**Exhibit 4.58**

 

COUNTRYWIDE FINANCIAL CORPORATIONIssuer

 

COUNTRYWIDE HOME LOANS, INC.Guarantor

 

TO

 

THE BANK OF NEW YORK

 

Trustee

 

 

INDENTURE

 

Dated as of February 1, 2005

 

 

Debt Securities

 

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COUNTRYWIDE FINANCIAL CORPORATION

 

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF FEBRUARY 1, 2005

 
| **ACT  SECTION**      | ** ** | **INDENTURE SECTION** |
|-----------------------|------------|-----------------------|
|                  |       |                  |
| 310(a)(1)             |       | 708                   |
| (a)(2)                |       | 708                   |
| 310(a)(3)             |       | N.A.                  |
| (a)(4)                |       | N.A.                  |
| 310(b)                |       | 709                   |
| 310(c)                |       | N.A.                  |
| 311(a)  and (b)       |       | 705                   |
| 311(c)                |       | N.A.                  |
| 312(a)                |       | 801, 802(a)           |
| 312(b)  and (c)       |       | 802                   |
| 313(a)                |       | 803                   |
| 313(b)                |       | 803                   |
| 313(c)                |       | 803                   |
| 313(d)                |       | 803                   |
| 314(a)                |       | 804                   |
| 314(b)                |       | N.A.                  |
| 314(c)(1)  and (2)    |       | 102                   |
| 314(c)(3)             |       | N.A.                  |
| 314(d)                |       | N.A.                  |
| 314(e)                |       | 102                   |
| 314(f)                |       | N.A.                  |
| 315(a),  (c) and (d)  |       | 701                   |
| 315(b)                |       | 604                   |
| 315(e)                |       | 614                   |
| 316(a)(1)             |       | 612                   |
| 316(a)(2)             |       | Omitted               |
| 316(a)  last sentence |       | 101                   |
| 316(b)                |       | 612                   |
| 317(a)                |       | 602                   |
| 317(b)                |       | 1103                  |
| 318(a)                |       | 107                   |

 

THISRECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF THEINDENTURE.

 

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**TABLE OFCONTENTS**

 
| ** **                                               | ** **                                             | **Page** |
|----------------------------------------------------------|--------------------------------------------------------|----------|
|                                                     |                                                   |     |
| ARTICLE  ONE                                             |                                                   |
| DEFINITIONS  AND OTHER PROVISIONS OF GENERAL APPLICATION |                                                   |
|                                                     |                                                   |     |   |
| SECTION 101.                                             | Definitions                                            |     | 2 |
| SECTION 102.                                             | Compliance Certificates and Opinions                   |     | 9 |
| SECTION 103.                                             | Form of Documents Delivered to Trustee                 |     | 9 |
| SECTION 104.                                             | Acts of Holders                                        |     | 10 |
| SECTION 105.                                             | Notices, etc., to Trustee, Company and Guarantor       |     | 11 |
| SECTION 106.                                             | Notice to Holders; Waiver                              |     | 11 |
| SECTION 107.                                             | Conflict with Trust Indenture Act                      |     | 12 |
| SECTION 108.                                             | Effect of Headings and Table of Contents               |     | 12 |
| SECTION 109.                                             | Successors and Assigns                                 |     | 12 |
| SECTION 110.                                             | Separability Clause                                    |     | 12 |
| SECTION 111.                                             | Benefits of Indenture                                  |     | 12 |
| SECTION 112.                                             | Governing Law                                          |     | 12 |
| SECTION 113.                                             | Legal Holidays                                         |     | 12 |
| SECTION 114.                                             | Moneys of Different Currencies to be Segregated        |     | 13 |
| SECTION 115.                                             | Payment to Be in Proper Currency                       |     | 13 |
|                                                     |                                                   |     |   |
| ARTICLE  TWO                                             |                                                   |
| FORMS  OF DEBT SECURITIES AND GUARANTEES                 |                                                   |
|                                                     |                                                   |     |   |
| SECTION 201.                                             | Forms Generally                                        |     | 14 |
| SECTION 202.                                             | Forms of Debt Securities and Guarantees                |     | 14 |
| SECTION 203.                                             | Form of Trustee’s Certificate of Authentication   |     | 14 |
| SECTION 204.                                             | CUSIP Numbers                                          |     | 15 |
|                                                     |                                                   |     |   |
| ARTICLE  THREE                                           |                                                   |
| THE  DEBT SECURITIES                                     |                                                   |
|                                                     |                                                   |     |   |
| SECTION 301.                                             | Amount Unlimited; Issuable in Series                   |     | 16 |
| SECTION 302.                                             | Denominations                                          |     | 18 |
| SECTION 303.                                             | Execution, Authentication, Delivery and Dating         |     | 18 |
| SECTION 304.                                             | Temporary Debt Securities                              |     | 20 |
| SECTION 305.                                             | Registration, Registration of Transfer and Exchange    |     | 21 |
| SECTION 306.                                             | Mutilated, Destroyed, Lost and Stolen Debt  Securities |     | 23 |
| SECTION 307.                                             | Payment of Interest; Interest Rights Preserved         |     | 23 |
| SECTION 308.                                             | Persons Deemed Owners                                  |     | 26 |
| SECTION 309.                                             | Cancellation                                           |     | 26 |
| SECTION 310.                                             | Computation of Interest                                |     | 26 |
| SECTION 311.                                             | Payment in Currencies                                  |     | 27 |
|                                                     |                                                   |     |   |
| ARTICLE  FOUR                                            |                                                   |
| GUARANTEES  OF DEBT SECURITIES                           |                                                   |
|                                                     |                                                   |     |   |
| SECTION 401.                                             | Unconditional Guarantee                                |     | 31 |
| SECTION 402.                                             | Execution, Authentication and Delivery                 |     | 31 |

 

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| ** **                                                         | **Page**                                                                            |
|--------------------------------------------------------------------|-------------------------------------------------------------------------------------|
|                                                               |                                                                                |
| ARTICLE  FIVE                                                      |                                                                                |
| SATISFACTION  AND DISCHARGE                                        |                                                                                |
|                                                               |                                                                                |   |   |
| SECTION 501.                                                       | Satisfaction and Discharge of Indenture                                             |   | 33 |
| SECTION 502.                                                       | Application of Trust Money                                                          |   | 34 |
|                                                               |                                                                                |   |   |
| ARTICLE  SIX                                                       |                                                                                |
| REMEDIES                                                           |                                                                                |
|                                                               |                                                                                |   |   |
| SECTION 601.                                                       | Events of Default                                                                   |   | 35 |
| SECTION 602.                                                       | Acceleration of Maturity; Rescission and Annulment                                  |   | 36 |
| SECTION 603.                                                       | Collection of Indebtedness and Suits for Enforcement  by Trustee                    |   | 37 |
| SECTION 604.                                                       | Trustee May File Proofs of Claim                                                    |   | 38 |
| SECTION 605.                                                       | Trustee May Enforce Claims without Possession of  Debt Securities                   |   | 38 |
| SECTION 606.                                                       | Application of Money Collected                                                      |   | 39 |
| SECTION 607.                                                       | Limitation on Suits                                                                 |   | 39 |
| SECTION 608.                                                       | Unconditional Right of Holders to Receive Principal,  Premium (if any) and Interest |   | 40 |
| SECTION 609.                                                       | Restoration of Rights and Remedies                                                  |   | 40 |
| SECTION 610.                                                       | Rights and Remedies Cumulative                                                      |   | 40 |
| SECTION 611.                                                       | Delay or Omission Not Waiver                                                        |   | 40 |
| SECTION 612.                                                       | Control by Holders                                                                  |   | 41 |
| SECTION 613.                                                       | Waiver of Past Defaults                                                             |   | 41 |
| SECTION 614.                                                       | Undertaking for Costs                                                               |   | 41 |
| SECTION 615.                                                       | Waiver of Stay or Extension Laws                                                    |   | 42 |
|                                                               |                                                                                |   |   |
| ARTICLE  SEVEN                                                     |                                                                                |
| THE  TRUSTEE                                                       |                                                                                |
|                                                               |                                                                                |   |   |
| SECTION 701.                                                       | Certain Duties and Responsibilities                                                 |   | 43 |
| SECTION 702.                                                       | Notice of Defaults                                                                  |   | 44 |
| SECTION 703.                                                       | Certain Rights of Trustee                                                           |   | 44 |
| SECTION 704.                                                       | Not Responsible for Recitals or Issuance of Debt Securities                         |   | 45 |
| SECTION 705.                                                       | May Hold Debt Securities                                                            |   | 46 |
| SECTION 706.                                                       | Money Held in Trust                                                                 |   | 46 |
| SECTION 707.                                                       | Compensation and Reimbursement                                                      |   | 46 |
| SECTION 708.                                                       | Corporate Trustee Required; Eligibility                                             |   | 47 |
| SECTION 709.                                                       | Resignation and Removal; Appointment of Successor                                   |   | 47 |
| SECTION 710.                                                       | Acceptance of Appointment by Successor                                              |   | 49 |
| SECTION 711.                                                       | Merger, Conversion, Consolidation or Succession to  Business                        |   | 50 |
|                                                               |                                                                                |   |   |
| ARTICLE  EIGHT                                                     |                                                                                |
| HOLDERS’  LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR |                                                                                |
|                                                               |                                                                                |   |   |
| SECTION 801.                                                       | Company and Guarantor to Furnish Trustee Names and  Addresses of Holders            |   | 51 |
| SECTION 802.                                                       | Preservation of Information; Communications to  Holders                             |   | 51 |
| SECTION 803.                                                       | Reports by Trustee                                                                  |   | 51 |

 

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| ** **                                     | **Page**                                                    |
|------------------------------------------------|-------------------------------------------------------------|
|                                           |                                                        |
| SECTION 804.                                   | Reports by Company and Guarantor                            |   | 52 |
|                                           |                                                        |   |   |
| ARTICLE  NINE                                  |                                                        |
| CONSOLIDATION,  MERGER, CONVEYANCE OR TRANSFER |                                                        |
|                                           |                                                        |   |   |
| SECTION 901.                                   | Company May Consolidate, etc., Only on Certain Terms        |   | 53 |
| SECTION 902.                                   | Successor Corporation Substituted                           |   | 53 |
| SECTION 903.                                   | Guarantor May Consolidate, etc., Only on Certain  Terms     |   | 53 |
| SECTION 904.                                   | Successor Corporation Substituted                           |   | 54 |
| SECTION 905.                                   | Assumption by Guarantor                                     |   | 54 |
|                                           |                                                        |   |   |
| ARTICLE  TEN                                   |                                                        |
| SUPPLEMENTAL  INDENTURES                       |                                                        |
|                                           |                                                        |   |   |
| SECTION 1001.                                  | Supplemental Indentures without Consent of Holders          |   | 55 |
| SECTION 1002.                                  | Supplemental Indentures with Consent of Holders             |   | 56 |
| SECTION 1003.                                  | Execution of Supplemental Indentures                        |   | 57 |
| SECTION 1004.                                  | Effect of Supplemental Indentures                           |   | 57 |
| SECTION 1005.                                  | Notice to Holders                                           |   | 57 |
| SECTION 1006.                                  | Conformity with Trust Indenture Act                         |   | 58 |
| SECTION 1007.                                  | Reference in Debt Securities to Supplemental  Indentures    |   | 58 |
|                                           |                                                        |   |   |
| ARTICLE  ELEVEN                                |                                                        |
| COVENANTS                                      |                                                        |
|                                           |                                                        |   |   |
| SECTION 1101.                                  | Payment of Principal, Premium and Interest                  |   | 59 |
| SECTION 1102.                                  | Maintenance of Office or Agency                             |   | 59 |
| SECTION 1103.                                  | Money for Debt Securities Payments to Be Held in  Trust     |   | 59 |
| SECTION 1104.                                  | Investment Company Act                                      |   | 61 |
| SECTION 1105.                                  | Officers’ Certificate as to Default                    |   | 61 |
|                                           |                                                        |   |   |
| ARTICLE  TWELVE                                |                                                        |
| REDEMPTION  OF DEBT SECURITIES                 |                                                        |
|                                           |                                                        |   |   |
| SECTION 1201.                                  | Applicability of Article                                    |   | 62 |
| SECTION 1202.                                  | Election to Redeem, Notice to Trustee                       |   | 62 |
| SECTION 1203.                                  | Selection by Trustee of Debt Securities to Be  Redeemed     |   | 62 |
| SECTION 1204.                                  | Notice of Redemption                                        |   | 62 |
| SECTION 1205.                                  | Deposit of Redemption Price                                 |   | 63 |
| SECTION 1206.                                  | Debt Securities Payable on Redemption Date                  |   | 63 |
| SECTION 1207.                                  | Debt Securities Redeemed in Part                            |   | 64 |
|                                           |                                                        |   |   |
| ARTICLE  THIRTEEN                              |                                                        |
| SINKING  FUNDS                                 |                                                        |
|                                           |                                                        |   |   |
| SECTION 1301.                                  | Applicability of Article                                    |   | 65 |
| SECTION 1302.                                  | Satisfaction of Sinking Fund Payments with Debt  Securities |   | 65 |
| SECTION 1303.                                  | Redemption of Debt Securities for Sinking Fund              |   | 65 |

 

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| ** **                          | **Page**                                                               |
|-------------------------------------|------------------------------------------------------------------------|
|                                |                                                                   |
| ARTICLE  FOURTEEN                   |                                                                   |
| DEFEASANCE                          |                                                                   |
|                                |                                                                   |   |   |
| SECTION 1401.                       | Applicability of Article                                               |   | 67 |
| SECTION 1402.                       | Defeasance Upon Deposit of Moneys or U.S. Government  Obligations      |   | 67 |
| SECTION 1403.                       | Deposited Moneys and U.S. Government Obligations To  Be Held in Trust  |   | 69 |
| SECTION 1404.                       | Repayment to Company                                                   |   | 69 |
|                                |                                                                   |   |   |
| ARTICLE  FIFTEEN                    |                                                                   |
| REPAYMENT  AT THE OPTION OF HOLDERS |                                                                   |
|                                |                                                                   |   |   |
| SECTION 1501.                       | Applicability of Article                                               |   | 70 |
| SECTION 1502.                       | Repayment of Debt Securities                                           |   | 70 |
| SECTION 1503.                       | Exercise of Option                                                     |   | 70 |
| SECTION 1504.                       | When Debt Securities Surrendered for Repayment  Become Due and Payable |   | 71 |
| SECTION 1505.                       | Debt Securities Repaid in Part                                         |   | 71 |

 

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INDENTUREdated as of February 1, 2005, among COUNTRYWIDE FINANCIAL CORPORATION, a Delawarecorporation (hereinafter called the “Company”), COUNTRYWIDE HOME LOANS, INC., aNew York corporation (hereinafter called the “Guarantor”), each having itsprincipal office at 4500 Park Granada, Calabasas, CA 91302 and THE BANK OF NEWYORK, a New York corporation (hereinafter called the “Trustee”), having itsCorporate Trust Office at 101 Barclay Street, New York, New York 10286.

 

RECITALS OF THE COMPANY

 

TheCompany has duly authorized the execution and delivery of this Indenture toprovide for the issuance from time to time of its debentures, notes, bonds orother evidences of indebtedness (herein called the “Debt Securities”), to beissued in one or more series as in this Indenture provided.

 

Allthings necessary have been done to make this Indenture a valid agreement of theCompany, in accordance with its terms.

 

RECITALS OF THE GUARANTOR

 

TheGuarantor has duly authorized the execution and delivery of this Indenture toprovide for the issuance of the Guarantees provided herein and the endorsementof such Guarantees on the Debt Securities. All things necessary to make thisIndenture a valid agreement of the Guarantor, in accordance with its terms,have been done.

 

ThisIndenture is subject to the provisions of the Trust Indenture Act of 1939, asamended, and the rules and regulations of the Securities and ExchangeCommission promulgated thereunder that are required to be part of thisIndenture and, to the extent applicable, shall be governed by such provisions.

 

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 

Forand in consideration of the premises and the purchase of the Debt Securities bythe Holders thereof, it is covenanted and agreed, for the equal andproportionate benefit of all Holders of the Debt Securities or of seriesthereof, as follows:

 

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ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

SECTION 101.                                            Definitions.

 

Forall purposes of this Indenture, except as otherwise expressly provided orunless the context otherwise requires:

 

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

 

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

 

(3)           allaccounting terms not otherwise defined herein have the meanings assigned tothem in accordance with generally accepted accounting principles, and, exceptas otherwise herein expressly provided, the term “generally accepted accountingprinciples” with respect to any computation required or permitted hereundershall mean such principles as are generally accepted at the date of suchcomputation; and

 

(4)           thewords “herein”, “hereof” and “hereunder” and other words of similar importrefer to this Indenture as a whole and not to any particular Article, Sectionor other subdivision.

 

Certainterms, used principally in Article Seven, are defined in that Article.

 

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

 

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

 

“Boardof Directors” means either the board of directors of the Company or theGuarantor, as the case may be, or the executive or any other committee of thatboard duly authorized to act in respect hereof.

 

“BoardResolution” means a copy of a resolution certified by the Secretary or anAssistant Secretary of the Company or the Guarantor, as the case may be, tohave been duly adopted by the Board of Directors and to be in full force andeffect on the date of such certification, and delivered to the Trustee.

 

“BusinessDay”, when with respect to any Place of Payment, unless otherwise specified ina Board Resolution, and an Officers’ Certificate, or in a supplementalindenture, 

 

2

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meanseach Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on whichbanking institutions in an applicable Place of Payment or the city in which theTrustee’s Corporate Trust Office is located or in New York, New York or LosAngeles, California are authorized or obligated by law, executive order orregulation to remain closed.

 

Forpurposes of Section 311(b)(4) of the Trust Indenture Act, the term “cashtransaction” means any transaction in which full payment for goods orsecurities sold is made within seven days after delivery of the goods orsecurities in currency or in checks or other orders drawn upon the banks orbankers and payable upon demand.

 

“Commission”means the Securities and Exchange Commission, as from time to time constituted,created under the Securities Exchange Act of 1934, or if at any time after theexecution of this instrument such commission is not existing and performing theduties now assigned to it under the Trust Indenture Act, then the bodyperforming such duties on such date.

 

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

 

“CompanyRequest”, “Company Order”, “Guarantor Request” and “Guarantor Order” mean,respectively, a written request or order signed in the name of the Company orthe Guarantor, as the case may be, by the Chairman of the Board, the Presidentor a Vice President, and by the Treasurer, an Assistant Treasurer, theController, an Assistant Controller, the Secretary or an Assistant Secretary ofthe Company or the Guarantor, as the case may be, and delivered to the Trustee.

 

“Components”,with respect to a composite currency, means the currency amounts that arecomponents of such composite currency on the Conversion Date with respect tosuch composite currency. If the official unit of any component currency isaltered by way of combination or subdivision, the amount of such currency inthe Component shall be proportionately divided or multiplied. If two or morecomponent currencies are consolidated into a single currency, the amounts ofthose currencies as Components shall be replaced by an amount in such singlecurrency equal to the sum of the amounts of such consolidated componentcurrencies expressed in such single currency, and such amount shall thereafterbe a Component. If after such Conversion Date any component currency shall bedivided into two or more currencies, the amount of such currency as a Componentshall be replaced by amounts of such two or more currencies, each of whichshall be equal to the amount of such former component currency divided by thenumber of currencies into which such component currency was divided, and suchamounts shall thereafter be Components.

 

“ConversionDate”, with respect to a composite currency, has the meaning specified inSection 311.

 

“CorporateTrust Office” means the corporate trust office of the Trustee at which at anyparticular time its corporate trust business shall be principally administered,which office at the date of execution of this instrument is located at 101Barclay Street, New York, New York 10286.

 

3

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Theterm “corporation” includes corporations, associations, companies and businesstrusts.

 

“CurrentStated Principal Maturity” has the meaning specified in Section 312.

 

 “Debt Securities” has the meaning stated inthe first recital of this Indenture and more particularly means any DebtSecurities authenticated and delivered under this Indenture.

 

“DefaultedInterest” has the meaning specified in Section 307.

 

“Discharged”has the meaning specified in Section 1402.

 

“Dollar”or “$” means the coin or currency of the United States of America as at thetime of payment is legal tender for the payment of public and private debts.

 

“Eventof Default” has the meaning specified in Section 601.

 

“ExchangeRate” means, unless otherwise specified in accordance with Section 301, (a)with respect to Dollars in which payment is to be made on a series of DebtSecurities denominated in a composite currency, the exchange rate betweenDollars and such composite currency reported by the agency or organization, ifany, designated pursuant to Section 301(11) on the applicable Regular orSpecial Record Date with respect to an Interest Payment Date or the fifteenthday immediately preceding the Maturity of an installment of principal, or onsuch other date provided herein, as the case may be; (b) with respect toDollars in which payment is to be made on a series of Debt Securitiesdenominated in a Foreign Currency, the noon Dollar buying rate for thatcurrency for cable transfers quoted by the Exchange Rate Agent in The City ofNew York on the Regular or Special Record Date with respect to an InterestPayment Date or the fifteenth day immediately preceding the Maturity of aninstallment of principal, or on such other date provided herein, as the casemaybe, as certified for customs purposes by the Federal Reserve Bank of NewYork and (c) with respect to Foreign Currency in which payment is to be made ona series of Debt Securities converted into Dollars pursuant to Section 311(d),the noon Dollar selling rate for that currency for cable transfers quoted bythe Exchange Rate Agent in The City of New York on the second Business Daypreceding an Interest Payment Date or the second Business Day preceding theMaturity of an installment of principal, or on such other date provided herein,as the case may be, as certified for customs purposes by the Federal ReserveBank of New York. If for any reason such rates are not available with respectto one or more currencies for which an Exchange Rate is required, the Companyshall use such quotation of the Federal Reserve Bank of New York as of the mostrecent available date, or quotations from one or more commercial banks in TheCity of New York or in the country of issue of the currency in question, orsuch other quotations as the Company, in each case, shall deem appropriate. Ifthere is more than one market for dealing in any currency by reason of foreignexchange regulations or otherwise, the market to be used in respect of suchcurrency shall be the largest market upon which a nonresident issuer ofsecurities designated in such currency would purchase such currency in order tomake payments in respect of such securities.

