Exhibit 4.7


 


FORM OF SENIOR INDENTURE


 






 


VENOCO, INC.,


ISSUER,


AND


[      ],


 






 


TRUSTEE


INDENTURE


DATED AS OF
[                    ],
20[     ]


 






 


SENIOR DEBT SECURITIES


 






 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  Section 1.01

  	
  Definitions
  of Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION,
  REGISTRATION AND EXCHANGE OF SECURITIES

  	
  5

  
	
   

  	
   

  
	
  Section 2.01

  	
  Designation
  and Terms of Securities

  	
  5

  
	
  Section 2.02

  	
  Form of
  Securities and Trustee’s Certificate

  	
  7

  
	
  Section 2.03

  	
  Denominations;
  Provisions for Payment

  	
  7

  
	
  Section 2.04

  	
  Execution
  and Authentications

  	
  8

  
	
  Section 2.05

  	
  Registration
  of Transfer and Exchange

  	
  9

  
	
  Section 2.06

  	
  Mutilated,
  Destroyed, Lost or Stolen Securities

  	
  10

  
	
  Section 2.07

  	
  Cancellation

  	
  11

  
	
  Section 2.08

  	
  Benefits
  of Indenture

  	
  11

  
	
  Section 2.09

  	
  Authenticating
  Agent

  	
  11

  
	
  Section 2.10

  	
  Global
  Securities

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III COVENANTS

  	
  13

  
	
   

  	
   

  
	
  Section 3.01

  	
  Payment
  of Principal, Premium and Interest

  	
  13

  
	
  Section 3.02

  	
  Maintenance
  of Office or Agency

  	
  13

  
	
  Section 3.03

  	
  Paying
  Agents

  	
  13

  
	
  Section 3.04

  	
  Appointment
  to Fill Vacancy in Office of Trustee

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV SECURITYHOLDERS’ LISTS AND REPORTS BY
  THE COMPANY AND THE TRUSTEE

  	
  14

  
	
   

  	
   

  
	
  Section 4.01

  	
  Company
  to Furnish Trustee Names and Addresses of Securityholders

  	
  14

  
	
  Section 4.02

  	
  Preservation
  Of Information; Communications With Securityholders

  	
  15

  
	
  Section 4.03

  	
  Reports
  by the Company

  	
  15

  
	
  Section 4.04

  	
  Reports
  by the Trustee

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  16

  
	
   

  	
   

  
	
  Section 5.01

  	
  Events
  of Default

  	
  16

  
	
  Section 5.02

  	
  Suits
  for Enforcement by Trustee

  	
  18

  
	
  Section 5.03

  	
  Application
  of Moneys Collected

  	
  19

  
	
  Section 5.04

  	
  Limitation
  on Suits

  	
  19

  
	
  Section 5.05

  	
  Rights
  and Remedies Cumulative; Delay or Omission Not Waiver

  	
  20

  
	
  Section 5.06

  	
  Control
  by Securityholders

  	
  20

  
	
  Section 5.07

  	
  Undertaking
  to Pay Costs

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI CONCERNING THE TRUSTEE

  	
  21

  
	
   

  	
   

  
	
  Section 6.01

  	
  Certain
  Duties and Responsibilities of Trustee

  	
  21

  
	
  Section 6.02

  	
  Certain
  Rights of Trustee

  	
  22

  
	
  Section 6.03

  	
  Trustee
  Not Responsible for Recitals or Issuance or Securities

  	
  24

  



 


i

















 


	
  Section 6.04

  	
  May Hold
  Securities

  	
  24

  
	
  Section 6.05

  	
  Moneys
  Held in Trust

  	
  24

  
	
  Section 6.06

  	
  Compensation
  and Reimbursement

  	
  24

  
	
  Section 6.07

  	
  Reliance
  on Officers’ Certificate

  	
  25

  
	
  Section 6.08

  	
  Disqualification;
  Conflicting Interests

  	
  25

  
	
