenture) and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities Guarantees or to a Guarantor or to any other person cash, property or securities to which any
holders of Guarantor Senior Debt shall be entitled by virtue of this Article Sixteen or otherwise. 




Section 16.9.        Subordination Rights Not Impaired by Acts or Omissions of a Guarantor or Holders of Guarantor Senior Debt.


        No
right of any present or future holders of any Guarantor Senior Debt to enforce subordination as provided in this Article Sixteen will at any time in any way be prejudiced or impaired
by any act or failure to act on the part of a Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Guarantor with the terms of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise be charged with. The provisions of this Article Sixteen are intended to be for the benefit of, and shall be enforceable
directly by, the holders of Guarantor Senior Debt. 


Section 16.10.        Holders Authorize Trustee to Effectuate Subordination of Securities Guarantees.


        Each
Holder by his acceptance of any Securities Guarantees authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article Sixteen, and appoints the Trustee his attorney-in-fact for such purposes, including, in the event of any dissolution, winding up,
liquidation or reorganization of a Guarantor (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the property and assets of such Guarantor, the filing of a claim for the unpaid balance of its Securities Guarantees in the form required in those proceedings. If the
Trustee does not file a proper claim or proof in indebtedness in the form required in such proceeding at least 30 days before the expiration of the time to file such claim or claims,
each holder of Guarantor Senior Debt is hereby authorized to file an appropriate claim for and on behalf of the Holders. 


Section 16.11.        Not to Prevent Events of Default.


        The
failure to fulfill any obligation arising under the Securities Guarantees by reason of any provision of this Article Sixteen will not be construed as preventing the occurrence of an
Event of Default. 


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Section 16.12.        Trustee's Compensation Not Prejudiced.


        Nothing
in this Article Sixteen will apply to amounts due to the Trustee pursuant to other sections of this Indenture, including Section 6.7. 


Section 16.13.        No Waiver of Subordination Provisions.


        Without
in any way limiting the generality of Section 16.9, the holders of Guarantor Senior Debt may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Sixteen or the obligations hereunder of the
Holders to the holders of Guarantor Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
Guarantor Senior Debt or any instrument evidencing the same or any agreement under which Guarantor Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Guarantor Senior Debt; and (d) exercise or refrain from
exercising any rights against the Company and any other Person. 


Section 16.14.        Payments May Be Paid Prior to Dissolution.


        Nothing
contained in this Article Sixteen or elsewhere in this Indenture shall prevent (i) a Guarantor, except under the conditions described in Section 16.2 or
Section 16.3, from fulfilling any obligation arising under the Securities Guarantees, or from depositing with the Trustee any money for such payments, or (ii) the application by the
Trustee of any money deposited with it for the purpose of fulfilling any obligation arising under the Securities Guarantees to the holders entitled thereto unless, at least two Business Days prior to
the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section 16.2(b) of this Indenture (or there shall have been an
acceleration of the Securities Guarantees prior to such application) or in Section 16.6 of this Indenture. The Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of such Guarantor. 


* * * 


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        This
instrument 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 instrument. 


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



	 	 	VALENCE TECHNOLOGY, INC.
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	    	 	 	 
	    	 	 	 
	    	 	 	 





	 	 	
	 





	    	 	 	 
	 	 	By:	    

	 	 	Name:	    

	 	 	Title:	    














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Exhibit 4.7


SUBORDINATED DEBT SECURITIES

VALENCE TECHNOLOGY, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF , 20



TABLE OF CONTENTS


PARTIES

RECITALS OF THE COMPANY

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

ARTICLE TWO SECURITY FORMS


ARTICLE THREE THE SECURITIES


ARTICLE FOUR SATISFACTION AND DISCHARGE

ARTICLE FIVE REMEDIES

ARTICLE SIX THE TRUSTEE


ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE

ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER

ARTICLE TEN COVENANTS



ARTICLE ELEVEN REDEMPTION OF SECURITIES

ARTICLE TWELVE SINKING FUNDS

ARTICLE THIRTEEN DEFEASANCE

ARTICLE FOURTEEN GUARANTEE OF SECURITIES

ARTICLE FIFTEEN SUBORDINATION OF SECURITIES


ARTICLE SIXTEEN SUBORDINATION OF SECURITIES GUARANTEES