 

“ExchangeRate Agent” means the New York clearing house bank designated pursuant toSection 301, or any successor thereto.

 

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“ExchangeRate Officer’s Certificate”, with respect to any date for the payment ofprincipal of (and premium, if any) and interest on any series of DebtSecurities, means a certificate setting forth the applicable Exchange Rate asof the Regular or Special Record Date with respect to an Interest Payment Dateor the fifteenth day immediately preceding the maturity of an installment ofprincipal, as the case may be, and the amounts payable in Dollars in respect ofthe principal of (and premium, if any) and interest on Debt Securitiesdenominated in any Foreign Currency, and signed by the Chairman of the Board,the President, any Vice President, any Assistant Vice President, the Treasurer,any Assistant Treasurer, the Controller or any Assistant Controller of theCompany and delivered to the Trustee.

 

“ExtensionNotice” has the meaning specified in Section 312.

 

“ExtensionPeriod” has the meaning specified in Section 312.

 

“FinalMaturity” has the meaning specified in Section 312.

 

“ForeignCurrency” means any currency, currency unit or composite currency issued by thegovernment of one or more countries other than the United States of America orby any recognized confederation or association of such governments.

 

“Guarantee”means an unconditional guarantee of the payment of the Debt Securities by theGuarantor, as more fully described in Article Four.

 

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

 

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

 

“Indenture”means this instrument as originally executed or as it may from time to time besupplemented or amended by one or more indentures supplemental hereto enteredinto pursuant to the applicable provisions hereof and, unless the contextotherwise requires, shall include the terms of a particular series of DebtSecurities established as contemplated by Section 301.

 

Theterm “interest”, when used with respect to an Original Issue Discount Securitywhich by its terms bears interest only after Maturity, means interest payableafter Maturity.

 

“InterestPayment Date”, with respect to any Debt Security, means the Stated Maturity ofan installment of interest on such Debt Security.

 

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

 

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“Officers’Certificate” means a certificate signed by the Chairman of the Board, thePresident, any Managing Director, any Vice President, the Treasurer, anAssistant Treasurer, the Controller, an Assistant Controller, the Secretary oran Assistant Secretary of the Company or the Guarantor, as the case may be,that complies with the requirements of Section 314(e) of the Trust IndentureAct and is delivered to the Trustee.

 

“Opinionof Counsel” means a written opinion of counsel, who may be an employee of, orcounsel to, the Company or the Guarantor, as the case may be, and who shall bereasonably satisfactory to the Trustee, which is delivered to the Trustee.

 

“OptionalReset Date” has the meaning specified in Section 307(b).

 

“OriginalIssue Discount Security” means, except as otherwise defined in a Debt Security,any Debt Security which is issued with original issue discount within themeaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended,and the regulations thereunder.

 

“Outstanding”,when used with respect to Debt Securities, means, as of the date ofdetermination, all Debt Securities theretofore authenticated and deliveredunder this Indenture, except:

 

(i)            DebtSecurities theretofore cancelled by the Trustee or delivered to the Trustee forcancellation;

 

(ii)           DebtSecurities for whose payment, redemption or repayment money in the necessaryamount has been theretofore deposited with the Trustee or any Paying Agent(other than the Company or the Guarantor) in trust or set aside and segregatedin trust by the Company (if the Company shall act as its own, or authorize theGuarantor to act as, Paying Agent) for the Holders of such Debt Securities; provided,however, that if such Debt Securities are to be redeemed, notice of suchredemption has been duly given pursuant to this Indenture and such DebtSecurities or provision therefor satisfactory to the Trustee has been made; and

 

(iii)          DebtSecurities which have been paid pursuant to Section 306 or in exchange for orin lieu of which other Debt Securities have been authenticated and deliveredpursuant to this Indenture, other than any such Debt Securities in respect ofwhich there shall have been presented to the Trustee proof satisfactory to itthat such Debt Securities are held by a bona fide purchaser in whose hands suchDebt Securities and related Guarantees are valid obligations of the Company andthe Guarantor, respectively;

 

provided, however, that indetermining whether the Holders of the requisite principal amount of DebtSecurities Outstanding have given any request, demand, authorization,direction, notice, consent or waiver hereunder, Debt Securities owned by theCompany, the Guarantor or any other obligor upon the Debt Securities or anyAffiliate of the Company, the Guarantor or of such other obligor shall bedisregarded and deemed not to be Outstanding, except that, in determiningwhether the Trustee shall be protected in relying upon such request, demand,authorization, direction, notice, consent or waiver, only Debt Securities whichthe Trustee knows to be so 

 

6

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owned shall be so disregarded. Debt Securities soowned which have been pledged in good faith may be regarded as Outstanding ifthe pledgee establishes to the satisfaction of the Trustee the pledgee’s rightso to act with respect to such Debt Securities and that the pledgee is not theCompany, the Guarantor or any other obligor upon the Debt Securities or anyAffiliate of the Company, the Guarantor or of such other obligor. The Trusteeshall not be deemed to know that any Debt Securities are so owned unless it hasreceived written notice of such fact at its Corporate Trust Office or unlessone of its Responsible Officers has actual knowledge thereof.

 

“PayingAgent” means any Person authorized by the Company to pay the principal of (andpremium, if any) or interest on any Debt Securities on behalf of the Company.

 

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

 

“Placeof Payment”, when used with respect to the Debt Securities of any series,unless otherwise specified in a Board Resolution, and an Officers’ Certificate,or in a supplemental indenture, means the office or agency of the Company inthe Borough of Manhattan, The City and State of New York, and such other placeor places, if any, where the principal of (and premium, if any) and interest onthe Debt Securities of that series are payable as specified as contemplated bySection 301.

 

“PredecessorSecurity” of any particular Debt Security means every previous Debt Securityevidencing all or a portion of the same debt as that evidenced by suchparticular Debt Security; and, for the purposes of this definition, any DebtSecurity authenticated and delivered under Section 306 in lieu of a lost,destroyed or stolen Debt Security shall be deemed to evidence the same debt asthe lost, destroyed or stolen Debt Security.

 

“RedemptionDate”, when used with respect to any Debt Security to be redeemed, means thedate fixed for such redemption by or pursuant to this Indenture.

 

“RedemptionPrice”, when used with respect to any Debt Security to be redeemed, means theprice at which it is to be redeemed pursuant to this Indenture.

 

“RegularRecord Date” for the interest payable on any Interest Payment Date on the DebtSecurities of any series means the date specified for that purpose ascontemplated by Section 301.

 

“RepaymentDate” means, when used with respect to any Debt Security to be repaid at theoption of the Holder, the date fixed for such repayment by or pursuant to thisIndenture.

 

“RepaymentPrice” means, when used with respect to any Debt Security to be repaid at theoption of the Holder, the price at which it is to be repaid by or pursuant tothis Indenture.

 

“RequiredCurrency” means the currency in which the Debt Securities of any series arepayable, in accordance with their terms or pursuant to an election made by oneor more 

 

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Holderspursuant to Section 301 hereof. If, however, the Required Currency isunavailable for the reasons stated in Section 311(d)(i) or (ii), the RequiredCurrency shall mean U.S. Dollars.

 

“ResetNotice” has the meaning specified in Section 307(b).

 

 “Responsible Officer”, when used with respectto the Trustee, means any officer of the Trustee assigned to its corporatetrust department or similar group and also means, with respect to a particularcorporate trust matter, any other officer to whom such matter is referredbecause of his knowledge of and familiarity with the particular subject.

 

“SecurityRegister” and “Security Registrar” have the respective meanings specified inSection 305.

 

Forpurposes of Section 311(b)(6) of the Trust Indenture Act, the term “self-liquidatingpaper” means any draft, bill of exchanges, acceptance or obligation which ismade, drawn, negotiated or incurred by the Company or the Guarantor or anyother obligor upon the Debt Securities for the purpose of financing thepurchase, processing, manufacture, shipment, storage or sale of goods, wares ormerchandise and which is secured by documents evidencing title to, possessionof or a lien upon, the goods, wares or merchandise or the receivables orproceeds arising from the sale of the goods, wares or merchandise previouslyconstituting the security, provided the security is received by the Trusteesimultaneously with the creation of the creditor relationship with such Personarising from the making, drawing, negotiation or incurring of the draft, billof exchange, acceptance or obligation.

 

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

 

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

 

“StatedPrincipal Maturity” means the Stated Maturity for the payment of principal, orany installment of principal, of any Debt Security.

 

“Subsidiary”means any corporation at least a majority of the outstanding Voting Stock ofwhich shall at the time directly or indirectly be owned or controlled by the Company,or by one or more Subsidiaries, or by the Guarantor or one or moreSubsidiaries.

 

“Trustee”means the Person named as the “Trustee” in the first paragraph of thisinstrument until a successor Trustee shall have become such pursuant to theapplicable provisions of this Indenture, and thereafter “Trustee” shall mean orinclude each Person who is then a Trustee hereunder, and if at any time thereis more than one such Person, “Trustee” as used with respect to the DebtSecurities of any series shall mean the Trustee with respect to Debt Securitiesof that series.

 

“TrustIndenture Act” means the Trust Indenture Act of 1939 and any reference hereinto such Act or a particular provision thereof shall mean such Act or provision,as the case 

 

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may be,as amended or replaced from time to time or as supplemented from time to timeby rules or regulations adopted by the Commission under or in furtherance ofthe purposes of such Act or provision, as the case may be.

 

“U.S.Government Obligations” has the meaning specified in Section 1402.

 

“VotingStock”, as applied to the stock of any corporation, means stock of any class orclasses, however designated, having ordinary voting power for the election of amajority of the directors of such corporation, other than stock having suchpower only by reason of the happening of a contingency.

 

SECTION 102.                                            ComplianceCertificates and Opinions.

 

Uponany application or request by the Company or the Guarantor to the Trustee totake any action under any provision of this Indenture, the Company or theGuarantor, as the case may be, shall furnish to the Trustee an Officers’Certificate stating that all conditions precedent, if any, provided for in thisIndenture relating to the proposed action have been complied with and anOpinion of Counsel stating that in the opinion of such counsel all suchconditions precedent, if any, have been complied wish, except that in the caseof any such application or request as to which the furnishing of such documentsis specifically required by any provision of this Indenture relating to suchparticular application or request, no additional certificate or opinion need befurnished.

 

Everycertificate or opinion with respect to compliance with respect to compliancewith condition or covenant provided for in this Indenture shall include

 

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

 

(2)           abrief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such certificate or opinionare based;

 

(3)           astatement that, in the opinion of each such individual, he has made suchexamination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or conclusion has beencomplied with; and

 

(4)           astatement as to whether, in the opinion of each such individual, such conditionor covenant has been complied with.

 

SECTION 103.                                            Formof Documents Delivered to Trustee.

 

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

 

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Anycertificate or opinion of an officer of the Company or the Guarantor may bebased, insofar as it relates to legal matters, upon a certificate or opinionof, or representations by, counsel, unless such officer knows, or in theexercise of reasonable care should know, that the certificate or opinion orrepresentations with respect to the matters upon which his certificate or opinionis based is erroneous. Any such certificate or Opinion of Counsel may be based,insofar as it relates to factual matters, upon a certificate or opinion of, orrepresentations by, an officer or officers of the Company or the Guarantor, asthe case may be, stating that the information with respect to such factualmatters is in the possession of the Company or the Guarantor, as the case maybe, unless such counsel knows, or in the exercise of reasonable care shouldknow, that the certificate or opinion or representations with respect to suchmatters are erroneous.

 

Whereany Person is required to make, give or execute two or more applications,requests, consents, certificates, statements, opinions or other instrumentsunder this Indenture, they may, but need not, be consolidated and form oneinstrument.

 

SECTION 104.                                            Actsof Holders.

 

(a)           Any request, demand, authorization,direction, notice, consent, waiver or other action provided by this Indentureto be given or taken by Holders may be embodied in and evidenced by one or moreinstruments of substantially similar tenor signed by such Holders in person orby agent duly appointed in writing; and, except as herein otherwise expresslyprovided, such action shall become effective when such instrument or instrumentsare delivered to the Trustee and, where it is hereby expressly required, to theCompany and the Guarantor. Such instrument or instruments (and the actionembodied therein and evidenced thereby) are herein sometimes referred to as the“Act” of the Holders signing such instrument or instruments. Proof of executionof any such instrument or of a writing appointing any such agent shall besufficient for any purpose of this Indenture and (subject to Section 315 of theTrust Indenture Act) conclusive in favor of the Trustee, the Company and theGuarantor, if made in the manner provided in this Section.

 

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

 

(c)           The ownership, principal amount andserial numbers of Debt Securities held by any Person, and the date of thecommencement and the date of the termination of holding the same, shall beproved by the Security Register.

 

(d)           Any request, demand, authorization, direction,notice, consent, waiver or other Act of the Holder of any Debt Security shallbind every future holder of the same Debt Security and the Holder of any DebtSecurity issued upon the registration of transfer thereof or in exchangetherefor or in lieu thereof in respect of anything done, suffered or omitted bythe Trustee or the Company or the Guarantor in reliance thereon, whether or notnotation of such action is made upon such Debt Security.

 

(e)           For purposes of determining theaggregate principal amount of Outstanding Debt Securities of any series theHolders of which are required, requested or permitted to give any request,demand, authorization, direction, notice, consent, waiver or take 

 

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anyother Act under this Indenture, each Debt Security denominated in a ForeignCurrency shall be deemed to have a principal amount determined by an ExchangeRate Agent (as evidenced by a certificate of such Exchange Rate Agent) byconverting the principal amount of such Debt Security in the Foreign Currencyin which such Debt Security is denominated into Dollars at the Exchange Rate asof 9:00 A.M., New York time, on the date such Act is delivered to the Trusteeand, where it is hereby expressly required, to the Company (or, if there is nosuch rate on such date for the reasons specified in Section 311(d)(i) of theIndenture, such rate on the rate specified in such Section).

 

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

 

Exceptas provided in Sections 601(4) and (5), any request, demand, authorization,direction, notice, consent, waiver or other Act of Holders or other documentprovided or permitted by this Indenture to be made upon, given or furnished to,or filed with,

 

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

 

(2)           theCompany or the Guarantor by the Trustee or by any Holder shall be sufficientfor every purpose hereunder (unless otherwise herein expressly provided) if inwriting and mailed, first class postage prepaid, to the Company or theGuarantor, as the case may be, addressed to it at the address of its principaloffice specified in the first paragraph of this instrument or at any otheraddress previously furnished in writing to the Trustee by the Company or theGuarantor, as the case may be, Attention: Chairman of the Board of Directors, 4500 Park Granada, Calabasas,California 91302.

 

SECTION 106.                                            Noticeto Holders; Waiver.

 

Wherethis Indenture provides for notice to Holders of any event, such notice shallbe sufficiently given (unless otherwise herein expressly provided) if inwriting and mailed, first-class postage prepaid, to each Holder affected bysuch event, at his address as it appears in the Security Register, not laterthan the latest data and not earlier than the earliest date, prescribed for thegiving 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 somailed, to any particular Holder shall affect the sufficiency of such noticewith respect to other Holders. Where this Indenture provides for notice in anymatter, such notice may be waived in writing by the Person entitled to receivesuch notice, either before or after the event, and such waiver shall be theequivalent of such notice. Waivers of notice by Holders shall be filed with theTrustee, but such filing shall not be a condition precedent to the validity ofany action taken in reliance upon such waiver.

 

In theevent of suspension of regular mail service or for any other reason it shall beimpracticable to give such notice by mail, then such a notification as shall bemade with the approval of the Trustee shall constitute a sufficientnotification for every purpose hereunder.

 

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SECTION 107.                                            Conflictwith Trust Indenture Act.

 

If anyprovision hereof limits, qualifies or conflicts with any duties under anyrequired provision of the Trust Indenture Act imposed hereon by Section 318(c)thereof, such required provision shall control.

 

SECTION 108.                                            Effectof Headings and Table of Contents.

 

TheArticle and Section headings herein and the Table of Contents are forconvenience only and shall not affect the construction hereof.

 

SECTION 109.                                            Successorsand Assigns.

 

Allcovenants and agreements in this Indenture by the Company and the Guarantorshall bind their respective successors and assigns, whether or not soexpressed.

 

SECTION 110.                                            SeparabilityClause.

 

Incase any provision in this Indenture or in the Debt Securities or theGuarantees shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

 

SECTION 111.                                            Benefitsof Indenture.

 

Nothingin this Indenture or in the Debt Securities or the Guarantees, express orimplied, shall give to any Person, other than the parties hereto and theirsuccessors hereunder, any Paying Agent and the Holders, any benefit or anylegal or equitable right remedy or claim under this Indenture.

 

SECTION 112.                                            GoverningLaw.

 

ThisIndenture, the Debt Securities and the Guarantees shall be governed by andconstrued in accordance with the laws of the State of New York applicable noagreements made and to be performed in said state.

 

SECTION 113.                                            LegalHolidays.

 

Unlessotherwise specifically provided for in the applicable Debt Securities, in anycase where any Interest Payment Date, Redemption Date, Repayment Date, sinkingfund payment date, Stated Maturity, Stated Principal Maturity or Maturity ofany Debt Security shall not be a Business Day at any Place of Payment, then therequired payment of principal, premium, if any, and/or interest need not bemade at such Place of Payment on such date, but may be made on the nextsucceeding Business Day at such Place of Payment with the same force and effectas if made on the Interest Payment Date, Redemption Date, Repayment Date,sinking fund payment date, Stated Maturity, Stated Principal Maturity orMaturity, and no interest shall accrue on such payment for the period from andafter such Interest Payment Date, Repayment Date, Redemption Date, sinking fundpayment date, Stated Maturity, Stated Principal Maturity or Maturity, as thecase may be, to the next succeeding Business Day.

 

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SECTION 114.                                            Moneysof Different Currencies to be Segregated.

 

TheTrustee shall segregate all moneys, funds and accounts held by the Trusteehereunder in one currency from any moneys, funds or accounts in any othercurrencies, notwithstanding any provision herein which would otherwise permitthe Trustee to commingle such amounts.

 

SECTION 115.                                            Paymentto Be in Proper Currency.

 

Eachreference in any Debt Security, or in the Board Resolution relating thereto, toany currency shall be of the essence. The obligation of the Company or theGuarantor, as the case may be, to make any payment of principal of (andpremium, if any) and interest on any Debt Security shall not be discharged orsatisfied by any tender by the Company or the Guarantor, as the case may be, orrecovery by the Trustee, in any currency other than the Required Currency,except to the extent than such tender or recovery shall result in the Trusteetimely holding the full amount of the Required Currency then due and payable. Ifany such tender or recovery is in a currency other than the Required Currency,the Trustee may take such actions as it considers appropriate to exchange suchcurrency for the Required Currency. The costs and risks of any such exchange,including without limitation the risks of delay and exchange rate fluctuation,shall be borne by the Company or the Guarantor, as the case may be, and theCompany or the Guarantor, as the case may be, shall remain fully liable for anyshortfall or delinquency in the full amount of Required Currency then due andpayable, and in no circumstances shall the Trustee be liable therefor. TheCompany and the Guarantor each hereby waives any defense of payment based uponany such tender or recovery which is not in the Required Currency, or which,when exchanged for the Required Currency by the Trustee, is less than the fullamount of Required Currency then due and payable.

 

Anycosts incurred by or on behalf of the Company or the Guarantor, as the case maybe (other than costs incurred by the Trustee that are passed on to the Companyas provided above) in correction with the conversion of any Foreign Currency toDollars pursuant to an election made by a Holder in accordance with Section 301shall be borne by the Holder making such an election through deduction frompayments required to be made to such Holder pursuant to the terms of thisIndenture.

 

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ARTICLE TWOFORMS OF DEBT SECURITIES AND GUARANTEES

 

SECTION 201.                                            FormsGenerally.

 

TheDebt Securities and the Guarantees relating thereto shall have such appropriateinsertions, omissions, substitutions and other variations as are required orpermitted by this Indenture, and may have such letters, numbers or other marksof identification or designation and such legends or endorsements placedthereon, as the Company or the Guarantor, as the case may be, may deemappropriate and as are not inconsistent with the provisions of this Indenture,or as may be required to comply with any law or with any rule or regulationmade pursuant thereto or with any rule or regulation of any securities exchangeon which any of the Debt Securities may be listed, or to conform to usage, allas determined by the officers executing such Debt Securities, as conclusivelyevidenced by their execution of such Debt Securities.

 

TheTrustee’s certificate of authentication shall be in substantially the form setforth in Section 203.

 

SECTION 202.                                            Formsof Debt Securities and Guarantees.

 

EachDebt Security and the related Guarantee shall be in one of the forms approvedfrom time to time by or pursuant to a Board Resolution and an Officers’Certificate or one or more indentures supplemental hereto which shall set forththe information required by Section 301. If the form for a series of DebtSecurities or the related Guarantees is established by action taken pursuant toa Board Resolution, a copy of an appropriate record of such action shall becertified by the Secretary or an Assistant Secretary of the Company or theGuarantor, as the case may be, and delivered to the Trustee at or prior to thedelivery of the Officers’ Certificate setting forth the form for such series.