  Section 6.09

  	
  Corporate
  Trustee Required; Eligibility

  	
  25

  
	
  Section 6.10

  	
  Resignation
  and Removal; Appointment of Successor

  	
  25

  
	
  Section 6.11

  	
  Acceptance
  of Appointment By Successor

  	
  27

  
	
  Section 6.12

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  28

  
	
  Section 6.13

  	
  Preferential
  Collection of Claims Against the Company

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII CONCERNING THE SECURITYHOLDERS

  	
  28

  
	
   

  	
   

  
	
  Section 7.01

  	
  Evidence
  of Action by Securityholders

  	
  28

  
	
  Section 7.02

  	
  Proof
  of Execution by Securityholders

  	
  29

  
	
  Section 7.03

  	
  Who
  May be Deemed Owners

  	
  29

  
	
  Section 7.04

  	
  Certain
  Securities Owned by Company Disregarded

  	
  29

  
	
  Section 7.05

  	
  Actions
  Binding on Future Securityholders

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII SUPPLEMENTAL INDENTURES

  	
  30

  
	
   

  	
   

  
	
  Section 8.01

  	
  Supplemental
  Indentures Without the Consent of Securityholders

  	
  30

  
	
  Section 8.02

  	
  Supplemental
  Indentures With Consent of Securityholders

  	
  31

  
	
  Section 8.03

  	
  Effect
  of Supplemental Indentures

  	
  32

  
	
  Section 8.04

  	
  Securities
  Affected by Supplemental Indentures

  	
  32

  
	
  Section 8.05

  	
  Execution
  of Supplemental Indentures

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUCCESSOR ENTITY

  	
  33

  
	
   

  	
   

  
	
  Section 9.01

  	
  Company
  May Consolidate, Etc.

  	
  33

  
	
  Section 9.02

  	
  Successor
  Entity Substituted

  	
  33

  
	
  Section 9.03

  	
  Evidence
  of Consolidation, Etc. to Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SATISFACTION AND DISCHARGE

  	
  34

  
	
   

  	
   

  
	
  Section 10.01

  	
  Satisfaction
  and Discharge of Indenture

  	
  34

  
	
  Section 10.02

  	
  Discharge
  of Obligations

  	
  34

  
	
  Section 10.03

  	
  Deposited
  Moneys to be Held in Trust

  	
  35

  
	
  Section 10.04

  	
  Payment
  of Moneys Held by Paying Agents

  	
  35

  
	
  Section 10.05

  	
  Repayment
  to Company

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI DEFEASANCE AND COVENANT DEFEASANCE

  	
  35

  
	
   

  	
   

  
	
  Section 11.01

  	
  Applicability
  of Article; Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  35

  
	
  Section 11.02

  	
  Defeasance
  and Discharge

  	
  36

  
	
  Section 11.03

  	
  Covenant
  Defeasance

  	
  36

  
	
  Section 11.04

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
  36

  
	
  Section 11.05

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

  	
  38

  



 


ii

















 


	
  ARTICLE XII IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  39

  
	
   

  	
   

  
	
  Section 12.01

  	
  No
  Recourse

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS PROVISIONS

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Effect
  on Successors and Assigns

  	
  39

  
	
  Section 13.02

  	
  Actions
  by Successor

  	
  39

  
	
  Section 13.03

  	
  Notices

  	
  39

  
	
  Section 13.04

  	
  Governing
  Law

  	
  40

  
	
  Section 13.05

  	
  Compliance
  Certificates and Opinions

  	
  40

  
	
  Section 13.06

  	
  Payments
  on Business Days

  	
  40

  
	
  Section 13.07

  	
  Conflict
  with Trust Indenture Act

  	
  41

  
	
  Section 13.08

  	
  Counterparts

  	
  41

  
	
  Section 13.09

  	
  Separability

  	
  41

  
	