 

SECTION 203.                                            Formof Trustee’s Certificate of Authentication.

 

Theform of the Trustee’s certificate of authentication to be borne by the DebtSecurities shall be substantially as follows:

 

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

Thisis one of the Debt Securities of the series designated therein referred to inthe within-mentioned Indenture.

 
|   | THE BANK OF NEW YORK, |
|--------|-----------------------|
|   |                  | as Trustee |
|   |                  |   |
|   |                  |   |
|   | By:                   |   |   |   |
|   |                  | Authorized Signatory |
|        |                       |  |  |  |  |

 

SECTION 204.                                            CUSIPNumbers.

 

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

 

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ARTICLE THREETHE DEBT SECURITIES

 

SECTION 301.                                            AmountUnlimited; Issuable in Series.

 

Theaggregate principal amount of Debt Securities which may be authenticated anddelivered under this Indenture is unlimited.

 

TheDebt Securities may be issued in one or more series. There shall be establishedin or pursuant to a Board Resolution, and set forth in an Officers’Certificate, or established in one or more indentures supplemental hereto, withsuch notification to the Trustee in advance of the issuance of the DebtSecurities of any Series as may be agreed upon by the parties hereto:

 

(1)           thetitle of the Debt Securities of the series (which shall distinguish the DebtSecurities of the series from all other Debt Securities);

 

(2)           thelimit, if any, upon the aggregate principal amount of the Debt Securities ofthe series which may be authenticated and delivered under this Indenture(except for Debt Securities authenticated and delivered upon registration or,transfer of, or in exchange for, or in lieu of, other Debt Securities of theseries pursuant to Section 304, 305, 306, 1007 or 1207);

 

(3)           thedate or dates, or the method or methods, if any, by which such date or datesshall be determined or extended, on which the principal of the Debt Securitiesof the series is payable;

 

(4)           therate or rates, if any, at which the Debt Securities of the series shall bearinterest, if any, or the method or methods, if any, by which such rate or ratesare to be determined or reset, the date or dates, if any, from which such interestshall accrue, or the method or methods, if any, by which such date or datesshall be determined or reset, the Interest Payment Dates, if any, on which suchinterest shall be payable and the Regular Record Dates, if any, for theinterest payable on such Interest Payment Dates, and the basis upon whichinterest shall be calculated if other than that of a 360-day year of twelve30-day months;

 

(5)           theplace or places, if any, in addition to or other than the office or agency ofthe Company in the Borough of Manhattan, The City of New York and State of NewYork, where the principal of (and premium, if any) and interest on DebtSecurities of the series shall be payable, any Debt Securities may besurrendered for registration of transfer or exchange and notices or demands toor upon the Company or the Guarantor in respect of such Debt Securities andrelated Guarantees and this Indenture may be served;

 

(6)           theperiod or periods within which or the date or dates on which, if any, the priceor prices at which and the terms and conditions upon which Debt Securities ofthe series may be redeemed, in whole or in part, at the option of the Company;

 

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(7)           theobligation, if any, of the Company to redeem, repay or purchase Debt Securitiesof the series pursuant to any sinking fund or analogous provisions or at theoption of the Holders thereof, and the period or periods within which, theprice or prices at which and the other terms and conditions upon which Debt Securitiesof the series shall be redeemed, repaid or purchased, in whole or in part,pursuant to such obligation;

 

(8)           ifother than denominations of $1,000 and any integral multiple thereof, thedenominations in which Debt Securities of the series shall be issuable;

 

(9)           ifother than the principal amount thereof, the portion of the principal amount ofDebt Securities of the series which shall be payable upon declaration ofacceleration of the Maturity thereof pursuant to Section 602;

 

(10)         provisions,if any, for the defeasance of Debt Securities of the series;

 

(11)         (A)the currency of denomination of the Debt Securities of any series, which may bein Dollars or any Foreign Currency, (B) if such Debt Securities aredenominated in a Foreign Currency which is a composite currency, the agency ororganization, if any, responsible for overseeing such composite currency and(C) if such Debt Securities are denominated in a Foreign Currency other than acomposite currency, the capital city of the country of such Foreign Currency;

 

(12)         thedesignation of the currency or currencies in which payment of the principal of(and premium, if any) and interest on the Debt Securities of the series will bemade, and, if such currency or currencies is a Foreign Currency, whetherpayment of the principal (and premium, if any) or the interest on such DebtSecurities, at the election of a Holder thereof, may instead be payable inDollars and the terms and conditions upon which such election may be made;

 

(13)         anyadditional Events of Default or restrictive covenants provided for with respectto Debt Securities of the series;

 

(14)         anyother terms of the series (which terms shall not be inconsistent with theprovisions of this Indenture), including any terms which may be required or advisableunder United States laws or regulations or advisable in connection wish themarketing of Debt Securities of the series;

 

(15)         ifthe Debt Securities of such series are to be denominated or payable in aForeign Currency, the designation of the initial Exchange Rate Agent and, ifother than as set forth herein, the definition of the Exchange Rate;

 

(16)         theform of Debt Securities of such series and, if issuable in global form, thename of the depository with respect thereto and the terms upon which and thecircumstances under which such Notes may be exchanged; and

 

(17)         theability, if any, of the Holder of a Debt Security to renew all or any portionof a Debt Security.

 

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AllDebt Securities of any one series shall be substantially identical except as tothe currency of payments due thereunder, denomination, the rate or rates ofinterest, if any, and Maturity and except as may otherwise be provided in orpursuant to such Board Resolution and set forth in such Officers’ Certificateor in any such indenture supplemental hereto. In addition, all Debt Securitiesof any one series need not be issued at the same time and, unless otherwise soprovided by the Company, a series may be reopened for issuance of additionalDebt Securities of such series or to establish additional terms of such seriesof Debt Securities.

 

If anyof the terms of a series of Debt Securities is established by an action takenpursuant to a Board Resolution, a copy of an appropriate record of such actionshall be certified by the Secretary or an Assistant Secretary of the Companyand delivered to the Trustee at or prior to the delivery of the Officers’Certificate setting forth the terms of such series.

 

SECTION 302.                                            Denominations.

 

Unlessotherwise specified in a supplemental indenture, the Debt Securities of eachseries shall be issuable in registered form without coupons in suchdenominations as shall be specified in accordance with the requirements ofSection 301. In the absence of any such provisions with respect to the DebtSecurities of any series, the Debt Securities of such series shall be issuablein denominations of $1,000 or any integral multiple thereto. Debt Securitiesdenominated in a Foreign Currency shall be issuable in such denominations asare established with respect to such Debt Securities in or pursuant to thisIndenture.

 

SECTION 303.                                            Execution,Authentication, Delivery and Dating.

 

(a)           The Debt Securities shall be executedon behalf of the Company by its Chairman of the Board, its President or one ofits Vice Presidents, under its corporate seal reproduced thereon attested byits Secretary or one of its Assistant Secretaries. The signature of any ofthese officers on the Debt Securities may be manual or facsimile.

 

DebtSecurities bearing the manual or facsimile signatures of individuals who wereat any time the proper officers of the Company shall bind the Company,notwithstanding that such individuals or any of them have ceased to hold suchoffices prior to the authentication and delivery of such Debt Securities or didnot hold such offices at the date of such Debt Securities.

 

(b)           At any time and from time to timeafter the execution and delivery of this Indenture, the Company may deliverDebt Securities of any series executed by the Company, with the relatedGuarantees endorsed thereon by the Guarantor, to the Trustee forauthentication, together with a Company Order for the authentication anddelivery of each such series of such Debt Securities, and the Trustee in accordancewith the Company Order shall authenticate and deliver such Debt Securities. TheTrustee shall be entitled to receive, prior to the authentication and deliveryof such Debt Securities, the supplemental indenture or the Board Resolution byor pursuant to which the form and terms of such Debt Securities have beenapproved (and, if such form or terms are approved, pursuant to a BoardResolution, an Officers’ Certificate approving such terms and form), anOfficers’ Certificate as to the absence of any event which is, or after 

 

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noticeor lapse of time or both would become, an Event of Default, and an Opinion ofCounsel stating that:

 

(1)           allinstruments furnished by the Company to the Trustee in connection with theauthentication and delivery of such Debt Securities conform to the requirementsof this Indenture and constitute sufficient authority hereunder for the Trusteeto authenticate and deliver such Debt Securities;

 

(2)           theform and terms of such Debt Securities have been established in conformity withthe provisions of this Indenture;

 

(3)           inthe event that the form or terms of such Debt Securities have been establishedin a supplemental indenture the execution and delivery of such supplemental indenturehave been duly authorized by all necessary corporate action of the Company,such supplemental indenture has been duly executed and delivered by the Companyand, assuming due authorization, execution and delivery by the Trustee, willconstitute a legal, valid and binding obligation enforceable against theCompany in accordance with its terms, subject to applicable bankruptcy,insolvency and similar laws affecting creditors’ rights generally and subject,as to enforceability, to general principles of equity (regardless of whetherenforcement is sought in a proceeding in equity or at law);

 

(4)           theexecution and delivery of such Debt Securities have been duly authorized by allnecessary corporate action of the Company and such Debt Securities have been dulyexecuted by the Company, and, assuming due authentication by the Trustee anddelivery by the Company, will constitute the legal, valid and bindingobligations of the Company enforceable against the Company in accordance withtheir terms, entitled to the benefit of the Indenture, subject to applicablebankruptcy, insolvency and similar laws affecting creditors’ rights generallyand subject, as to enforceability, to general principles of equity (regardlessof whether enforcement is sought in a proceeding in equity or at law);

 

(5)           thatall laws and requirements hereunder in respect of the execution and delivery bythe Company of such Debt Securities have been complied with; and

 

(6)           suchother matters as the Trustee may reasonably request.

 

(c)           If all the Debt Securities of anyseries are not to be issued at one time, it shall not be necessary to deliveran Opinion of Counsel and Officers’ Certificates at the time of issuance ofeach Debt Security, but such opinion and certificate, with appropriate modifications,shall be delivered at or before the time of issuance of the first Debt Securityof such series. Any request by the Company that the Trustee authenticate DebtSecurities of such series will be deemed to be a certification by the Companythat (i) all conditions precedent provided for in this Indenture relating tothe authentication and delivery of such Debt Securities have been complied withand (ii) there has not occurred an event which is, or after notice orlapse of time or both, would become an Event of Default.

 

Notwithstandingthe above, if the terms of Debt Securities are to be established pursuant to asupplemental indenture, the Company shall deliver to the Trustee, together with

 

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suchsupplemental indenture, the Opinion of Counsel referred to in subsection (b),above, and the Officers’ Certificate, referred to in subsection (b), above,regarding the absence of an Event of Default.

 

(d)           The Trustee shall not be required toauthenticate such Debt Securities if the issuance of such Debt Securitiespursuant to this Indenture will affect the Trustee’s own rights, duties orimmunities under the Debt Securities and this Indenture or otherwise in amanner which is not reasonably acceptable to the Trustee or if the Trusteedetermines that such authentication may not lawfully be made or if the Trusteereasonably determines that such authentication would be prejudicial to theHolders of Outstanding Debt Securities.

 

(e)           Each Debt Security shall be dated thedate of its authentication.

 

(f)            No Debt Security shall be entitledto any benefit under this Indenture or be valid or obligatory for any purposeunless there appears on such Debt Security a certificate of authenticationsubstantially in the form provided for herein duly executed by the Trustee bymanual signature of one of its authorized officers, and such certificate uponany Debt Security shall be conclusive evidence, and the only evidence, thatsuch Debt Security has been duly authenticated and delivered hereunder and isentitled to the benefits of this Indenture.

 

SECTION 304.                                            TemporaryDebt Securities.

 

Pendingthe preparation of definitive Debt Securities of any series, the Company mayexecute, and upon Company Order the Trustee shall authenticate and deliver,temporary Debt Securities which are printed, lithographed, or otherwiseproduced, in any authorized denomination, substantially of the tenor of thedefinitive Debt Securities in lieu of which they are issued and with suchappropriate insertions, omissions, substitutions and other variations as theofficers executing such Debt Securities may determine, as conclusivelyevidenced by their execution of such Debt Securities.

 

Exceptin the case of temporary Debt Securities in global form, which shall beexchanged in accordance with the provisions thereof, if temporary DebtSecurities of any series are issued, the Company will cause definitive DebtSecurities of such series to be prepared without unreasonable delay. After thepreparation of definitive Debt Securities of such series, the temporary DebtSecurities of such series shall be exchangeable for definitive Debt Securitiesof such series upon surrender of the temporary Debt Securities of such seriesat the office or agency of the Company or the Guarantor in a Place of Paymentfor such series, without charge to the Holder. Upon surrender for cancellationof any one or more temporary Debt Securities of any series, the Company shallexecute and the Trustee shall authenticate and deliver in exchange therefor alike principal amount of definitive Debt Securities (having the Guarantees dulyendorsed thereon) of the same series of authorized denominations and of thesame Stated Maturity. Unless otherwise specified as contemplated by Section 301with respect to temporary Debt Securities in global form until so exchanged,the temporary Debt Securities of any series shall in all respects be entitledto the same benefits under this Indenture as definitive Debt Securities of suchseries.

 

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SECTION 305.                                            Registration,Registration of Transfer and Exchange.

 

TheCompany shall cause to be kept at one of its offices or agencies maintainedpursuant to Section 1102 a register (the register maintained in such office beingherein sometimes referred to as the “Security Register”) in which, subject tosuch reasonable regulations as it may prescribe, the Company shall provide forthe registration of Debt Securities and of transfers of Debt Securities. Saidoffice or agency is hereby appointed “Security Registrar” for the purpose ofregistering Debt Securities and transfers of Debt Securities as hereinprovided.

 

Uponsurrender for registration of transfer of any Debt Security of any series atthe office or agency of the Company maintained for such purpose, the Companyshall execute, and the Trustee shall authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Debt Securities(having the Guarantees duly endorsed thereon) of the same series of anyauthorized denomination or denominations, of like tenor and aggregate principalamount.

 

Unlessotherwise specified as contemplated by Section 301 with respect to DebtSecurities in global form at the option of the Holder, Debt Securities of anyseries may be exchanged for other Debt Securities of the same series containingidentical terms and provisions of any authorized denomination or denominations,of like aggregate principal amount, upon surrender of the Debt Securities to beexchanged at such office or agency. Whenever any Debt Securities are sosurrendered for exchange, the Company shall execute, and the Trustee shallauthenticate and deliver, the Debt Securities (having the Guarantees dulyendorsed thereon) which the Holder making the exchange is entitled to receive.

 

Notwithstandingthe foregoing, unless otherwise specified as contemplated in Section 301, anyglobal Debt Security shall be exchangeable for definitive Debt Securities onlyif (i) the depository is at any time unwilling, unable or ineligible tocontinue as Depository and a successor depository is not appointed by theCompany within 60 days of the date the Company is so informed in writing, (ii)the Company executes and delivers to the Trustee a Company Order to the effectthat such global Debt Security shall be so exchangeable, or (iii) an Event ofDefault has occurred and is continuing with respect to the Debt Securities. Ifthe beneficial owners of interests in a global Debt Security are entitled toexchange such interests for definitive Debt Securities, then withoutunnecessary delay but in any event not later than the earliest date on whichsuch interests may be so exchanged, the Company shall deliver to the Trusteedefinitive Debt Securities in such form and denominations as are required by orpursuant to this Indenture, and of the same series, containing identical termsand in aggregate principal amount equal to the principal amount of, such globalDebt Security, executed by the Company. On or after the earliest date on whichsuch interests may be so exchanged, such global Debt Security shall besurrendered from time to time by the depository specified in the Company Orderwith respect thereto, and in accordance with instructions given to the Trusteeand such depository, as the case may be (which instructions shall be in writingbut need be contained in or accompanied by an Officers’ Certificate or beaccompanied by an Opinion of Counsel), as shall be specified in the CompanyOrder with respect thereto to the Trustee, as the Company’s agent for suchpurpose, to be exchanged, in whole or in part, for definitive Debt Securitiesas described above without charge. The Trustee shall authenticate and makeavailable for delivery, in exchange for each 

 

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portionof such surrendered global Debt Security, a like aggregate principal amount ofdefinitive Debt Securities of the same series of authorized denominations andof like tenor as the portion of such global Debt Security to be exchanged;provided, however, that no such exchanges may occur during a period beginningat the opening of business 15 days before any selection of Debt Securities ofthe same series and continuing identical terms to be redeemed and ending on therelevant Redemption Date. Promptly following any such exchange in part, suchglobal Debt Security shall be returned by the Trustee to such Depository. If aDebt Security is issued in exchange for any portion of a global Debt Securityafter the close of business at the office or agency of the Company for suchDebt Security where such exchange occurs on or after (i) any Regular RecordDate for such Debt Security and before the opening of business at such officeor agency on the next Interest Payment Date, or (ii) any Special Record Datefor such Debt Security and before the opening of business at such office oragency on the related proposed date for payment of interest or DefaultedInterest, as the case may be, interest shall not be payable on such InterestPayment Date or proposed date for payment, as the case may be, in respect ofsuch Debt Security, but shall be payable on such Interest Payment Date orproposed date for payment, as the case may be, only to the Person to whominterest in respect of such portion of such global Debt Security shall bepayable in accordance with the provisions of this Indenture.

 

AllDebt Securities and Guarantees endorsed thereon issued upon any registration oftransfer or exchange of Debt Securities shall be the valid obligations of theCompany and the Guarantor, respectively, evidencing the same debt, and entitledto the same benefits under this Indenture, as the Debt Securities andGuarantees endorsed thereon surrendered upon such registration of transfer orexchange.

 

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

 

Noservice charge shall be made for any registration of transfer or exchange ofDebt Securities, but the Company may require payment of a sum sufficient tocover any tax or other governmental charge that may be imposed in connectionwith any transfer, registration of transfer or exchange of Debt Securities,other than exchanges pursuant to Section 304, 1007 or 1207 not involving anytransfer.

 

Exceptas otherwise provided in or pursuant to this Indenture the Company shall not berequired (i) to issue, register the transfer of or exchange Debt Securities ofany particular series during a period beginning at the opening of business 15days before the day of the mailing of a notice of redemption of Debt Securitiesof such series selected for redemption under Section 1203 and ending at theclose of business on the day of such mailing, (ii) to register the transfer ofor exchange any Debt Security called for redemption in whole or in part, exceptthe unredeemed portion of any Debt Security being redeemed in part, or (iii) toissue, register the transfer of or exchange any Debt Security which has beensurrendered for repayment at the option of the Holder thereof, except theportion, if any, of such Debt Security not to be so repaid.

 

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

 

If (i)any mutilated Debt Security is surrendered to the Trustee, or (ii) the Companyand the Trustee receive evidence to their satisfaction of the destruction, lossor theft of any Debt Security, and there is delivered to the Company, theGuarantor and the Trustee such security or indemnity as may be required by themto save each of them harmless, then, in the absence of notice to the Company orthe Trustee that such Debt Security has been acquired by a bona fide purchaser,the Company shall execute and upon its written request the Trustee shall authenticateand deliver, in exchange for any such mutilated Debt Security or in lieu of anysuch destroyed, lost or stolen Debt Security, a new Debt Security (having aGuarantee duly endorsed thereon) containing identical provisions and of likeprincipal amount bearing a number not contemporaneously outstanding.

 

Incase any such mutilated, destroyed, lost or stolen Debt Security has become oris about to become due and payable, the Company in its discretion may, insteadof issuing a new Debt Security, pay such Debt Security.

 

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

 

Everynew Debt Security of any series issued pursuant to this Section in lieu of anydestroyed, lost or stolen Debt Security shall constitute an original additionalcontractual obligation of the Company, whether or not the destroyed, lost orstolen Debt Security shall be at any time enforceable by anyone, and shall beentitled to all the benefits of this Indenture equally and proportionately withany and all other Debt Securities of that series and related Guarantees dulyissued hereunder.

 

Theprovisions of this Section are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement orpayment of mutilated, destroyed, lost or stolen Debt Securities.

 

SECTION 307.                                            Paymentof Interest; Interest Rights Preserved.

 

(a)           Unless otherwise specified ascontemplated by Section 301, interest on any Debt Security which is payable,and is punctually paid or duly provided for, on any Interest Payment Date shallbe paid to the Person in whose name that Debt Security (or one or morePredecessor Securities) is registered at the close of business on the RegularRecord Date for such interest, except that in the case of a Debt Securityissued between a Regular Record Date and the initial Interest Payment Daterelating to such Regular Record Date, interest for the period beginning on thedate of issue and ending on such initial Interest Payment Date shall be paid tothe person to whom such Debt Security shall have been originally issued. Unlessotherwise specified as contemplated by Section 301, at the option of theCompany, payment of interest on any Debt Security may be made by check mailedto the address of the Person entitled thereto as such address shall appear in theSecurity Register.

 

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Unlessotherwise specified as contemplated by Section 301, any interest on any DebtSecurity of any series which is payable, but is not punctually paid or dulyprovided for, on any Interest Payment Date (herein called “Defaulted Interest”)shall forthwith cease to be payable to the registered Holder on the relevantRegular Record Date by virtue of his having been such Holder, and suchDefaulted Interest may be paid by the Company or the Guarantor, at its electionin each case, as provided in Clause (1) or (2) below:

 

(1)           TheCompany or the Guarantor may elect to make payment of any Defaulted Interest tothe Persons in whose names the Debt Securities of such series (or theirrespective Predecessor Securities) are registered at the close of business on aSpecial Record Date for the payment of such Defaulted Interest, which shall befixed in the following manner. The Company or the Guarantor shall notify theTrustee in writing of the amount of Defaulted Interest proposed to be paid oneach Debt Security of such series and the date of the proposed payment, and atthe same time the Company or the Guarantor, as the case may be, shall depositwith the Trustee an amount of money equal to the aggregate amount proposed tobe paid in respect of such Defaulted Interest or shall make arrangementssatisfactory to the Trustee for such deposit prior to the date of the proposedpayment, such money when deposited to be held in trust for the benefit of thePersons entitled to such Defaulted Interest as in this clause provided. Thereuponthe Trustee shall fix a Special Record Date for the payment of such DefaultedInterest which shall be not more than 15 days and not less than 10 days priorto the date of the proposed payment and not less than 10 days after the receiptby the Trustee of the notice of the proposed payment. The Trustee shallpromptly notify the Company or the Guarantor, as the case may be, of suchSpecial Record Date and, in the name and at the expense of the Company or theGuarantor, as the case may be, shall cause notice of the proposed payment ofsuch Defaulted Interest and the Special Record Date therefor to be mailed,first-class postage prepaid, to each Holder of Debt Securities of such seriesat his address as it appears in the Security Register, not less than 10 daysprior to such Special Record Date. Notice of the proposed payment of suchDefaulted Interest and the Special Record Date therefor having been mailed asaforesaid, such Defaulted Interest shall be paid to the Persons in whose namesthe Debt Securities of such series (or their respective Predecessor Securities)are registered at the close of business on such Special Record Date and shallno longer be payable pursuant to the following clause (2).

 

(2)           TheCompany or the Guarantor may make payment of any Defaulted Interest on the DebtSecurities of any series in any other lawful manner not inconsistent with therequirements of any securities exchange on which the Debt Securities may belisted, and upon such notice as may be required by such exchange, if, afternotice given by the Company to the Trustee of the proposed payment pursuant tothis Clause, such manner of payment shall be deemed practicable by the Trustee.

 

(b)           The provisions of this Section 307(b)may be made applicable to any series of Debt Securities issued pursuant toSection 301 (with such modifications, additions or substitutions as may bespecified pursuant to such Section 301). The interest rate (or the spread and/orspread multiplier used to calculate such interest rate, if applicable) on anyDebt Security of such series may be reset by the Company at its option on thedate or dates specified in such Debt Security (each, an “Optional Reset Date”).The Company may exercise such option with 

 

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respectto any such Debt Security by notifying the Trustee of such exercise at least 45but not more than 60 calendar days prior to an Optional Reset Date for suchDebt Security. If the Company so notifies the Trustee of such exercise, notlater than 40 calendar days prior to such Optional Reset Date the Trustee shalltransmit, in the manner provided for in Section 106, to the Holder of such DebtSecurity a notice (the “Reset Notice”) indicating (i) that the Company haselected to reset the interest rate (or the spread and/or spread multiplier usedto calculate such interest rate, if applicable), (ii) such new interest rate(or such new spread and/or spread multiplier, if applicable) and (iii) theprovisions, if any, for redemption by the Company during the period from suchOptional Reset Date to the next Optional Reset Date or, if there is no suchnext Optional Reset Date, to the Stated Principal Maturity of such DebtSecurity (each such period, a “Subsequent Interest Period”), including the dateor dates on which, or the period or periods during which, and the price orprices at which such redemption may occur during such Subsequent InterestPeriod.

 

Notwithstandingthe foregoing, not later than 20 calendar days prior to the applicable OptionalReset Date for a Debt Security, the Company may, at its option, revoke theinterest rate (or the spread and/or spread multiplier used to calculate suchinterest rate, if applicable) provided for in the Reset Notice and establish aninterest rate (or a spread and/or spread multiplier used to calculate suchinterest rate, if applicable) that is higher than the interest rate (or thespread and/or spread multiplier, if applicable) provided for in the ResetNotice, for the Subsequent Interest Period by causing the Trustee to transmit,in the manner provided for in Section 106, notice of such higher interest rate(or such higher spread and/or spread multiplier, if applicable) to the Holderof such Debt Security. Such notice shall be irrevocable. All Debt Securitieswith respect to which the interest rate (or the spread and/or spread multiplierused to calculate such interest rate, if applicable) is reset on an OptionalReset Date, and with respect to which the Holders of such Debt Securities havenot surrendered such Debt Securities for repayment (or have validly revoked anysuch surrender) pursuant to the next succeeding paragraph, will bear suchhigher interest rate (or such higher spread and/or spread multiplier, ifapplicable).

 

If theprovisions of Section 307(b) are made applicable to any Debt Security and theCompany notifies the Trustee of the exercise of its option to reset theinterest rate (or the spread and/or spread multiplier used to calculate suchinterest rate, if applicable) on such Debt Security on an Optional Reset Date,the Holder of such Debt Security will have the option to elect repayment by theCompany of such Debt Security on such Optional Reset Date at a price equal tothe principal amount thereof plus any accrued interest to such Optional ResetDate. In order to obtain repayment of such Debt Security on such Optional ResetDate, the Holder must follow the procedures set forth in Section 1503 forrepayment at the option of Holders, except that (i) the period for delivery ofsuch Debt Security or notification to the Trustee shall be at least 25 but notmore than 35 calendar days prior to such Optional Reset Date and (ii) if theHolder has surrendered such Debt Security for repayment following receipt ofthe Reset Notice, the Holder may revoke such surrender for repayment by writtennotice to the Trustee received prior to 5:00 P.M., New York City time, on thetenth calendar day prior to such Optional Reset Date.

 

Subjectto the foregoing provisions of this Section and Section 305, each Debt Securitydelivered under this Indenture upon registration of transfer of or in exchangefor or in 

 

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lieu ofany other Debt Security shall carry the rights to interest accrued and unpaid,and to accrue, which were carried by such other Debt Security.

 

SECTION 308.                                            PersonsDeemed Owners.

 

Priorto due presentment of a Debt Security for registration of transfer, theCompany, the Guarantor, the Trustee and any agent of the Company, the Guarantoror the Trustee may treat the Person in whose name such Debt Security isregistered as the owner of such Debt Security for the purpose of receivingpayment of principal of (and premium, if any) and (subject to Sections 305 and307) interest on such Debt Security and for all other purposes whatsoever,whether or not such Debt Security be overdue, and neither the Company, theGuarantor, the Trustee nor any agent of the Company, the Guarantor or theTrustee shall be affected by notice to the contrary.

 

Noholder of any beneficial interest in any global Debt Security held on itsbehalf by a depository shall have any rights under this Indenture with respectto such global Debt Security, and such depository may be treated by theCompany, the Guarantor, the Trustee, and any agent of the Company, theGuarantor or the Trustee as the owner of such global Debt Security for allpurposes whatsoever. None of the Company, the Guarantor, the Trustee nor anyagent of the Company, the Guarantor or the Trustee will have any responsibilityor liability for any aspect of the records relating to or payments made onaccount of beneficial ownership interests of a global Debt Security or formaintaining, supervising or reviewing any records relating to such beneficialownership interests.

 

SECTION 309.                                            Cancellation.

 

Unlessotherwise provided with respect to a series of Debt Securities, all DebtSecurities surrendered for payment, redemption, repayment, registration oftransfer or exchange or for credit against any sinking fund payment shall, ifsurrendered to any Person other than the Trustee, be delivered to the Trusteeand shall be promptly cancelled by it. The Company or the Guarantor may at anytime deliver to the Trustee for cancellation any Debt Securities previouslyauthenticated and delivered hereunder which the Company or the Guarantor mayhave acquired in any manner whatsoever, and all Debt Securities so deliveredshall be promptly cancelled by the Trustee. No Debt Securities shall beauthenticated in lieu of or in exchange for any Debt Securities cancelled asprovided in this Section, except as expressly permitted by this Indenture. Allcancelled Debt Securities held by the Trustee shall be retained by the Trusteefor such period as it may, in its sole discretion, determine unless by aCompany Order or a Guarantor Order the Company or the Guarantor, as the casemay be, shall direct that the cancelled Debt Securities be returned to it.

 

SECTION 310.                                            Computationof Interest.

 

Exceptas otherwise specified as contemplated by Section 301 for Debt Securities ofany series, interest on the Debt Securities of each series shall be computed onthe basis of a year of twelve 30-day months.

 

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SECTION 311.                                            Paymentin Currencies.

 

(a)           Payment of the principal of (and premium,if any) and interest on the Debt Securities of any series shall be made in thecurrency or currencies specified pursuant to Section 301; providedthat in the case of Debt Securities of a series denominated in one or moreForeign Currencies the Holder of a Debt Security of such series may elect toreceive such payment in Dollars if authorized pursuant to Section 301(12).

 

AHolder may make such election by delivering to the Trustee a written noticethereof, substantially in the form attached hereto as Exhibit A or in suchother form as may be acceptable to the Trustee, not later than the close ofbusiness on the Regular or Special Record Date immediately preceding theapplicable Interest Payment Date or the fifteenth day immediately preceding theMaturity of an installment of principal, as the case may be. Such electionshall remain in effect with respect to such Holder until such Holder deliversto the Trustee a written notice rescinding such election, provided thatany such notice must be delivered to the Trustee not later than the close ofbusiness on the Regular or Special Record Date immediately preceding the nextInterest Payment Date or the fifteenth day immediately preceding the Maturityof an installment of principal, as the case may be, in order to be effectivefor the payment to be made thereon; and provided, further, thatno such rescission may be made with respect to payments to be made on any DebtSecurity with respect to which notice of redemption has been given by theCompany pursuant to Article Twelve or a notice of option to elect repayment hasbeen sent by a Holder or transferee pursuant to Article Fifteen.

 

(b)           If at least one Holder has made theelection referred to in subsection (a) above to receive payments in Dollars ona series of Debt Securities denominated in one or more Foreign Currencies, thenthe Trustee shall deliver to the Company, not later than the fourth BusinessDay after the Regular or Special Record Date with respect to an InterestPayment Date or the tenth day immediately preceding the Maturity of aninstallment of principal, as the case may be, a written notice specifying theamount of principal of (and premium, if any) and interest on such series ofDebt Securities to be paid in Dollars on such payment date.

 

(c)           Except as otherwise specified ascontemplated by Section 301 hereof, if at least one Holder has made theelection referred to in subsection (a) above to receive payments in Dollars ona series of Debt Securities denominated in one or more Foreign Currencies, thenthe amount receivable by Holders of a series of Debt Securities who haveelected payment in Dollars shall be determined by the Company on the basis ofthe applicable Exchange Rate set forth in the applicable Exchange Rate Officer’sCertificate. The Company shall deliver, not later than the eighth day followingeach Regular or Special Record Date or the sixth day immediately preceding theMaturity of an installment of principal, as the case may be, to the Trustee anExchange Rate Officer’s Certificate in respect of the payments to be made tosuch Holders on such payment date.

 

(d)           (i) If the Foreign Currency in which a series of Debt Securities isdenominated is not available to the Company for making payment thereof due tothe imposition of exchange controls or other circumstances beyond the controlof the Company, then with respect to each date for the payment of principal of(and premium, if any) and interest on such series of Debt Securities occurringafter the final date on which the Foreign Currency was so 

 

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used,all payments with respect to the Debt Securities of any such series shall bemade in Dollars. If payment is to be made in Dollars to the Holders of any suchseries of Debt Securities pursuant to the provisions of the preceding sentence,then the amount to be paid in Dollars on a payment date by the Company to theTrustee and by the Trustee or any Paying Agent to Holders shall be determinedby an Exchange Rate Agent and shall be equal to the sum obtained by convertingthe specified Foreign Currency into Dollars at the applicable Exchange Rate, orif no rate is quoted for such Foreign Currency, the last date such rate isquoted.

 

(ii)  If any composite currency in which a DebtSecurity is denominated or payable ceases to be used for the purposes for whichit was established or is not available due to circumstances beyond the controlof the Company, then with respect to each date for the payment of principal of(and premium, if any) and interest on a series of Debt Securities denominatedin such composite currency (the “Conversion Date”) occurring after the lastdate on which the composite currency was so used, all payments with respect tothe Debt Securities of any such series shall be made in Dollars. If paymentwith respect to Debt Securities of a series denominated in a composite currencyis to be made in Dollars pursuant to the provisions of the preceding sentence,then the amount to be paid in Dollars on a payment date by the Company to the Trusteeand by the Trustee or any Paying Agent to Holders shall be determined by anExchange Rate Agent and shall be equal to the sum of the amounts obtained byconverting each Component of such composite currency into Dollars at itsrespective Exchange Rate, multiplied by the number of units of the compositecurrency that would have been so paid had the composite currency not ceased tobe so used.

 

(e)           All decisions and determinations ofan Exchange Rate Agent regarding the Exchange Rate or conversion of ForeignCurrency (other than a composite currency) into Dollars pursuant to subsection(d) (i) above or the conversion of a composite currency into Dollars pursuantto subsection (d) (ii) shall, in the absence of manifest error, be conclusivefor all purposes and irrevocably binding upon the Company, the Trustee, anyPaying Agent and all Holders of the Debt Securities. If a Foreign Currency(other than a composite currency) in which payment of a series of DebtSecurities may be made, pursuant to subsection (a) above, is not available tothe Company for making payments thereof due to the imposition of exchangecontrols or other circumstances beyond the control of the Company, the Company,after learning thereof, will give notice thereof to the Trustee immediately(and the Trustee promptly thereafter will give notice to the Holders in themanner provided in Section 106) specifying the last date on which the ForeignCurrency was used for the payment of principal of (and premium, if any) orinterest on such series of Debt Securities. In the event any composite currencyin which a Debt Security is denominated or payable ceases to be used for thepurposes for which it was established or is not available due to circumstancesbeyond the control of the Company, the Company, after learning thereof, willgive notice thereof to the Trustee immediately (and the Trustee promptlythereafter will give notice to the Holders in the manner provided in Section106). In the event of any subsequent change in any Component, the Company,after learning thereof, will give notice to the Trustee similarly (and theTrustee promptly thereafter will give notice to the Holders in the mannerprovided in Section 106). The Trustee shall be fully justified and protected inrelying and acting upon the information so received by it from the Company andshall not otherwise have any duty or obligation to determine such informationindependently.

 

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SECTION312. Optional Extension of Stated Principal Maturity.

 

Theprovisions of this Section 312 may be made applicable to any series of DebtSecurities issued pursuant to Section 301 (with such modifications, additionsor substitutions as may be specified pursuant to such Section 301). The StatedPrincipal Maturity of any Debt Security of such series may be extended by theCompany at its option for the period or periods specified in such Debt Security(each such period, an “Extension Period”) up to but not beyond the date (the “FinalMaturity”) specified in such Debt Security. The Company may exercise suchoption with respect to any such Debt Security by notifying the Trustee of suchexercise at least 45 but not more than 60 calendar days prior to the StatedPrincipal Maturity of such Debt Security then in effect (the “Current StatedPrincipal Maturity”). If the Company so notifies the Trustee of such exercise,not later than 40 calendar days prior to the Current Stated Principal Maturitythe Trustee shall transmit, in the manner provided for in Section 106, to theHolder of such Debt Security a notice (the “Extension Notice”) indicating (i)that the Company has elected to extend the Current Stated Principal Maturity,(ii) the new Stated Principal Maturity and the Final Maturity, (iii) theinterest rate (or the spread and/or spread multiplier used to calculate suchinterest rate, if applicable) applicable to the Extension Period and (iv) theprovisions, if any, for redemption by the Company during such Extension Period,including the date or dates on which, or the period or periods during which,and the price or prices at which such redemption may occur during suchExtension Period. Upon the Trustee’s transmittal of the Extension Notice to theHolder of such Debt Security, the Current Stated Principal Maturity of suchDebt Security shall be extended automatically and, except as modified by theExtension Notice and as described in the next two paragraphs, such DebtSecurity will have the same terms as prior to the transmittal of such ExtensionNotice.

 

Notwithstandingthe foregoing, not later than 20 calendar days prior to the Current StatedPrincipal Maturity of such Debt Security, the Company may, at its option,revoke the interest rate (or the spread and/or spread multiplier used tocalculate such interest rate, if applicable) provided for in the ExtensionNotice and establish an interest rate (or a spread and/or spread multiplierused to calculate such interest rate, if applicable) that is higher than theinterest rate (or the spread and/or spread multiplier, if applicable) providedfor in the Extension Notice for the Extension Period by causing the Trustee totransmit, in the manner provided for in Section 106, notice of such higherinterest rate (or such higher spread and/or spread multiplier, if applicable)to the Holder of such Debt Security. Such notice shall be irrevocable. All DebtSecurities with respect to which the Current Stated Principal Maturity isextended, and with respect to which the Holders of such Debt Securities havenot surrendered such Debt Securities for repayment (or have validly revoked anysuch surrender), will bear such higher interest rate (or such higher spreadand/or spread multiplier, if applicable).

 

If theprovisions of this Section 312 are made applicable to any Debt Security and theCompany notifies the Trustee of the exercise of its option to extend theCurrent Stated Principal Maturity of such Debt Security, the Holder of suchDebt Security will have the option to elect repayment of such Debt Security bythe Company on the Current Stated Principal Maturity at a price equal to theprincipal amount thereof plus any accrued interest to the Current StatedPrincipal Maturity. In order to obtain repayment of such Debt Security on theCurrent Stated Principal Maturity, the Holder must follow the procedures setforth in Section 1503 for repayment at the option of Holders, except that (i)the period for delivery of such Debt Security or notification to the Trusteeshall be at least 25 but not more than 35 calendar days prior to the Current StatedPrincipal Maturity and (ii) if the Holder has surrendered such Debt Securityfor 

 

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repaymentfollowing receipt of the Extension Notice, the Holder may revoke such surrenderfor repayment prior to 5:00 P.M., New York City time, on the tenth calendar dayprior to the Current Stated Principal Maturity.

 

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ARTICLE FOURGUARANTEES OF DEBT SECURITIES

 

SECTION 401.                                            UnconditionalGuarantee.

 

TheGuarantor hereby unconditionally guarantees to each Holder of a Debt Securityauthenticated and delivered by the Trustee the due and punctual payment of theprincipal of and premium, if any, and any interest on such Debt Security andthe due and punctual payment of the sinking fund payments, if any, provided forpursuant to the terms of such Debt Security, when and as the same shall becomedue and payable, whether at maturity, by acceleration, redemption or otherwise,in accordance with the terms of such Debt Security and of this Indenture. Incase of the failure of the Company punctually to pay any such principal,premium, interest or sinking fund payment, the Guarantor hereby agrees to causeany such payment to be made punctually when and as the same shall become due andpayable, whether at maturity, upon acceleration, redemption or otherwise, andas if such payment were made by the Company.

 

TheGuarantor hereby agrees that its obligations hereunder shall be as principaland not merely as surety, and shall be absolute, irrevocable and unconditional,irrespective of, and shall be unaffected by, any invalidity, irregularity orunenforceability of such Debt Security or this Indenture, any failure toenforce the provisions of any such Debt Security or this Indenture, or any waiver,modification, consent or indulgence granted to the Company with respect theretoby the Holder of such Debt Security or the Trustee, the recovery of anyjudgment against the Company or any action to enforce the same, or any othercircumstances which may otherwise constitute a legal or equitable discharge ofa surety or guarantor. The Guarantor hereby waives diligence, presentment,demand of payment, filing of claims with a court in the event of merger,insolvency or bankruptcy of the Company, any right to require a proceedingfirst against the Company, protest or notice with respect to any such DebtSecurity or the indebtedness evidenced thereby and all demands whatsoever, andcovenants that the Guarantees will not be discharged except by payment in fullof the principal of and premium, if any, and interest on, and any sinking fundpayments required with respect to, the Debt Securities and the completeperformance of all other obligations contained in the Debt Securities.

 

TheGuarantor shall be subrogated to all rights of the Holder of any Debt Securityagainst the Company in respect of any amounts paid to such Holder by theGuarantor pursuant to the provisions of the Guarantees; provided, however,that the Guarantor shall not be entitled to enforce, or to receive any paymentsarising out of or based upon, such right of subrogation until the principal ofand premium, if any, and interest on, and any sinking fund payments requiredwith respect to, all Debt Securities of the same series shall have been paid infull.

 

SECTION 402.                                            Execution,Authentication and Delivery.

 

Toevidence the Guarantees to the Holders specified in Section 401, the Guarantorhereby agrees to execute a Guarantee on each Debt Security authenticated anddelivered by the Trustee. The Guarantees shall be executed on behalf of theGuarantor by its Chairman of the Board, one of its Vice Chairmen, its Presidentor one of its Vice Presidents, under its corporate 

 

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sealreproduced thereon, and attested by its Secretary or one of its AssistantSecretaries. The signature of any of these officers on the Guarantees may bemanual or facsimile.

 

Guaranteesbearing the manual or facsimile signatures of individuals who were at any timethe proper officers of the Guarantor shall bind the Guarantor notwithstandingthat such individuals or any of them have ceased to hold such offices prior tothe authentication and delivery of such Guarantees or did not hold such officesau the date of such Guarantees. The delivery by the Trustee of a Debt Securitywith such a Guarantee endorsed thereon shall, after the authentication of suchDebt Security hereunder, constitute due delivery of such Guarantee on behalf ofthe Guarantor.

 

NoGuarantee endorsed on any Debt Security shall be entitled to any benefit underthis Indenture or be valid or obligatory for any purpose unless there appearson the Debt Security on which such Guarantee is endorsed a certificate ofauthentication substantially in the form provided for herein executed by theTrustee by manual signature.