  Section 13.10

  	
  Assignment

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV GUARANTEE OF SECURITIES

  	
  41

  
	
   

  	
   

  
	
  Section 14.01

  	
  Securities
  Guarantee

  	
  41

  
	
  Section 14.02

  	
  Limitation
  on Guarantor Liability

  	
  42

  
	
  Section 14.03

  	
  Execution
  and Delivery of Securities Guarantee Notation

  	
  43

  



 


iii

















 


CROSS-REFERENCE TABLE(2)


 


	
  Section of Trust Indenture Act of 1939, as amended

  	
   

  	
  Section of Indenture

  
	
  310(a)(1)

  	
   

  	
  6.09

  
	
  310(a)(2)

  	
   

  	
  6.09

  
	
  310(a)(3)

  	
   

  	
  Inapplicable

  
	
  310(a)(4)

  	
   

  	
  Inapplicable

  
	
  310(a)(5)

  	
   

  	
  6.09

  
	
  310(b)

  	
   

  	
  6.08

  
	
   

  	
   

  	
  6.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  6.13

  
	
  311(b)

  	
   

  	
  6.13

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  4.01

  
	
   

  	
   

  	
  4.02(a)

  
	
  312(b)

  	
   

  	
  4.02(c)

  
	
  312(c)

  	
   

  	
  4.02(c)

  
	
  313(a)

  	
   

  	
  4.04(a)

  
	
  313(b)

  	
   

  	
  4.04(b)

  
	
  313(c)

  	
   

  	
   

  
	
   

  	
   

  	
  4.04(b)

  
	
  313(d)

  	
   

  	
  4.04(b)

  
	
  314(a)

  	
   

  	
  4.03

  
	
   

  	
   

  	
  13.05(c)

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  13.05

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  13.05(b)

  
	
  315(a)(1)

  	
   

  	
  6.01(b)

  
	
  315(a)(2)

  	
   

  	
  6.02

  
	
  315(b)

  	
   

  	
  4.04(d)

  
	
  315(c)

  	
   

  	
  6.01(a)

  
	
  315(d)

  	
   

  	
  6.01(b)

  
	
   

  	
   

  	
  6.02

  
	
  315(e)

  	
   

  	
  5.07

  
	
  316(a)

  	
   

  	
  5.06

  
	
  316(b)

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
  2.03

  
	
  317(a)

  	
   

  	
  4.02

  
	
  317(b)

  	
   

  	
  3.03

  
	
  318(a)

  	
   

  	
  13.07

  



 






(2)          This Cross-Reference Table does not constitute part
of the Indenture and shall not have any bearing on the interpretation of any of
its terms or provisions.


 


iv

















 


INDENTURE,
dated as of [ ], 20[      ], between Venoco, Inc.,
a Delaware corporation (the “Company”), the Guarantors (as hereinafter defined)
and [ ], as trustee (the “Trustee”):


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of secured
or unsecured debt securities (hereinafter referred to as the “Securities”),
which may, but are not required to be guaranteed by the Guarantors, in an
unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;


 


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


 


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


 


NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of Securities:


 


ARTICLE I

DEFINITIONS


 


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


 


“Authenticating
Agent” means an authenticating agent with respect to all or any of the
series of Securities appointed with respect to all or any series of the
Securities by the Trustee pursuant to Section 2.09.


 


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


 


“Board
of Directors” means the Board of Directors of the Company or Guarantor, as
the case may be, or any duly authorized committee of such Board of Directors.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or a Guarantor, as the case may be, to have
been duly


 

















 


adopted
by the Board of Directors and to be in full force and effect on the date of
such certification.


 


“Business
Day” means, with respect to any series of Securities, any day other than a
day on which Federal or State banking institutions in the United States (or in
any city in which the Paying Agent appointed pursuant to Section 3.03 has
an office), are authorized or obligated by law, executive order or regulation
to close.


 


“Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section 13.05.