 

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ARTICLE FIVESATISFACTION AND DISCHARGE

 

SECTION 501.                                            Satisfactionand Discharge of Indenture.

 

ThisIndenture shall upon a Company Request or a Guarantor Request cease to be offurther effect with respect to any series of Debt Securities specified therein(except as to any surviving rights of registration of transfer or exchange ofDebt Securities of such series herein expressly provided for and rights toreceive payments of principal, premium and interest thereon) and the Trustee,at the expense of the Company and the Guarantor, shall execute properinstruments acknowledging satisfaction and discharge of this Indenture, when

 

(1)           either

 

(A)          allDebt Securities of such series theretofore authenticated and delivered (otherthan (i) Debt Securities of such series which have been destroyed, lost orstolen and which have been replaced or paid as provided in Section 306 and (ii)Debt Securities of such series for whose payment money in the Required Currencyhas theretofore been deposited in trust or segregated and held in trust by theCompany and thereafter repaid to the Company or discharged from such trust, asprovided in Section 1103) have been delivered to the Trustee for cancellation;or

 

(B)           allDebt Securities of such series not theretofore delivered to the Trustee forcancellation

 

(i)            havebecome due and payable, or

 

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

 

(iii)          areto be called for redemption within one year under arrangements satisfactory tothe Trustee for the giving of notice by the Trustee in the name, and at theexpense, of the Company,

 

and the Company or theGuarantor, in the case of (i), (ii) or (iii) above, has irrevocably depositedor caused to be deposited with the Trustee as trust funds in trust for thepurpose an amount in the Required Currency sufficient to pay and discharge theentire indebtedness on such Debt Securities for principal (and premium, if any)and interest to the date of such deposit (in the case of Debt Securities whichbecome due and payable) or to the Stated Maturity or Redemption Date, as thecase may be;

 

(2)           theCompany or the Guarantor has paid or caused to be paid all other sums payablehereunder by the Company and the Guarantor with respect to the Outstanding DebtSecurities of such series; and

 

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(3)           theCompany and the Guarantor have each delivered to the Trustee an Officers’ Certificateand an Opinion of Counsel each stating that all conditions precedent hereinprovided for relating to the satisfaction and discharge of this Indenture as tosuch series have been complied with.

 

In theevent that there are Debt Securities of two or more series hereunder, theTrustee shall be required to execute an instrument acknowledging satisfactionand discharge of the Indenture only if requested to do so with respect to theDebt Securities of such series as to which it is Trustee and if the otherconditions thereto are met.

 

Notwithstandingthe satisfaction and discharge of this Indenture with respect to any series ofDebt Securities, the obligations of the Company and the Guarantor pursuant toSection 115, the obligations of the Company and the Guarantor to the Trusteeunder Section 707 and, if money shall have been deposited with the Trusteepursuant to Subclause (B) of Clause (1) of this Section, the obligations of theTrustee under Section 502 and the last paragraph of Section 1103 shall survive.

 

SECTION 502.                                            Applicationof Trust Money.

 

Subjectto the provisions of the last paragraph of Section 1103, all money depositedwith the Trustee pursuant to Section 501 shall be held in trust and applied byit, in accordance with the provisions of the Debt Securities and thisIndenture, to the payment, either directly or through any Paying Agent(including the Company acting as its own Paying Agent) as the Trustee maydetermine, to the Persons entitled thereto, of the principal (and premium, ifany) and interest for whose payment such money has been deposited with theTrustee.

 

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ARTICLE SIXREMEDIES

 

SECTION 601.                                            Eventsof Default.

 

“Eventof Default”, wherever used herein with respect to Debt Securities of anyseries, means any one of the following events (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or beeffected by operation of law, pursuant to any judgment, decree or order of anycourt or any order, rule or regulation of any administrative or governmentalbody):

 

(1)           defaultin the payment of any interest upon any Debt Security of such series when itbecomes due and payable, and continuance of such default for a period of 30days; or

 

(2)           defaultin the payment of the principal of (or premium, if any, on) any Debt Securityof such series at its Maturity; or

 

(3)           defaultin the deposit of any sinking fund payment when and as due by the terms of aDebt Security of such series; or

 

(4)           defaultin the performance, or breach, of any covenant or warranty of the Company orthe Guarantor in this Indenture, the Debt Securities or the related Guarantees(other than a covenant or warranty a default in whose performance or whosebreach is elsewhere in this Section specifically dealt with or which hasexpressly been included in this Indenture solely for the benefit of DebtSecurities of a series other than such series), and continuance of such defaultor breach for a period of 60 days after there has been given, by registered orcertified mail, to the Company and the Guarantor by the Trustee or to theCompany, the Guarantor and the Trustee by the Holders of at least 25% inaggregate principal amount of the Outstanding Debt Securities of such series, awritten notice specifying such default or breach and requiring it to beremedied and stating that such notice is a “Notice of Default” hereunder; or

 

(5)           ifan event of default as defined in any mortgage, indenture or instrument underwhich there may be issued, or by which there may be secured or evidenced, anyindebtedness for borrowed money of the Company, the Guarantor or any Subsidiary(including this Indenture), whether such indebtedness now exists or shallhereafter be created, shall happen and shall result in such indebtedness in anamount in excess of $100,000,000 becoming or being declared due and payableprior to the date on which it would otherwise become due and payable; and suchacceleration shall not be rescinded or annulled for a period of 10 days afterthere has been given, by registered or certified mail, to the Company and theGuarantor by the Trustee or to the Company, the Guarantor and the Trustee bythe Holders of at least 25% in aggregate principal amount of the OutstandingDebt Securities of such series, a written notice specifying such event ofdefault and requiring it to be remedied and stating that such notice is a “Noticeof Default” hereunder; or

 

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(6)           theentry of a decree or order for relief in respect of the Company or theGuarantor by a court having jurisdiction in the premises in an involuntary caseunder the Federal bankruptcy laws, as now or hereafter constituted, or anyother Federal or State bankruptcy, insolvency or other similar law, or appointinga receiver, liquidator, assignee, custodian, trustee, sequestrator (or othersimilar official) of the Company or the Guarantor or of any substantial part ofits property, or ordering the winding up or liquidation of its affairs, and thecontinuance of any such decree or order unstayed and in effect for a period of90 consecutive days; or

 

(7)           thecommencement by the Company or the Guarantor of a voluntary case under theFederal bankruptcy laws, as now or hereafter constituted, or any other applicableFederal or State bankruptcy, insolvency or other similar law, or the consent byit to the entry of an order for relief in an involuntary case under any suchlaw or to the appointment of a receiver, liquidator, assignee, custodian,trustee, sequestrator (or other similar official) of the Company or theGuarantor or of any substantial part of its property, or the making by it of anassignment for the benefit of creditors, or the admission by it in writing ofits inability to pay its debts generally as they become due, or the taking ofany corporate action in furtherance of any of the foregoing; or

 

(8)           anyother Event of Default provided with respect to the Debt Securities of suchseries.

 

SECTION 602.                                            Accelerationof Maturity; Rescission and Annulment.

 

If anEvent of Default with respect to Debt Securities of any series at the timeOutstanding occurs and is continuing, then and in every such case the Trusteeor the Holders of not less than 25% in aggregate principal amount ofOutstanding Debt Securities of such series may declare the principal amount(or, if the Debt Securities of such series are Original Issue DiscountSecurities, such portion of the principal amount as may be specified in theterms of such series) of all the Debt Securities of such series to be due andpayable immediately, by a notice in writing to the Company and the Guarantor(and to the Trustee if given by Holders), and upon any such declaration suchprincipal amount (or specified amount) shall become immediately due andpayable.

 

At anytime after such a declaration of acceleration with respect to Debt Securitiesof any series has been made and before a judgment or decree for payment of themoney due has been obtained by the Trustee as hereinafter in this Articleprovided, the Holders of a majority in aggregate principal amount of theOutstanding Debt Securities of such series, by written notice to the Company,the Guarantor and the Trustee, may rescind and annul such declaration and itsconsequences if

 

(1)           theCompany or the Guarantor has paid or deposited with the Trustee a sumsufficient to pay

 

(A)          alloverdue installments of interest on all Debt Securities of such series,

 

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(B)           theprincipal of (and premium, if any, on) any Debt Securities of such series whichhave become due otherwise than by such declaration of acceleration and interestthereon at the rate or rates prescribed therefor in such Debt Securities,

 

(C)           tothe extent that payment of such interest is lawful, interest upon overdueinstallments of interest on each Debt Security at the rate or rates prescribedtherefor in such Debt Securities, and

 

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

 

(2)           allEvents of Default with respect to Debt Securities of such series, other thanthe non-payment of the principal of Debt Securities of such series which havebecome due solely by such declaration of acceleration, have been cured orwaived as provided in Section 613.

 

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

 

SECTION 603.                                            Collectionof Indebtedness and Suits for Enforcement by Trustee.

 

TheCompany and the Guarantor covenant that if:

 

(1)           defaultis made in the payment of any installment of interest on any Debt Security whensuch interest becomes due and payable and such default continues for a periodof 30 days, or

 

(2)           defaultis made in the payment of the principal of (or premium, if any, on) any DebtSecurity at the Maturity thereof or otherwise,

 

the Company or the Guarantor will, upon demand of theTrustee, pay to the Trustee, for the benefit of the Holders of such DebtSecurities, the amount then due and payable on such Debt Securities forprincipal (and premium, if any) and interest and, to the extent that payment ofsuch interest shall be legally enforceable, interest upon the overdue principal(and premium, if any) and upon overdue installments of interest, at the rate orrates prescribed therefor in such Debt Securities; and, in addition thereto,such further amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements and advancesof the Trustee, its agents and counsel.

 

If theCompany or the Guarantor fails to pay such amounts forthwith upon such demand,the Trustee, in its own name and as trustee of an express trust, may institutea judicial proceeding for the collection of the sums so due and unpaid, and mayprosecute such proceeding to judgment or final decree, and may enforce the sameagainst the Company or the Guarantor or any other obligor upon such DebtSecurities and collect the moneys adjudged or decreed to be payable in themanner provided by law out of the property of the Company or the Guarantor orany other obligor upon such Debt Securities, wherever situated.

 

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If anEvent of Default with respect to Debt Securities of any series occurs and iscontinuing, the Trustee may in its discretion proceed to protect and enforceits rights and the rights of the holders of Debt Securities of such series bysuch appropriate judicial proceedings as the Trustee shall deem most effectualto protect and enforce any such rights, whether for the specific enforcement ofany covenant or agreement in this Indenture or in aid of the exercise of anypower granted herein, or to enforce any other proper remedy.

 

SECTION 604.                                            TrusteeMay File Proofs of Claim.

 

Incase of the pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicialproceedings, or any voluntary or involuntary case under the Federal bankruptcylaws as now or hereafter constituted, relative to the Company or any otherobligor upon the Debt Securities of a particular series or the property of theCompany, the Guarantor or such other obligor or their creditors, the Trustee(irrespective of whether the principal of such Debt Securities shall then bedue and payable as therein expressed or by declaration or otherwise andirrespective of whether the Trustee shall have made any demand on the Companyor the Guarantor for the payment of overdue principal or interest) shall beentitled and empowered, by intervention in such proceeding or otherwise,

 

(i)            tofile and prove a claim for the whole amount of principal (and premium, if any)and interest owing and unpaid in respect of the Debt Securities of such seriesand to file such other papers or documents as may be necessary or advisable inorder to have the claims of the Trustee (including any claim for the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agentsand counsel) and of the Holders allowed in such judicial proceeding, and

 

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

 

and any receiver, assignee, trustee, custodian,liquidator, sequestrator (or other similar official) in any such proceeding ishereby authorized by each Holder (i) to make such payments to the Trustee, and(ii) in the event that the Trustee shall consent to the making of such paymentsdirectly to the Holders, to pay to the Trustee any amount due it for thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel, and any other amounts due the Trustee under Section707.

 

Nothingherein contained shall be deemed to authorize the Trustee to authorize orconsent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting the DebtSecurities or the rights of any Holder thereof, or to authorize the Trustee tovote in respect of the claim of any Holder in any such proceeding.

 

SECTION 605.                                            TrusteeMay Enforce Claims without Possession of Debt Securities.

 

Allrights of action and claims under this Indenture or the Debt Securities or therelated Guarantees may be prosecuted and enforced by the Trustee without thepossession of any of the Debt Securities or the production thereof in anyproceeding relating thereto, and any such proceeding instituted by the Trusteeshall be brought in its own name, as trustee of an express 

 

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trust,and any recovery of judgment shall, after provision for the payment of thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel, be for the ratable benefit of the Holders of the DebtSecurities in respect of which such judgment has been recovered.

 

SECTION 606.                                            Applicationof Money Collected.

 

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

 

FIRST:  To the payment of all amounts due the Trusteeunder Section 707;

 

SECOND:  To the payment of the amounts then due andunpaid for principal of (and premium, if any) and interest on the DebtSecurities, in respect of which or for the benefit of which such money has beencollected ratably, without preference or priority of any kind, according to theamounts due and payable on such Debt Securities for principal (and premium, ifany) and interest, respectively. The Holders of each series of Debt Securitiesdenominated in a Foreign Currency shall be entitled to receive a ratableportion of the amount determined by an Exchange Rate Agent by converting theprincipal amount Outstanding of such series of Debt Securities in the currencyin which such series of Debt Securities is denominated into Dollars at theExchange Rate as of the date of declaration of acceleration of the Maturity ofthe Debt Securities (or, if there is no such rate on such date for the reasonsspecified in Section 311(d) of the Indenture, such rate on the date specifiedin such Section); and

 

THIRD:  The balance, if any, to the Person or Personsentitled thereto.

 

SECTION 607.                                            Limitationon Suits.

 

NoHolder of any Debt Security of any series shall have any right to institute anyproceeding, judicial or otherwise, with respect to this Indenture, or for theappointment of a receiver or trustee, or for any other remedy hereunder, unless

 

(1)           suchHolder has previously given written notice to the Trustee of a continuing Eventof Default with respect to the Debt Securities of such series;

 

(2)           theHolders of not less than 25% in aggregate principal amount of the OutstandingDebt Securities of such series shall have made written request to the Trusteeto institute proceedings in respect of such Event of Default in its own name asTrustee hereunder;

 

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

 

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

 

(5)           nodirection inconsistent with such written request has been given to the Trusteeduring such 60-day period by the Holders of a majority in principal amount atmaturity of the Outstanding Debt Securities of such series;

 

it being understood and intended that no one or moreof such Holders shall have any right in any manner whatever by virtue of, or byavailing of, any provision of this Indenture to affect, disturb or prejudicethe rights of any other such Holders, or to obtain or to seek to obtainpriority or preference over any other of such Holders or to enforce any right underthis Indenture, except in the manner herein provided and for the equal andratable benefit of all of such Holders.

 

SECTION 608.                                            UnconditionalRight of Holders to Receive Principal, Premium (if any) and Interest.

 

Notwithstandingany other provision in this Indenture, the Holder of any Debt Security shallhave the right, which is absolute and unconditional, to receive payment of theprincipal of (and premium, if any) and (subject to Section 307) interest onsuch Debt Security on the respective Stated Maturity or Maturities expressed insuch Debt Security (or, in the case of redemption, on the Redemption Date or,in the case of repayment, on the Repayment Date) and to institute suit for theenforcement of any such payment, and such right shall not be impaired withoutthe consent of such Holder.

 

SECTION 609.                                            Restorationof Rights and Remedies.

 

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

 

SECTION 610.                                            Rightsand Remedies Cumulative.

 

Exceptas otherwise provided in Section 306, no right or remedy herein conferred uponor reserved to the Trustee or to the Holders is intended to be exclusive of anyother right or remedy, and every right and remedy shall, to the extentpermitted by law, be cumulative and in addition to every other right and remedygiven hereunder or now or hereafter existing at law or in equity or otherwise. Theassertion or employment of any right or remedy hereunder, or otherwise, shallnot prevent the concurrent assertion or employment of any other appropriateright or remedy.

 

SECTION 611.                                            Delayor Omission Not Waiver.

 

Nodelay or omission of the Trustee or of any Holder of any Debt Security toexercise any right or remedy accruing upon any Event of Default shall impairany such right or 

 

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remedyor constitute a waiver of any such Event of Default or an acquiescence therein.Every right and remedy given by this Article or by law to the Trustee or to theHolders may be exercised from time to time, and as often as may be deemedexpedient, by the Trustee or by the Holders, as the case may be.

 

SECTION 612.                                            Controlby Holders.

 

TheHolders of a majority in aggregate principal amount of the Outstanding DebtSecurities of any series shall have the right to direct the time, method andplace of conducting any proceeding for any remedy available to the Trustee orexercising any trust or power conferred on the Trustee with respect to the DebtSecurities of such series, provided, that the Trustee shall have theright to decline to follow any such direction

 

(1)           ifthe Trustee being advised by counsel shall determine that the action sodirected may not lawfully be taken, or if the Trustee in good faith shall, by aResponsible Officer or Officers of the Trustee, determine that the proceedingswould be illegal or in conflict with this Indenture or involve it in personalliability; and

 

(2)           subjectto the provisions of Section 701, if the Trustee in good faith shall, by aResponsible Officer or Responsible Officers of the Trustee, determine that theproceeding so directed would be unjustly prejudicial to the Holders of DebtSecurities of such series not joining in any such direction, and the Trusteemay take any other action deemed proper by the Trustee which is not inconsistentwith such direction.

 

SECTION 613.                                            Waiverof Past Defaults.

 

TheHolders of not less than a majority in aggregate principal amount of theOutstanding Debt Securities of any series may on behalf of the Holders of allthe Debt Securities of any such series waive any past default hereunder withrespect to such series and its consequences, except a default

 

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

 

(b)           in respect of a covenant or provisionhereof which under Article Ten cannot be modified or amended without theconsent of the Holder of each Outstanding Debt Security of such seriesaffected.

 

Uponany such waiver, such default shall cease to exist, and any Event of Defaultarising therefrom shall be deemed to have been cured, for every purpose of thisIndenture; but no such waiver shall extend to any subsequent or other defaultor impair any right consequent thereon.

 

SECTION 614.                                            Undertakingfor Costs.

 

Allparties to this Indenture agree, and each Holder of any Debt Security by hisacceptance thereof shall be deemed to have agreed, that any court may in itsdiscretion require, in any suit for the enforcement of any right or remedyunder 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 

 

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litigantin such suit of an undertaking to pay the costs of such suit, and that suchcourt may in its discretion assess reasonable costs, including reasonableattorneys’ fees, against any party litigant in such suit, having due regard tothe merits and good faith of the claims or defenses made by such partylitigant; but the provisions of this Section shall not apply to any suitinstituted by the Trustee, to any suit instituted by any Holder, or group ofHolders, holding more than 10% in aggregate principal amount of the OutstandingDebt Securities of any series, or to any suit instituted by any Holder for theenforcement of the payment of the principal of (or premium, if any) or intereston any Debt Security on or after the respective Stated Maturity or Maturitiesexpressed in such Debt Security (or, in the case of redemption or repayment, onor after the related Redemption Date or Repayment Date, as the case may be).

 

SECTION 615.                                            Waiverof Stay or Extension Laws.

 

TheCompany and the Guarantor covenant (to the extent that they may lawfully do so)that they will not at any time insist upon, or plead, or in any mannerwhatsoever claim or take the benefit or advantage of, any stay or extension lawwherever enacted, now or at any time hereafter in force, which may affect thecovenants or the performance of this Indenture; and the Company and theGuarantor (to the extent that they may lawfully do so) hereby expressly waiveall benefit or advantage of any such law, and covenant that it will not hinder,delay or impede the execution of any power herein granted to the Trustee, butwill suffer and permit the execution of every such power as though no such lawhad been enacted.

 

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ARTICLE SEVENTHE TRUSTEE

 

SECTION 701.                                            CertainDuties and Responsibilities.

 

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

 

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

 

(2)           inthe absence of bad faith on its part, the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressedtherein, upon certificates or opinions furnished to the Trustee and conformingto the requirements of this Indenture; but in the case of any such certificatesor opinions which by any provisions hereof are specifically required to befurnished to the Trustee, the Trustee shall be under a duty to examine the sameto determine whether or not they conform to the requirements of this Indenture.

 

(b)           In case an Event of Default withrespect to Debt Securities of any series has occurred and is continuing, theTrustee shall, with respect to the Debt Securities of such series, exercisesuch of the rights and powers vested in it by this Indenture, and use the samedegree of care and skill in their exercise, as a prudent man would exercise oruse under the circumstances in the conduct of his own affairs.

 

(c)           No provision of this Indenture shallbe construed to relieve the Trustee from liability for its own negligentaction, its own negligent failure to act, or its own willful misconduct, exceptthat

 

(1)           thisSubsection shall not be construed to limit the effect of Subsection (a) of thisSection;

 

(2)           theTrustee shall not be liable for any error of judgment made in good faith by aResponsible Officer, unless it shall be proved than the Trustee was negligentin ascertaining the pertinent facts; and

 

(3)           theTrustee shall not be liable with respect to any action taken, suffered oromitted to be taken by it with respect to Debt Securities of any series in goodfaith in accordance with the direction of the Holders of a majority inaggregate principal amount of the Outstanding Debt Securities of such seriesrelating to the time, method and place of conducting any proceeding for anyremedy available to the Trustee, or exercising any trust or power conferredupon the Trustee, under this Indenture.

 

(d)           No provision of this Indenture shallrequire the Trustee to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of any of its duties hereunder, or inthe exercise of any of its rights or powers, if it shall have reasonablegrounds for 

 

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believingthat repayment of such funds or adequate indemnity against such risk orliability is not reasonably assured to it.

 

(e)           Whether or not therein expressly soprovided, every provision of this Indenture relating to the conduct oraffecting the liability of or affording protection to the Trustee shall besubject to the provisions of this Section.

 

SECTION 702.                                            Noticeof Defaults.

 

Within90 days after the occurrence of any default hereunder with respect to DebtSecurities of any series, the Trustee shall transmit by mail to all Holders ofDebt Securities of such series, as their names and addresses appear in theSecurity 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 (orpremium, if any) or interest on any Debt Security of such series or in thepayment of any sinking fund installment with respect to Debt Securities of suchseries, the Trustee shall be protected in withholding such notice if and solong as the board of directors, the executive committee or a trust committee ofdirectors and/or Responsible Officers of the Trustee in good faith determinethat the withholding of such notice is in the interest of the Holders of DebtSecurities of such series; and provided, further, that in thecase of any default of the character specified in Section 601(4) with respectto Debt Securities of such series no such notice to Holders shall be givenuntil at least 30 days after the occurrence thereof. For the purpose of thisSection, the term “default” means any event which is, or after notice or lapseof time or both would become, an Event of Default with respect to DebtSecurities of such series.

 

SECTION 703.                                            CertainRights of Trustee.

 

Subjectto Sections 315(a) through (d) of the Trust Indenture Act:

 

(a)           the Trustee may exclusively rely andshall be fully protected in acting or refraining from acting upon anyresolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, bond, debenture, note or other paper ordocument believed by it to be genuine and to have been signed or presented bythe proper party or parties;

 

(b)           any request or direction of theCompany or the Guarantor mentioned herein shall be sufficiently evidenced by aCompany Request, Company Order, Guarantor Request or Guarantor Order and anyresolution of the Board of Directors shall be sufficiently evidenced by a BoardResolution;

 

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

 

(d)           the Trustee may consult with counselof its selection and the advice of such counsel or any Opinion of Counsel shallbe full and complete authorization and protection in respect of any actiontaken, suffered or omitted by it hereunder in good faith and in reliancethereon;

 

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(e)           the Trustee shall be under noobligation to exercise any of the rights or powers vested in it by thisIndenture at the request or direction of any of the Holders of Debt Securitiespursuant to this Indenture, unless such Holders shall have offered to theTrustee security or indemnity reasonably satisfactory to it against the costs,expenses and liabilities which might be incurred by it in compliance with suchrequest or direction;

 

(f)            the Trustee shall not be bound tomake 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 ofindebtedness or other paper or document, but the Trustee, in its discretion,may make such further inquiry or investigation into such facts or matters as itmay see fit, and, if the Trustee shall determine to make such further inquiryor investigation, it shall be entitled to examine the books, records andpremises of the Company or the Guarantor relevant to the facts or matters thatare the subject of its inquiry, personally or by agent or attorney at the solecost of the Company and shall incur no liability or additional liability of anykind by reason of such inquiry or investigation;

 

(g)           the Trustee may execute any of thetrusts or powers hereunder or perform any duties hereunder either directly orby or through agents or attorneys and the Trustee shall not be responsible forany misconduct or negligence on the part of any agent or attorney appointedwith due care by it hereunder;

 

(h)           the Trustee shall not be charged withknowledge of any Event of Default with respect to the Debt Securities of anyseries for which it is acting as Trustee unless either (1) a ResponsibleOfficer of the Trustee shall have actual knowledge of the Event of Default or(2) written notice of such Event of Default shall have been given to theTrustee by the Company or the Guarantor or any other obligor on such DebtSecurities or by any Holder of such Debt Securities;

 

(i)            the Trustee shall not be liable forany action taken, suffered or omitted by it in good faith and believed by it tobe authorized or within the discretion or rights or powers conferred upon it bythis Indenture; and

 

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

 

SECTION 704.                                            NotResponsible for Recitals or Issuance of Debt Securities.

 

Therecitals contained herein and in the Debt Securities, except the Trustee’scertificates of authentication, shall be taken as the statements of the Companyor the Guarantor, as the case may be, and the Trustee assumes no responsibilityfor their correctness. The Trustee makes no representations as to the validityor sufficiency of this Indenture or of the Debt Securities of any series or therelated Guarantees. The Trustee shall not be accountable for the use orapplication by the Company or the Guarantor of any Debt Securities or theproceeds thereof.

 

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SECTION 705.                                            MayHold Debt Securities.

 

TheTrustee, any Paying Agent, the Security Registrar or any other agent of theCompany or the Guarantor, in its individual or any other capacity, may becomethe owner or pledgee of Debt Securities, and, subject to Sections 310(b) and311 of the Trust Indenture Act, may otherwise deal with the Company and theGuarantor with the same rights it would have if it were not Trustee, PayingAgent, Security Registrar or such other agent.

 

SECTION 706.                                            MoneyHeld in Trust.

 

Moneyheld by the Trustee in trust hereunder need not be segregated from other fundsexcept to the extent required by law. The Trustee shall be under no liabilityfor interest on any money received by it hereunder except as otherwise agreedwith the Company or the Guarantor.

 

SECTION 707.                                            Compensationand Reimbursement.

 

TheCompany and the Guarantor agree

 

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

 

(2)           toreimburse the Trustee upon its request for all reasonable expenses,disbursements and advances incurred or made by the Trustee in accordance withany provision of this Indenture (including those incurred in connection withany application to the Commission for a stay pursuant to Section 310(b) of theTrust Indenture Act (whether or not granted) and the reasonable compensationand the reasonable expenses and disbursements of its agents and counsel), exceptany such expense, disbursement or advance as may be attributable to itsnegligence or bad faith; and

 

(3)           toindemnify the Trustee for, and to hold it harmless against, any loss, liabilityor expense (including attorneys’ fees and expenses) incurred without negligenceor bad faith on its part, arising out of or in connection with the acceptanceor administration of this trust or performance of its duties hereunder,including the costs and expenses of defending itself against any claim (whetherasserted by the Company, or any Holder or any other Person) or liability inconnection with the exercise or performance of any of its powers or dutieshereunder.

 

Assecurity for the performance of the obligations of the Company and theGuarantor under this Section the Trustee shall have a claim prior to the DebtSecurities upon all property and funds held or collected by the Trustee assuch, except funds held in trust for the payment of principal of (and premium,if any) or interest on Debt Securities.

 

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SECTION 708.                                            CorporateTrustee Required; Eligibility.

 

Thereshall at all times be a Trustee hereunder that is a corporation eligible to actas such pursuant to the terms of the Trust Indenture Act and that has a combinedcapital and surplus of at least $50,000,000, subject to supervision orexamination by Federal or State authority. If such corporation publishesreports of condition at least annually, pursuant to law or to the requirementsof the aforesaid supervising or examining authority, then for the purposes ofthis Section, the combined capital and surplus of such corporation shall bedeemed to be its combined capital and surplus as set forth in its most recentreport of condition so published. If at any time the Trustee shall cease to beeligible in accordance with the provisions of this Section, it shall resignimmediately in the manner and with the effect hereinafter specified in thisArticle.

 

SECTION 709.                                            Resignationand Removal; Appointment of Successor.

 

(a)           No resignation or removal of theTrustee and no appointment of a successor Trustee pursuant to this Articleshall become effective until the acceptance of appointment by the successorTrustee under Section 710.

 

(b)           The Trustee may resign at any timewith respect to the Debt Securities of one or more series by giving writtennotice thereof to the Company and the Guarantor. If an instrument of acceptanceby a successor Trustee shall not have been delivered to the Trustee within 30days after the giving of such notice of resignation (or notice of removalpursuant to the following paragraph (c)), the resigning Trustee may, at thecost of the Company, petition any court of competent jurisdiction for theappointment of a successor Trustee with respect to the Debt Securities of suchseries.

 

(c)           The Trustee may be removed at anytime with respect to the Debt Securities of any series by Act of the Holders ofa majority in principal amount of the Outstanding Debt Securities of suchseries, delivered to the Trustee and to the Company and the Guarantor.

 

(d)           If at any time:

 

(1)           theTrustee shall fail to comply with the obligations imposed upon it under Section310(b) of the Trust Indenture Act with respect to the Debt Securities of anyseries after written request therefor by the Company or the Guarantor or by anyHolder who has been a bona fide Holder of a Debt Security of such series for atleast six months, or

 

(2)           theTrustee shall cease to be eligible under Section 708 and shall fail to resignafter written request therefor by the Company or by any such Holder, or

 

(3)           theTrustee shall become incapable of acting or a decree or order for relief by acourt having jurisdiction in the premises shall have been entered in respect ofthe Trustee in an involuntary case under the Federal bankruptcy laws, as now orhereafter constituted, or any other applicable Federal or State bankruptcy,insolvency or similar law; or a decree or order by a court having jurisdictionin the premises shall have been entered for the appointment of a receiver,custodian, liquidator, assignee, trustee, seques-trator (or other similarofficial) of the Trustee or of its property or affairs, or any public 

 

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officershall take charge or control of the Trustee or of its property or affairs forthe purpose of rehabilitation, conservation, winding up or liquidation; or

 

(4)           theTrustee shall commence a voluntary case under the Federal bankruptcy laws, asnow or hereafter constituted, or any other applicable Federal or Statebankruptcy, insolvency or similar law or shall consent to the appointment of ortaking possession by a receiver, custodian, liquidator, assignee, trustee,sequestrator (or other similar official) of the Trustee or its property or affairs,or shall make an assignment for the benefit of creditors, or shall admit inwriting its inability to pay its debts generally as they become due, or shalltake corporate action in furtherance of any such action,

 

then, in any such case, (i) the Company or theGuarantor, by a Board Resolution, may remove the Trustee with respect to allDebt Securities or the Debt Securities of such series, or (ii) subject toSection 315(e) of the Trust Indenture Act, any Holder who has been a bona fideHolder of a Debt Security of any series for at least six months may, on behalfof himself and all others similarly situated, petition any court of competentjurisdiction for the removal of the Trustee for the Debt Securities of suchseries and the appointment of a successor Trustee.

 

(e)           If the Trustee shall resign, beremoved or become incapable of acting, or if a vacancy shall occur in theoffice of Trustee for any cause, with respect to the Debt Securities of one ormore series, the Company or the Guarantor, by or pursuant to a BoardResolution, shall promptly appoint a successor Trustee or Trustees with respectto the Debt Securities of that or those series (it being understood that anysuch successor Trustee may be appointed with respect to the Debt Securities ofone or more or all of such series and that at any time there shall be only oneTrustee with respect to the Debt Securities of any particular series) and shallcomply with the applicable requirements of Section 710. If, within one yearafter such resignation, removal or incapability, or the occurrence of suchvacancy, a successor Trustee with respect to the Debt Securities of any seriesshall be appointed by Act of the Holders of a majority in aggregate principalamount of the Outstanding Debt Securities of such series delivered to theCompany, the Guarantor and the retiring Trustee, the successor Trustee soappointed shall, forthwith upon its acceptance of such appointment, become thesuccessor Trustee with respect to the Debt Securities of such series and tothat extent supersede the successor Trustee appointed by the Company if nosuccessor Trustee with respect to the Debt Securities of any series shall havebeen so appointed by the Company or the Guarantor or the Holders and acceptedappointment in the manner hereinafter provided, any Holder who has been a bonafide Holder of a Debt Security of such series for at least six months may, onbehalf of himself and all others similarly situated, petition any court ofcompetent jurisdiction for the appointment of a successor Trustee with respectto the Debt Securities of such series.

 

(f)            The Company shall give notice ofeach resignation and each removal of the Trustee with respect to the DebtSecurities of any series and each appointment of a successor Trustee withrespect to the Debt Securities of any series by mailing written notice of suchevent by first-class mail, postage prepaid, to the Holders of Debt Securitiesof such series as their names and addresses appear in the Security Register. Eachnotice shall include the name of the successor Trustee with respect to the DebtSecurities of such series and the address of its Corporate Trust Office.

 

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SECTION 710.                                            Acceptanceof Appointment by Successor.

 

(a)           In the case of an appointmenthereunder of a successor Trustee with respect to all Debt Securities, everysuch successor Trustee so appointed shall execute, acknowledge and deliver tothe Company, the Guarantor and to the retiring Trustee an instrument acceptingsuch appointment, and thereupon the resignation or removal of the retiringTrustee shall become effective and such successor Trustee, without any furtheract, deed or conveyance, shall become vested with all the rights, powers,trusts and duties of the retiring Trustee; but, on request of the Company, theGuarantor or the successor Trustee, such retiring Trustee shall, upon paymentof its charges, execute and deliver an instrument transferring to suchsuccessor Trustee all the rights, powers and trusts of the retiring Trustee,and shall duly assign, transfer and deliver to such successor Trustee allproperty and money held by such retiring Trustee hereunder, subject to itslien, if any, provided for in Section 707.

 

(b)           In case of the appointment hereunderof a successor Trustee with respect to the Debt Securities of one or more (butnot all) series, the Company, the Guarantor, the retiring Trustee and eachsuccessor Trustee with respect to the Debt Securities of one or more seriesshall execute and deliver an indenture supplemental hereto wherein eachsuccessor Trustee shall accept such appointment and which (1) shall containsuch provisions as shall be necessary or desirable to transfer and confirm to,and to vest in, each successor Trustee all the rights, powers, trusts andduties of the retiring Trustee with respect to the Debt Securities of that orthose series to which the appointment of such successor Trustee relates, (2) ifthe retiring Trustee is not retiring with respect to all Debt Securities, shallcontain such provisions as shall be deemed necessary or desirable to confirmthat all the rights, powers, trusts and duties of the retiring Trustee withrespect to the Debt Securities of that or those series as to which the retiringTrustee is not retiring shall continue to be vested in the retiring Trustee,and (3) shall add to or change any of the provisions of this Indenture as shallbe necessary to provide for or facilitate the administration of the trustshereunder by more than one Trustee, it being understood that nothing herein orin such supplemental indenture shall constitute such Trustees co-trustees ofthe same trust and that each such Trustee shall be trustee of a trust or trustshereunder separate and apart from any trust or trusts hereunder administered byany other such Trustee; and upon the execution and delivery of suchsupplemental indenture the resignation or removal of the retiring Trustee shallbecome effective to the extent provided therein and each such successorTrustee, without any further act, deed or conveyance, shall become vested withall the rights, powers, trusts and duties of the retiring Trustee with respectto the Debt Securities of that or those series to which the appointment of suchsuccessor Trustee relates; but, on request of the Company, the Guarantor or anysuccessor Trustee, such retiring Trustee shall duly assign, transfer anddeliver to such successor Trustee all property and money held by such retiringTrustee hereunder with respect to the Debt Securities of that or those seriesto which the appointment of such successor Trustee relates.

 

(c)           Upon request of any such successorTrustee, the Company and the Guarantor shall execute any and all instrumentsfor more fully and certainly vesting in and confirming to such successor Trusteeall such rights, powers and trusts referred to in paragraph (a) or (b) of thisSection, as the case may be.

 

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(d)                                 Nosuccessor Trustee shall accept its appointment unless at the time of suchacceptance such successor Trustee shall be qualified and eligible under thisArticle.

 

SECTION 711.                                            Merger,Conversion, Consolidation or Succession to Business.

 

Any corporation into which the Trustee may bemerged or converted or with which it may be consolidated, or anycorporation resulting from any merger, conversion or consolidation to which theTrustee shall be a party, or any corporation succeeding to all or substantiallyall of the corporate trust business of the Trustee, shall be the successor ofthe Trustee hereunder, provided such corporation shall be otherwise qualifiedand eligible under this Article, without the execution or filing of any paperor any further act on the part of any of the parties hereto. In case anyDebt Securities shall have been authenticated, but not delivered, by theTrustee then in office, any successor by merger, conversion or consolidation tosuch authenticating Trustee may adopt such authentication and deliver theDebt Securities so authenticated with the same effect as if such successorTrustee had itself authenticated such Debt Securities. In case any DebtSecurities shall not have been authenticated by such predecessor Trustee, anysuch successor Trustee, by merger, conversion or consolidation, may authenticateand deliver such Debt Securities, in either its own name or that of itspredecessor Trustee, with the full force and effect which this Indentureprovides for the certificate of authentication of the Trustee.

 

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ARTICLE EIGHTHOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

 

SECTION 801.                                            Companyand Guarantor to Furnish Trustee Names and Addresses of Holders.

 

In accordance with Section 312(a) of theTrust Indenture Act, the Company and the Guarantor will furnish or cause to befurnished to the Trustee with respect to Debt Securities of each series forwhich it acts as Trustee:

 

(a)                                  semiannually,not more than 15 days after the Regular Record Date in respect of the DebtSecurities of such series or on June 30 and December 31 of eachyear with respect to each series of Debt Securities for which there are noRegular Record Dates, a list, in such form as the Trustee may reasonablyrequire, of the names and addresses of the Holders as of such Regular RecordDate or June 15 or December 15, as the case may be, and

 

(b)                                 atsuch other times as the Trustee may request in writing, within 30 daysafter the receipt by the Company or the Guarantor of any such request, a listof similar form and content as of a date not more than 15 days prior tothe time such list is furnished;

 

provided, however, that ifand so long as the Trustee shall be the Security Registrar for Debt Securitiesof a series, no such list need be furnished with respect to such series ofDebt Securities.

 

SECTION 802.                                            Preservationof Information; Communications to Holders.

 

(a)                                  TheTrustee shall comply with the obligations imposed upon it pursuant to Section 312of the Trust Indenture Act.

 

(b)                                 EveryHolder of Debt Securities, by receiving and holding the same, agrees with theCompany, the Guarantor and the Trustee that neither the Company, the Guarantornor the Trustee shall be held accountable by reason of the disclosure of anysuch information as to the names and addresses of the Holders in accordancewith Section 312 of the Trust Indenture Act, regardless of the source fromwhich such information was derived, and that the Trustee shall not be heldaccountable by reason of mailing any material pursuant to a request made under Section 312(b) ofthe Trust Indenture Act.

 

SECTION 803.                                            Reportsby Trustee.

 

(a)                                  Within120 days after December 31 of each year commencing with the first December 31after the first issuance of Securities pursuant to this Indenture the Trusteeshall transmit to the Holders of Securities, in the manner and to the extentprovided in Section 313(c) of the Trust Indenture Act, a brief reportbased as of such December 31, if required by Section 313(a) ofthe Trust Indenture Act. The Trustee also shall comply with Section 313(b) ofthe Trust Indenture Act and shall transmit to Holders such other reports, ifany, as may be required pursuant to the Trust Indenture Act.

 

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(b)                                 Reportspursuant to this Section shall be transmitted in the manner and to thePersons required by Sections 313(c) and 313(d) of the Trust IndentureAct.

 

(c)                                  Acopy of each such report shall, at the time of such transmission to Holders, befiled by the Trustee with each stock exchange upon which any Debt Securities ofsuch series are listed, with the Commission and also with the Company andthe Guarantor. The Company or the Guarantor will notify the Trustee when any series ofDebt Securities are listed on any stock exchange.

 

SECTION 804.                                            Reportsby Company and Guarantor.

 

The Company and the Guarantor, pursuant to Section 314(a) ofthe Trust Indenture Act, will:

 

(1)                                  filewith the Trustee, within 15 days after the Company or the Guarantor, as thecase may be, is required to file the same with the Commission, copies ofthe annual reports and of the information, documents and other reports (orcopies of such portions of any of the foregoing as the Commission may fromtime to time by rules and regulations prescribe) which the Company or theGuarantor may be required to file with the Commission pursuant to Section 13or Section 15(d) of the Securities Exchange Act of 1934; or, if theCompany or the Guarantor is not required to file information, documents orreports pursuant to either of said Sections, then it will file with the Trusteeand the Commission, in accordance with rules and regulations prescribedfrom time to time by the Commission, such of the supplementary and periodicinformation, documents and reports which may be required pursuant to Section 13of the Securities Exchange Act of 1934 in respect of a security listed andregistered on a national securities exchange as may be prescribed fromtime to time in such rules and regulations;

 

(2)                                  filewith the Trustee and the Commission, in accordance with rules andregulations prescribed from time to time by the Commission, such additionalinformation, documents and reports with respect to compliance by the Companyand the Guarantor, as the case may be, with the conditions and covenantsof this Indenture as may be required from time to time by such rules andregulations; and

 

(3)                                  transmitby mail to all Holders, as their names and addressees appear in the SecurityRegister, within 30 days after the filing thereof with the Trustee, in themanner and to the extent provided in Section 313(c) of the TrustIndenture Act, such summaries of any information, documents and reportsrequired to be filed by the Company or the Guarantor pursuant to paragraphs (1) and(2) of this Section as may be required by rules andregulations prescribed from time to time by the Commission.

 

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ARTICLE NINECONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

 

SECTION 901.                                            CompanyMay Consolidate, etc., Only on Certain Terms.

 

The Company shall not consolidate with or merge intoany other corporation or convey or transfer its properties and assetssubstantially as an entirety to any Person, unless:

 

(1)                                  thecorporation formed by such consolidation or into which the Company is merged orthe Person which acquires by conveyance or transfer the properties and assetsof the Company substantially as an entirety shall be a corporation organizedand existing under the laws of the United States of America, any politicalsubdivision thereof or any State thereof and shall expressly assume, by anindenture supplemental hereto, executed and delivered to the Trustee, in form satisfactoryto the Trustee, the due and punctual payment of the principal of (and premium,if any) and interest on all the Debt Securities and the performance of everycovenant of this Indenture on the part of the Company to be performed orobserved;

 

(2)                                  immediatelyafter giving effect to such transaction, no Event of Default, and no eventwhich, after notice or lapse of time, or both, would become an Event ofDefault, shall have happened and be continuing;

 

(3)                                  theCompany has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel each stating that such consolidation, merger, conveyance or transferand such supplemental indenture comply with this Article and that allconditions precedent herein provided for relating to such transaction have beencomplied with; and

 

(4)                                  theGuarantor has delivered to the Trustee an Officer’s Certificate and an Opinionof Counsel, each stating that the Guarantor’s obligations hereunder shallremain in full force and effect thereafter.

 

SECTION 902.                                            SuccessorCorporation Substituted.

 

Upon any consolidation with or merger into any othercorporation, or any conveyance or transfer of the properties and assets of theCompany substantially as an entirety in accordance with Section 901, thesuccessor corporation formed by such consolidation or into which the Company ismerged or the successor Person to which such conveyance or transfer is madeshall succeed to, and be substituted for, and may exercise every right andpower of, the Company under this Indenture with the same effect as if suchsuccessor had been named as the Company herein, and thereafter the predecessorcorporation shall be relieved of all obligations and covenants under thisIndenture and the Debt Securities.

 

SECTION 903.                                            GuarantorMay Consolidate, etc., Only on Certain Terms.

 

The Guarantor shall not consolidate with or merge intoany other corporation or convey or transfer its properties and assetssubstantially as an entirety to any Person, unless:

 

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(1)                                  thecorporation formed by such consolidation or into which the Guarantor is mergedor the Person which acquires by conveyance or transfer the properties andassets of the Guarantor substantially as an entirety shall be a corporationorganized and existing under the laws of the United States of America, any politicalsubdivision thereof or any State thereof and shall expressly assume, by anindenture supplemental hereto, executed and delivered to the Trustee, in form satisfactoryto the Trustee, the Guarantees endorsed on the Debt Securities and theperformance of every covenant of this Indenture on the part of theGuarantor to be performed or observed;

 

(2)                                  immediatelyafter giving effect to such transaction, no Event of Default, and no eventwhich, after notice or lapse of time, or both, would become an Event of Default,shall have happened and be continuing;

 

(3)                                  theGuarantor has delivered to the Trustee an Officers’ Certificate and an Opinionof Counsel each stating that such consolidation, merger, conveyance or transferand such supplemental indenture comply with this Article and that allconditions precedent herein provided for relating to such transaction have beencomplied with.

 

SECTION 904.                                            SuccessorCorporation Substituted.

 

Upon any consolidation with or merger into any othercorporation, or any conveyance or transfer of the properties and assets of theGuarantor substantially as an entirety in accordance with Section 903, thesuccessor corporation formed by such consolidation or into which the Guarantoris merged or the successor Person to which such conveyance or transfer is madeshall succeed to, and be substituted for, and may exercise every right andpower of, the Guarantor under this Indenture with the same effect as if suchsuccessor had been named as the Guarantor herein, and thereafter the predecessorcorporation shall be relieved of all obligations and covenants under thisIndenture and the Guarantees.

 

SECTION 905.                                            Assumptionby Guarantor.

 

The Guarantor, or a Subsidiary thereof, may directlyassume, by an indenture supplemental hereto, executed and delivered to theTrustee, in form satisfactory to the Trustee, the due and punctual paymentof the principal of (and premium, if any) and interest on all the DebtSecurities and the performance of every covenant of this Indenture on the part ofthe Company to be performed or observed. Upon any such assumption, theGuarantor or such Subsidiary shall succeed to, and be substituted for and may exerciseevery right and power of, the Company under this Indenture with the same effectas if the Guarantor or such Subsidiary had been named as the Company herein andthe Company shall be released from its liability as obligor on the DebtSecurities. No such assumption shall be permitted unless the Guarantor hasdelivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,each stating that such assumption and supplemental indenture comply with thisArticle, and that all conditions precedent herein provided for relating to suchtransaction have been complied with and that, in the event of assumption by aSubsidiary, the Guarantees remain in full force and effect.

 

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ARTICLE TENSUPPLEMENTAL INDENTURES

 

SECTION 1001.                                      SupplementalIndentures without Consent of Holders.

 

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

 

(1)                                  toevidence the succession of another corporation to the Company or the Guarantorand the assumption by such successor of the obligations and covenants of theCompany or the Guarantor herein and in the Debt Securities or the relatedGuarantees, as the case may be; or

 

(2)                                  toadd to the covenants of the Company or the Guarantor, for the benefit of theHolders of all or any series of Debt Securities (and if such covenants areto be for the benefit of less than all series of Debt Securities, statingthat such covenants are expressly being included solely for the benefit of suchseries), or to surrender any right or power herein conferred upon the Companyor the Guarantor; or

 

(3)                                  toadd any additional Events of Default (and if such Events of Default are to beapplicable to less than all series of Debt Securities, stating that suchEvents of Default are expressly being included solely to be applicable to suchseries); or

 

(4)                                  toadd or change any of the provisions of this Indenture to such extent as shallbe necessary to permit or facilitate the issuance of Debt Securities in bearerform, registrable or not registrable as to principal, and with or withoutinterest coupons; or

 

(5)                                  tochange or eliminate any of the provisions of this Indenture, providedthat any such change or elimination shall either (i) become effective onlywhen there is no Debt Security Outstanding of any series created prior tothe execution of such supplemental indenture which is entitled to the benefitof such provision or (ii) shall neither (A) apply to any DebtSecurity of any series created prior to the execution of such supplementalindenture and entitled to the benefit of such provision nor (B) modify therights of the Holder of any such Debt Security with respect to such provision;or

 

(6)                                  toestablish the form or terms of Debt Securities of any series aspermitted by Sections 202 and 301; or

 

(7)                                  toevidence and provide for the acceptance of appointment hereunder by a successorTrustee with respect to the Debt Securities of one or more series and toadd to or change any of the provisions of this Indenture as shall be necessaryto provide for or facilitate the administration of the trusts hereunder by morethan one Trustee, pursuant to the requirements of Section 710; or

 

(8)                                  tosecure the Debt Securities; or

 

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(9)                                  tocure any ambiguity, to correct or supplement any provision herein which may bedefective or inconsistent with any other provision herein, or to make any otherprovisions with respect to matters or questions arising under this Indenturewhich shall not be inconsistent with any provision of this Indenture, providedsuch other provisions shall not adversely affect the interests of the Holdersof Debt Securities of any series in any material respect; or

 

(10)                            tomodify, eliminate or add to the provisions of this Indenture to such extent asshall be necessary to effect the qualification of this Indenture under theTrust Indenture Act or under any similar federal statute hereafter enacted andto add to this Indenture such other provisions as may be expresslyrequired under the Trust Indenture Act; or

 

(11)                            toeffect the assumption by the Guarantor or a Subsidiary thereof pursuant to Section 905.

 

SECTION 1002.                                      SupplementalIndentures with Consent of Holders.

 

With the consent of the Holders of not less than amajority in aggregate principal amount of the Outstanding Debt Securities ofeach series affected by such supplemental indenture, by Act of saidHolders delivered to the Company, the Guarantor and the Trustee, the Companyand the Guarantor, when authorized by a Board Resolution, and the Trustee may enterinto an indenture or indentures supplemental hereto for the purpose of addingany provisions to or changing in any manner or eliminating any of theprovisions of this Indenture or of modifying in any manner the rights of theHolders under this Indenture of such Debt Securities; provided, however,that no such supplemental indenture shall, without the consent of the Holder ofeach Outstanding Debt Security affected thereby,

 

(1)                                  changethe Stated Principal Maturity (except as permitted pursuant to Section 312hereof) of the principal of, or change the Stated Maturity of any installmentof interest on, any Debt Security, or reduce the principal amount thereof or,except as permitted pursuant to Section 307(b) hereof, the interestthereon or any premium payable upon redemption or repayment thereof, or reducethe amount of the principal of an Original Issue Discount Security that would bedue and payable upon a declaration of acceleration of the Maturity thereofpursuant to Section 602, or adversely affect any right of repayment at theoption of a Holder of any Debt Security, or reduce the amount of, or postponethe date fixed for, any payment under any sinking fund or analogous provisionsof any Debt Security, or change any Place of Payment, or the coin or currencyor currency unit in which any Debt Security or the interest thereon is payable,or change or eliminate the rights of a Holder under Section 311, or impairthe right to institute suit for the enforcement of any such payment on or afterthe Stated Maturity thereof (or, in the case of redemption or repayment, on orafter the Redemption Date or the Repayment Date, as the case may be), or

 

(2)                                  reducethe percentage in aggregate principal amount of the Outstanding Debt Securitiesof any series, the consent of whose Holders is required for any suchsupplemental indenture, or the consent of whose Holders is required for anywaiver (of 

 

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compliance with certain provisions of this Indentureor certain defaults hereunder and their consequences) provided for in thisIndenture, or

 

(3)                                  modifyany of the provisions of this Section or Section 613, except toincrease any such percentage or to provide that certain other provisions ofthis Indenture cannot be modified or waived without the consent of the Holderof each Outstanding Debt Security affected thereby, or

 

(4)                                  modifyor effect in any manner adverse to the Holders the terms and conditions of theobligations of the Guarantor in respect of the due and punctual payments ofprincipal of, or premium, if any, or interest on, or sinking fund requirements,if any, with respect to, the Debt Securities.

 

It shall not be necessary for any Act of Holders underthis Section to approve the particular form of any proposedsupplemental indenture, but it shall be sufficient if such Act shall approvethe substance thereof.

 

A supplemental indenture which changes or eliminatesany covenant or other provision of this Indenture which has expressly beenincluded solely for the benefit of one or more particular series of DebtSecurities, or which modifies the rights of the Holders of Debt Securities ofsuch series with respect to such covenant or other provision, shall bedeemed not to affect the rights under this Indenture of the Holders of DebtSecurities of any other series.

 

SECTION 1003.                                      Executionof Supplemental Indentures.

 

In executing, or accepting the additional trustscreated by, any supplemental indenture permitted by this Article or themodifications thereby of the trusts created by this Indenture, the Trusteeshall be entitled to receive, and (subject to Section 315 of the TrustIndenture Act) shall be fully protected in relying upon, an Opinion of Counselstating that the execution of such supplemental indenture is authorized orpermitted by this Indenture. The Trustee may, but shall not be obligated to,enter into any such supplemental indenture which affects the Trustee’s ownrights, duties or immunities under this Indenture or otherwise.

 

SECTION 1004.                                      Effectof Supplemental Indentures.

 

Upon the execution of any supplemental indenture underthis Article, this Indenture shall be modified in accordance therewith, andsuch supplemental indenture shall form a part of this Indenture forall purposes; and every Holder of Debt Securities theretofore or thereafterauthenticated and delivered hereunder shall be bound thereby.

 

SECTION 1005.                                      Noticeto Holders.

 

Promptly after the execution by the Company and theTrustee of any supplemental indenture under Section 1002 of this Article,the Company shall transmit by mail a notice, setting forth in general terms thesubstance of such supplemental indenture, to all Holders of Debt Securities, asthe names and addresses of such Holders appear on the Security Register foreach series of Debt Securities.

 

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SECTION 1006.                                      Conformitywith Trust Indenture Act.

 

Every supplemental indenture executed pursuant to thisArticle shall conform to the requirements of the Trust Indenture Act.

 

SECTION 1007.                                      Referencein Debt Securities to Supplemental Indentures.

 

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

 

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ARTICLE ELEVENCOVENANTS

 

SECTION 1101.                                      Paymentof Principal, Premium and Interest.

 

The Company covenants and agrees for the benefit ofeach series of Debt Securities that it will duly and punctually pay theprincipal of (and premium, if any) and interest on the Debt Securities inaccordance with the terms of the Debt Securities and this Indenture.

 

SECTION 1102.                                      Maintenanceof Office or Agency.

 

The Company or the Guarantor will maintain in eachPlace of Payment for any series of Debt Securities an office or agencywhere Debt Securities may be presented or surrendered for payment, whereDebt Securities may be surrendered for registration of transfer or exchangeand where notices and demands to or upon the Company or the Guarantor inrespect of the Debt Securities and this Indenture may be served. TheCompany or the Guarantor will give prompt written notice to the Trustee of thelocation, and any change in the location, of such office or agency. If at anytime the Company or the Guarantor shall fail to maintain any such requiredoffice or agency or shall fail to furnish the Trustee with the address thereof,such presentations, surrenders, notices and demands may be made or servedat the Corporate Trust Office of the Trustee, and the Company and the Guarantorhereby appoint the Trustee as the agent to receive all presentations,surrenders, notices and demands.

 

The Company or the Guarantor may also from timeto time designate one or more other offices or agencies (in or outside of suchPlace of Payment) where the Debt Securities of one or more series may bepresented or surrendered for any or all of such purposes, and may fromtime to time rescind such designations; provided, however, thatno such designation or rescission shall in any manner relieve the Company orthe Guarantor of their obligation to maintain an office or agency in each Placeof Payment for any series of Debt Securities, for such purposes. The Companyor the Guarantor will give prompt written notice to the Trustee of any suchdesignation and any change in the location of any such other office or agency.

 

Unless otherwise set forth in, or pursuant to, a BoardResolution or indenture supplemental hereto with respect to a series ofDebt Securities, the Company and the Guarantor hereby initially designate asthe Place of Payment for each series of Debt Securities, the Borough ofManhattan, The City and State of New York, and initially appoint the Trustee atits Corporate Trust Office as the Company’s office or agency for each suchpurpose in such city.

 

SECTION 1103.                                      Moneyfor Debt Securities Payments to Be Held in Trust.

 

If the Company shall at any time act as its own PayingAgent with respect to any series of Debt Securities, it will, on or beforeeach due date of the principal of (and premium, if any) or interest on any ofthe Debt Securities of such series, segregate and hold in trust for the benefitof the Persons entitled thereto a sum sufficient to pay the principal (andpremium, if any) or interest so becoming due until such sums shall be paid tosuch Persons or otherwise disposed of as herein provided, and will promptlynotify the Trustee of its action or failure so to act.

 

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Whenever the Company shall have one or more PayingAgents with respect to any series of Debt Securities, it will, prior to oron each due date of the principal (and premium, if any) or interest on any DebtSecurities of such series, deposit with a Paying Agent a sum sufficient to paythe principal (and premium, if any) or interest so becoming due, such sum to beheld in trust for the benefit of the Persons entitled to such principal,premium or interest, and (unless such Paying Agent is the Trustee) the Companywill promptly notify the Trustee of its action or failure so to act.

 

The Company will cause each Paying Agent with respectto any series of Debt Securities other than the Trustee to execute anddeliver to the Trustee an instrument in which such Paying Agent shall agreewith the Trustee, subject to the provisions of this Section, that such PayingAgent will:

 

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

 

(2)                                  givethe Trustee notice of any default by the Company or the Guarantor (or any otherobligor upon the Debt Securities of such series) in the making of any paymentof principal of (and premium, if any) or interest on the Debt Securities ofsuch series; and

 

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

 

The Company or the Guarantor may at any time, forthe purpose of obtaining the satisfaction and discharge of this Indenture orfor any other purpose, pay, or by Company Order or Guarantor Order direct anyPaying Agent to pay, to the Trustee all sums held in trust by the Company orsuch Paying Agent, such sums to be held by the Trustee upon the same trusts asthose 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 shallbe released from all further liability with respect to such money.

 

Unless otherwise specified as contemplated by Section 301,any money deposited with the Trustee or any Paying Agent, or then held by theCompany, in trust for the payment of the principal of (and premium, if any) orinterest on any Debt Security of any series and remaining unclaimed fortwo years after such principal (and premium, if any) or interest has become dueand payable shall be paid to the Company on Company Request (or if deposited bythe Guarantor, paid to the Guarantor or Guarantor Request), or (if then held bythe Company) shall be discharged from such trust; and the Holder of such DebtSecurity shall thereafter, as an unsecured general creditor, look only to theCompany and the Guarantor for payment thereof, and all liability of the Trusteeor such Paying Agent with respect to such trust money, and all liability of theCompany as trustee thereof, shall thereupon cease; provided, however,that the Trustee or such Paying Agent, before being required to make any suchrepayment, may at the expense of the Company cause to be published once,in a newspaper published in the English 

 

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language, customarily published on each Business Dayand of general circulation in the Borough of Manhattan, The City and State ofNew York, and each Place of Payment with respect to Debt Securities of the series withrespect to which such moneys are so held or cause to be mailed to each suchHolder, or both, notice that such money remains unclaimed and that, after adate specified therein, which shall not be less than 30 days from the date ofsuch publication or mailing, any unclaimed balance of such money then remainingwill be repaid to the Company or the Guarantor, as the case may be.

 

SECTION 1104.                                      InvestmentCompany Act.

 

The Company will not take any action if as a resultthereof it would be required to register as an investment company under theInvestment Company Act of 1940, as amended.

 

SECTION 1105.                                      Officers’Certificate as to Default.

 

The Company and the Guarantor will each deliver to theTrustee, on or before a date not more than four months after the end of theirfiscal year ending after the date hereof, an Officers’ Certificate from theirprincipal executive officer, principal financial officer or principalaccounting officer, stating whether or not to the best knowledge of the signersthereof the Company or the Guarantor, as the case may be, is in default inthe performance and observance of any of the terms, provisions and conditionsof this Indenture (without regard to any period of grace or requirement ofnotice provided hereunder), and, if the Company or the Guarantor, as the case may be,shall be in default, specifying all such defaults and the nature thereof ofwhich they may have knowledge.

 

The Company and the Guarantor will deliver writtennotice to the Trustee five days after any officer thereof has knowledge of theoccurrence of any event which with the giving of notice or the lapse of time orboth would become an Event of Default under Subsection (5) of Section 601.

 

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ARTICLE TWELVEREDEMPTION OF DEBT SECURITIES

 

SECTION 1201.                                      Applicabilityof Article.

 

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

 

SECTION 1202.                                      Electionto Redeem, Notice to Trustee.

 

The election of the Company to redeem any DebtSecurities shall be evidenced by a Board Resolution. In case of any redemptionat the election of the Company of less than all of the Debt Securities of anyseries, the Company shall, at least 60 days prior to the Redemption Date fixedby the Company (unless a shorter notice shall be satisfactory to the Trustee),notify the Trustee of such Redemption Date and of the principal amount of DebtSecurities of such series to be redeemed. In the case of any redemption ofDebt Securities prior to the expiration of any restriction on such redemptionprovided in the terms of such Debt Securities or elsewhere in this Indenture,the Company shall furnish the Trustee with an Officers’ Certificate evidencingcompliance with such restriction.

 

SECTION 1203.                                      Selectionby Trustee of Debt Securities to Be Redeemed.

 

If less than all the Debt Securities of any series areto be redeemed, the particular Debt Securities to be redeemed shall be selectednot more than 60 days prior to the Redemption Date by the Trustee, from theOutstanding Debt Securities of such series not previously called forredemption, by such method as the Trustee shall deem fair and appropriate andwhich may provide for the selection for redemption of portions (equal tothe minimum authorized denomination for Debt Securities of such series orany integral multiple thereof) of the principal amount of Debt Securities ofsuch series of a denomination larger than the minimum authorizeddenomination for Debt Securities of such series.

 

The Trustee shall promptly notify the Company inwriting of the Debt Securities selected for redemption and, in the case of anyDebt Securities selected for partial redemption, the principal amount thereofto be redeemed.

 

For all purposes of this Indenture, unless the contextotherwise requires, all provisions relating to the redemption of Debt Securitiesshall relate, in the case of any Debt Security redeemed or to be redeemed onlyin part, to the portion of the principal amount of such Debt Security which hasbeen or is to be redeemed.

 

SECTION 1204.                                      Noticeof 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 theRedemption Date, to each Holder of Debt Securities to be redeemed, at hisaddress appearing in the Security Register.

 

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All notices of redemption shall state:

 

(1)                                  theRedemption Date,

 

(2)                                  theRedemption Price,

 

(3)                                  ifless than all Outstanding Debt Securities of any series are to beredeemed, the identification (and, in the case of partial redemption, theprincipal amount) of the particular Debt Securities to be redeemed,

 

(4)                                  thaton the Redemption Date the Redemption Price will become due and payable uponeach such Debt Security to be redeemed, and, if applicable, that interestthereon shall cease to accrue on and after said date,

 

(5)                                  thePlace or Places of Payment where such Debt Securities are to be surrendered forpayment of the Redemption Price,

 

(6)                                  thatthe redemption is in connection with a sinking fund, if such is the case, and

 

(7)                                  ifapplicable, the CUSIP number for such Debt Security.

 

Notice of redemption of Debt Securities to be redeemedat the election of the Company shall be given by the Company or, at the Company’srequest, by the Trustee in the name and at the expense of the Company.

 

SECTION 1205.                                      Depositof Redemption Price.

 

On or prior to any Redemption Date, the Company shalldeposit with the Trustee or with a Paying Agent (or, if the Company is actingas its own Paying Agent, segregate and hold in trust as provided in Section 1103)an amount of money in the currency in which the Debt Securities of such series arepayable (except as otherwise specified pursuant to Section 301 for theDebt Securities of such series and except, if applicable, as provided in Section 311)sufficient to pay the Redemption Price of, and (unless otherwise specifiedpursuant to Section 301 for the Debt Securities of such series andthe Redemption Date is an Interest Payment Date) accrued interest on, all theDebt Securities or portion thereof, as the case may be, which are to beredeemed on that date.

 

SECTION 1206.                                      DebtSecurities Payable on Redemption Date.

 

Notice of redemption having been given as aforesaid,the Debt Securities so to be redeemed shall become due and payable and shall bepaid by the Company on the Redemption Date and at the Redemption Price thereinspecified and on and after such Redemption Date (unless the Company shalldefault in the payment of the Redemption Price and any accrued interest inrespect of such Debt Securities on such Redemption Date) such Debt Securitiesshall, if the same were interest bearing, cease to bear interest. Uponsurrender of any such Debt Security for redemption in accordance with saidnotice, the Redemption Price of such Debt Security so to be repaid shall bepaid by the Company, together with accrued interest, if any, to 

 

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the Redemption Date; provided,however, that installments of interest, if any, on an Interest PaymentDate that is prior to the Redemption Date (or, if specified pursuant to Section 301,that is on the Redemption Date) shall be payable (but without interest thereon,unless the Company shall default in payment thereof) to the Holder of such DebtSecurity, or one or more Predecessor Securities, registered as such at 5:00 P.M.,New York City time, on the relevant Record Date according to its or their termsand the provisions of Section 307.

 

If any Debt Security called for redemption shall notbe so paid upon surrender thereof, the Redemption Price shall, until paid, bearinterest from the Redemption Date at the rate of interest (or the manner ofcalculating the rate of interest) applicable to such Debt Security on the dayprior to the Redemption Date or, in the case of an Original Issue Discount Security,at the yield to maturity of such Original Issue Discount Security.

 

SECTION 1207.                                      DebtSecurities Redeemed in Part.

 

Any Debt Security which is to be redeemed only in part shallbe surrendered at a Place of Payment therefor (with, if the Company, theSecurity Registrar or the Trustee so requires, due endorsement by, or a writteninstrument of transfer in form satisfactory to the Company, the SecurityRegistrar and the Trustee duly executed by, the Holder thereof or his attorneyduly authorized in writing), and the Company shall execute, and the Trusteeshall authenticate and deliver to the Holder of such Debt Security withoutservice charge, a new Debt Security or Debt Securities (having a Guarantee dulyendorsed thereon) of the same series and Stated Maturity, of anyauthorized denomination as requested by such Holder in aggregate principalamount equal to and in exchange for the unredeemed portion of the principal ofthe Debt Security so surrendered. If a Debt Security in global form is sosurrendered, the Company shall execute, and the Trustee shall authenticate anddeliver to the depository for such global Debt Security, without servicecharge, a new Debt Security in global form in a denomination equal to andin exchange for the unredeemed portion of the principal of the global DebtSecurity so surrendered.

 

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ARTICLE THIRTEENSINKING FUNDS

 

SECTION 1301.                                      Applicabilityof Article.

 

The provisions of this Article shall beapplicable to any sinking fund for the retirement of Debt Securities of a series exceptas otherwise specified as contemplated by Section 301 for Debt Securitiesof such series.

 

The minimum amount of any sinking fund paymentprovided for by the terms of Debt Securities of any series is hereinreferred to as a “mandatory sinking fund payment,” and any payment in excess ofsuch minimum amount provided for by the terms of Debt Securities of any series isherein referred to as an “optional sinking fund payment.”  If provided for by the terms of DebtSecurities of any series, the amount of any cash sinking fund payment may besubject to reduction as provided in Section 1302. Each sinking fundpayment shall be applied to the redemption of Debt Securities of any series asprovided for by the terms of Debt Securities of such series.

 

SECTION 1302.                                      Satisfactionof Sinking Fund Payments with Debt Securities.

 

The Company (1) may deliver Outstanding DebtSecurities of a series (other than any previously called for redemption)and (2) may apply as a credit Debt Securities of a series whichhave been redeemed either at the election of the Company pursuant to the termsof such Debt Securities or through the application of permitted optionalsinking fund payments pursuant to the terms of such Debt Securities, in eachcase in satisfaction of all or any part of any sinking fund payment withrespect to the Debt Securities of such series required to be made pursuantto the terms of such Debt Securities as provided for by the terms of suchseries; provided that such Debt Securities have not been previously socredited. Such Debt Securities shall be received and credited for such purposeby the Trustee at the Redemption Price specified in such Debt Securities forredemption through operation of the sinking fund and the amount of such sinkingfund payment shall be reduced accordingly.

 

SECTION 1303.                                      Redemptionof Debt Securities for Sinking Fund.

 

Not less than 60 days prior to each sinking fundpayment date for any series of Debt Securities (unless a shorter periodshall be satisfactory to the Trustee), the Company will deliver to the Trusteean Officers’ Certificate specifying the amount of the next ensuing sinking fundpayment for that series pursuant to the terms of that series, the portionthereof, if any, which is to be satisfied by payment of cash, the portionthereof, if any, which is to be satisfied by crediting Debt Securities of than series pursuantto Section 1302 and, prior to or concurrently with the delivery of suchOfficers’ Certificate, will also deliver to the Trustee any Debt Securities tobe so credited and not theretofore delivered to the Trustee. Not less than 45days (unless a shorter period shall be satisfactory to the Trustee) before eachsuch sinking fund payment date the Trustee shall select the Debt Securities tobe redeemed upon such sinking fund payment date in the manner specified in Section 1203and cause notice of the redemption thereof to be given in the name of and atthe expense of the Company in the manner provided in Section 1204.

 

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Such notice having been duly given, the redemption ofsuch Debt Securities shall be made upon the terms and in the manner stated inSections 1205, 1206 and 1207.

 

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ARTICLE FOURTEENDEFEASANCE

 

SECTION 1401.                                      Applicabilityof Article.

 

If, pursuant to Section 301, provision is madefor the defeasance of Debt Securities of a series, then the provisions of this Article shallbe applicable except as otherwise specified as contemplated by Section 301for Debt Securities of such series.

 

SECTION 1402.                                      DefeasanceUpon Deposit of Moneys or U.S. Government Obligations.

 

At the Company’s option, either (a) the Companyshall be deemed to have been Discharged (as defined below) from its obligationswith respect to Debt Securities of any series on the 91st day after theapplicable conditions set forth below have been satisfied or (b) theCompany shall cease to be under any obligation to comply with any term,provision or condition set forth in Section 901, with respect to DebtSecurities of any series at any time after the applicable conditions setforth below have been satisfied:

 

(1)                                  theCompany shall have deposited or caused to be deposited irrevocably with the Trusteeas trust funds in trust, specifically pledged as security for, and dedicatedsolely to, the benefit of the Holders of the Debt Securities of such series (i) moneyin the Required Currency in an amount, or (ii) in the case of DebtSecurities denominated in Dollars, U.S. Government Obligations (as definedbelow), which through the payment of interest and principal in respect thereofin accordance with their terms will provide (without any reinvestment of suchinterest or principal), not later than one day before the due date of anypayment, money in an amount, or (iii) a combination of (i) and (ii) sufficient,in the opinion (with respect to (ii) and (iii) of a nationallyrecognized firm of independent public accountants expressed in a writtencertification thereof delivered to the Trustee at or prior to the time of suchdeposit, to pay and discharge each installment-of principal (including anymandatory sinking fund Payments) of, and premium, if any, and interest on, theOutstanding Debt Securities of such series on the dates such installmentsof interest, premium or principal are due;

 

(2)                                  theCompany shall have delivered to the Trustee an Officers’ Certificate certifyingas to whether the Debt Securities of such series are then listed on theNew York Stock Exchange;

 

(3)                                  ifthe Debt Securities of such series are then listed on the New York StockExchange, the Company shall have delivered to the Trustee an Opinion of Counselto the effect that the Company’s exercise of its option under this Section wouldnot cause such Debt Securities to be delisted;

 

(4)                                  noEvent of Default or event (including such deposit) which, with notice or lapseof time, or both, would become an Event of Default with respect to the DebtSecurities of such series shall have occurred and be continuing on thedate of such 

 

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deposit as evidenced to the Trustee in an Officers’Certificate delivered to the Trustee concurrently with such deposit;

 

(5)                                  theCompany shall have delivered to the Trustee an Opinion of Counsel to the effectthat (and containing no assumption or qualification) (i) Holders of theDebt Securities of such series will not recognize income, gain or loss forFederal income tax purposes as a result of the Company’s exercise of its optionunder this Section and will be subject to Federal income tax on the sameamount and in the same manner and at the same time as would have been the caseif such option had not been exercised, and, in the case of the Debt Securitiesof such series being Discharged, accompanied by a ruling to that effectreceived from or published by the Internal Revenue Service (it being understoodthat (A) such Opinion shall also state that such ruling is consistent withthe conclusions reached in such Opinion and (B) the Trustee shall be underno obligation to investigate the basis or correctness of such ruling) and (ii) allconditions precedent to the Discharge pursuant to this Section have beencomplied with;

 

(6)                                  theCompany shall have delivered to the Trustee an Opinion of Counsel to the effectthat the Company’s exercise of its option under this provision will not causeany violation of the Investment Company Act of 1940, as amended, on the part ofthe Company, the trust, the trust funds representing the Company’s deposit orthe Trustee; and

 

(b)                                 theCompany shall have paid or duly provided for payment of all amounts then due tothe Trustee pursuant to Section 707.

 

“Discharged” means that the Company shall be deemed tohave paid and discharged the entire indebtedness represented by, andobligations under, the Debt Securities of such series and to havesatisfied all the obligations under this Indenture relating to the DebtSecurities of such series (and the Trustee, at the expense of the Company,shall execute proper instruments acknowledging the same), except (A) therights of Holders of Debt Securities of such series to receive, from thetrust fund described in clause (1) above, payment of the principal of, andpremium, if any, and the interest on such Debt Securities when such paymentsare due, (B) the Company’s obligations with respect to the Debt Securitiesof such series under Sections 305, 306, 1102 and 1403 and (C) therights, powers, trusts, duties and immunities of the Trustee hereunder,including without limitation, the provisions of Section 707.

 

“U.S. Government Obligations” means securities thatare (i) direct obligations of the United States of America for the paymentof which its full faith and credit is pledged or (ii) obligations of aPerson controlled or supervised by and acting as an agency or instrumentalityof the United States of America the payment of which is unconditionallyguaranteed as a full faith and credit obligation by the United States ofAmerica, which, in either case under clauses (i) or (ii) are notcallable or redeemable at the option of the issuer thereof.

 

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SECTION 1403.                                      DepositedMoneys and U.S. Government Obligations To Be Held in Trust.

 

All moneys and U.S. Government Obligations depositedwith the Trustee pursuant to Section 1402 in respect of Debt Securities ofa series shall be held in trust and applied by it, in accordance with theprovisions of such Debt Securities and this Indenture, to the payment, eitherdirectly or through any Paying Agent (including the Company acting as it ownPaying Agent) as the Trustee may determine, to the Holders of such DebtSecurities, of all sums due and to become due thereon for principal, premium,if any, and interest, if any, but such money need not be segregated from otherfunds except to the extent required by law.

 

SECTION 1404.                                      Repaymentto Company.

 

The Trustee and any Paying Agent shall promptly pay orreturn to the Company upon Company Request any money and U.S. Government Obligationsheld by them at any time that are not required for the payment of the principalof, and premium, if any, and interest on, the Debt Securities of any series forwhich money or U.S. Government Obligations have been deposited pursuant to Section 1402.

 

The provisions of the last paragraph of Section 1103shall apply to any money held by the Trustee or any Paying Agent under this Article thatremains unclaimed for two years after the Maturity of any Series of DebtSecurities for which money or U.S. Government Obligations have been depositedpursuant to Section 1402.

 

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ARTICLE FIFTEEN

 

REPAYMENT AT THE OPTIONOF HOLDERS

 

SECTION 1501.                                      Applicabilityof Article.

 

Repayment of Debt Securities of any series beforetheir Stated Maturity at the option of Holders thereof shall be made inaccordance with the terms of such Debt Securities and (except as otherwisespecified by the terms of such series established pursuant to Section 301)in accordance with this Article Fifteen.

 

SECTION 1502.                                      Repaymentof Debt Securities.

 

Debt Securities of any series subject torepayment in whole or in part at the option of the Holders thereof will,unless otherwise provided in the terms of such Debt Securities, be repaid atthe Repayment Price thereof, together with interest, if any, thereon accrued tothe Repayment Date specified in or pursuant to the terms of such DebtSecurities. On or prior to the Repayment Date, the Company shall deposit withthe Trustee or with a Paying Agent (or, if the Company is acting as its ownPaying Agent, segregate and hold in trust as provided in Section 1103) anamount of money in the currency in which the Debt Securities of such series arepayable (except as otherwise specified pursuant to Section 301 for theDebt Securities of such series and except, if applicable, as provided in Section 311)sufficient to pay the Repayment Price of and (unless otherwise specifiedpursuant to Section 301 for the Debt Securities of such series andthe Repayment Date is an Interest Payment Date) accrued interest on, all theDebt Securities or portions thereof, as the case may be, to be repaid onsuch date.

 

SECTION 1503.                                      Exerciseof Option.

 

Debt Securities of any series subject torepayment at the option of the Holders thereof will contain an “Option to ElectRepayment” form. In order to be repaid at the option of the Holder, any DebtSecurity so providing for such repayment, together with the “Option to ElectRepayment” form duly completed by the Holder (or by the Holder’s attorneyduly authorized in writing), must be received by or on behalf of the Company atthe Place of Payment therefor specified in the terms of such Debt Security (orat such other place or places of which the Company shall from time to timenotify the Holders of such Debt Securities) not more than 60 nor less than 30calendar days prior to the Repayment Date. If less than the entire principalamount of such Debt Security is to be repaid in accordance with the terms ofsuch Debt Security, the portion of such Debt Security to be repaid, inincrements of the minimum denomination for Debt Securities of such series, andthe denomination or denominations of the Debt Security or Debt Securities to beissued to the Holder for the portion of such Debt Security surrendered that isnot to be repaid, must be specified. Any Debt Security providing for repaymentat the option of the Holder thereof may not be repaid in part if,following such repayment, the unpaid principal amount of such Debt Securitywould be less than the minimum denomination of Debt Securities of the series ofwhich such Debt Security to be repaid is a part. Except as may beotherwise provided in any Debt Security providing for repayment at the optionof the Holder thereof, exercise of the repayment option by the Holder shall beirrevocable unless waived by the Company.

 

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SECTION 1504.                                      WhenDebt Securities Surrendered for Repayment Become Due and Payable.

 

If Debt Securities of any series providing forrepayment at the option of the Holders thereof shall have been surrendered asprovided in this Article Fifteen and as provided by or pursuant to theterms of such Debt Securities, such Debt Securities or the portions thereof, asthe case may be, to be repaid shall become due and payable and shall bepaid by the Company on the Repayment Date therein specified, and on and aftersuch Repayment Date (unless the Company shall default in the payment of theRepayment Price and any accrued interest in respect of such Debt Securities onsuch Repayment Date) such Debt Securities shall, if the same were interestbearing, cease to bear interest. Upon surrender of any such Debt Security forrepayment in accordance with such provisions, the Repayment Price of such DebtSecurity so to be repaid shall be paid by the Company, together with accruedinterest, if any, to the Repayment Date; provided, however, thatinstallments of interest, if any, on an Interest Payment Date that is prior tothe Repayment Date (or, if specified pursuant to Section 301, that is onthe Repayment Date) shall be payable (but without interest thereon, unless theCompany shall default in the payment thereof) to the Holder of such DebtSecurity, or one or more Predecessor Securities, registered as such at 5:00 P.M.,New York City time, on the relevant Regular Record Date according to its ortheir terms and the provisions of Section 307.

 

If any Debt Security surrendered for repayment shallnot be so repaid upon surrender thereof, the Repayment Price shall, until paid,bear interest from the Repayment Date at the rate of interest (or manner ofcalculating the rate of interest) applicable to such Debt Security on the dayprior to the Repayment Date or, in the case of an Original Issue DiscountSecurity, at the yield to maturity of such Original Issue Discount Security.

 

SECTION 1505.                                      DebtSecurities Repaid in Part.

 

Upon surrender of any Debt Security which is to berepaid in part only, the Company shall execute and the Trustee shallauthenticate and deliver to the Holder of such Debt Security, without servicecharge and at the expense of the Company, a new Debt Security or DebtSecurities of the same series, of any authorized denomination specified by theHolder, in an aggregate principal amount equal to and in exchange for theportion of the principal of such Debt Security so surrendered which is not tobe repaid.

 

*  *  * *  *

 

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This instrument maybe executed in any number ofcounterparts, each of which so executed shall be deemed to be an original, butall such counterparts shall together constitute but one and the sameinstrument.

 

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

 
|   | COUNTRYWIDE  FINANCIAL             |
|--------|------------------------------------|
|   | CORPORATION                        |
|   |                               |
|   |                               |
|   | By:                                | /s/ Thomas Keith  McLaughlin |   |
|   |                               | Thomas Keith  McLaughlin |
|   |                               | Executive  Managing Director and |
|   |                               | Chief Financial  Officer |
|   |                               |   |
|   |                               |   |
|   | COUNTRYWIDE HOME  LOANS, INC. |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Thomas Keith  McLaughlin |   |
|   |                               | Thomas Keith  McLaughlin |
|   |                               | Executive  Managing Director and |
|   |                               | Chief Financial  Officer |
|   |                               |   |
|   |                               |   |
|   | THE BANK OF NEW  YORK, as Trustee  |
|   |                               |
|   |                               |
|   | By:                                | /s/ Joseph A.  Lloret |   |
|   |                               | Joseph A. Lloret |
|   |                               | Assistant  Treasurer |
|        |                                    |  |  |  |  |

 

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| State of  California   | ) |   |   |
|------------------------|---|--------|--------|
| County of Los  Angeles | ) | SS.:   |   |   |
|                        |   |        |        |  |

 

On the 4th day of February, 2005, before mepersonally came Thomas Keith McLaughlin, to me known, who, being by me dulysworn, did depose and say that he is Executive Managing Director and ChiefFinancial Officer of Countrywide Financial Corporation, one of the corporationsdescribed in and which executed the foregoing instrument; that he knows theseal of said corporation; that the seal affixed to said instrument is suchcorporate seal; that it was so affixed by authority of the Board of Directorsof said corporation, and that he signed his name thereto by like authority.

 
|   | /s/ Carla Jo  Mason |
|--------|---------------------|
|   | Notary Public       |
|   |                |
| Seal   |                |

 

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| State of  California   | ) |   |   |
|------------------------|---|--------|--------|
| County of Los  Angeles | ) | SS.:   |   |   |
|                        |   |        |        |  |

 

On the 4th day of February, 2005, before mepersonally came Thomas Keith McLaughlin, to me known, who, being by me dulysworn, did depose and say that he is Executive Managing Director and ChiefFinancial Officer of Countrywide Home Loans, Inc., one of the corporationsdescribed in and which executed the foregoing instrument; that he knows theseal of said corporation; that the seal affixed to said instrument is suchcorporate seal; that it was so affixed by authority of the Board of Directorsof said corporation, and that he signed his name thereto by like authority.

 
|   | /s/ Carla Jo  Mason |
|--------|---------------------|
|   | Notary Public       |
|   |                |
| Seal   |                |

 

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| State of New  York  | ) |   |   |
|---------------------|---|--------|--------|
| County of New  York | ) | SS.:   |   |   |
|                     |   |        |        |  |

 

On the 7 day of February, 2005, before mepersonally came Joseph A. Lloret to me known, who, being by me dulysworn, did depose and say that he is Assistant Treasurer of The Bank ofNew York, one of the corporations described in and which executed the foregoinginstrument; that he knows the seal of said corporation; that the seal affixedto said instrument is such corporate seal; that it was so affixed by authorityof the Board of Directors of said corporation, and that he signed his namethereto by like authority.

 
|   | /s/ Lucille  Mercurio                 |
|--------|---------------------------------------|
|   | Notary Public,  State of New York     |
|   | No. 03-4654994                   |
|   | Qualified in  Bronx County            |
|   | Certificate  filed in New York County |
|   | Commission  Expires 12/31/2005        |
|   |                                  |
| [Seal] |                                  |

 

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Exhibit A

 

Form of election toreceive payments inU.S. Dollars or to rescind such election

 

The undersigned, registered owner of certificatenumber -                         (the “Certificate”), representing [name of series of Debt Securities] (the“Debt Securities”) in an aggregate principal amount of                         ,hereby

 

o                                    electsto receive all payments in respect of the Debt Securities in U.S. Dollars. Subjectto the terms and conditions set forth in the indenture under which the DebtSecurities were issued (the “Indenture”), this election shall take effect onthe next Record Date (as defined in the Indenture) after this election form isreceived by the Trustee and shall remain in effect until it is rescinded by theundersigned or until the Certificate is transferred or paid in full atMaturity.

 

o                                    rescindsthe election previously submitted by the undersigned to receive all payments inrespect of the Debt Securities in U.S. Dollars represented by the Certificate. Subjectto the terms and conditions set forth in the Indenture, this rescission shalltake effect on the next Record Date (as defined in such Indenture) after thiselection form is received by the Trustee, or, in the case of Maturity ofan installment of principal, the fifteenth day immediately preceding suchMaturity.

 

The undersigned acknowledges that, except as providedin the Indenture, any costs incurred by or on behalf of the Company inconnection with the conversion of foreign currency into U.S. Dollars shall beborne by the undersigned through deduction from payments required to be made tothe undersigned pursuant to the terms of the Indenture.

 

All capitalized terms used herein, unless otherwisedefined herein, shall have the meanings assigned to them in the Indenture.

 
|   |                  |   |
|--------|-----------------------|--------|
|   | (Name of Owner)       |
|   |                  |   |
|   | (Signature of  owner) |

 

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