 


“Company”
means Venoco, Inc., a corporation duly organized and existing under the
laws of the State of Delaware, and, subject to the provisions of Article Ten,
shall also include its successors and assigns.


 


“Corporate
Trust Office” means the office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which
office at the date hereof is located at [ ], except that whenever a provision
herein refers to an office or agency of the Trustee in the United States, such
office is located, at the date hereof, at [ ].


 


“Covenant
Defeasance” has the meaning specified in Section 11.03.


 


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


 


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


 


“Defeasance”
has the meaning specified in Section 11.02.


 


“Depositary”
means, with respect to Securities of any series, for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.10.


 


“Event
of Default” means, with respect to Securities of a particular series any
event specified in Section 5.01, continued for the period of time, if any,
therein designated.


 


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


 


“Governmental
Obligations” means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations 


 


2

















 


of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America that, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of principal
of or interest on the Governmental Obligation evidenced by such depositary
receipt.


 


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


 


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


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.


 


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


 


“Officers’
Certificate” means in the case of the Company, a certificate signed by the
Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief
Operating Officer, an Executive Vice President or a Senior Vice President and
by the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company, or in the case of a Guarantor, a certificate signed
by the Chairman of the Board, Chief Executive Officer, President, any Vice
President or any duly authorized officer of such Guarantor and by the Treasurer
or an Assistant Treasurer or the Secretary or Assistant Secretary of such
Guarantor, that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in Section 13.05,
if and to the extent required by the provisions thereof.


 


“Opinion
of Counsel” means an opinion in writing of legal counsel, who may be an
employee of or counsel for the Company or a Guarantor, as the case may be, that
is delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.05, if and
to the extent required by the provisions thereof.


 


“Outstanding,”
when used with reference to Securities of any series, means, subject to the
provisions of Section 7.04, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or
any Paying Agent, or delivered to the Trustee or any Paying Agent for 


 


3

















 


cancellation
or that have previously been canceled; (b) Securities or portions thereof
for the payment or redemption of which moneys or Governmental Obligations in
the necessary amount shall have been deposited in trust with the Trustee or
with any Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.06; and (d) Securities, except to the extent provided in
Sections 11.02 and 11.03, with respect to which the Company has effected
Defeasance and/or Covenant Defeasance as provided in Article XI.


 


“Paying
Agent” means a paying agent appointed pursuant to Section 3.03.


 


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


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.06 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.


 


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


 


“Securities”
means the debt Securities authenticated and delivered under this Indenture.


 


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


 


“Securityholder,”
“holder of Securities,” “registered holder” or other similar
term, means the Person or Persons in whose name or names a particular Security
shall be registered on the books of the Company kept for that purpose in
accordance with the terms of this Indenture.


 


“Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority
of whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership,
joint venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.


 


4

















 


“Supplemental
Indenture” means a supplemental indenture entered into pursuant to Section 8.01.


 


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


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, subject
to the provisions of Sections 8.01, 8.02 and 9.01, as in effect at the
date of execution of this instrument.


 


“Voting
Stock,” as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


 


ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.01                                Designation and
Terms of Securities.


 


(a)                                  The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series
up to the aggregate principal amount of Securities of that series from time to
time authorized by or pursuant to a Board Resolution of the Company or pursuant
to one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution of the Company, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto:


 


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


 


(2)                                  the aggregate principal
amount of the Securities of that series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of that series) and any limit on the amount that may be issued;


 


(3)                                  the date or
dates, or the method of determining the dates, on which the Securities will
mature;


 


(4)                                  the rate or
rates at which the Securities of the series shall bear interest or the manner
of calculation of such rate or rates, if any;


 


(5)                                  the date or
dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such


 


5














 


Interest Payment Dates, the
place(s) of payment, and the record date for the determination of holders
to whom interest is payable on any such Interest Payment Dates;


 


(6)                                  whether the
Securities are secured or unsecured and, if secured, by which assets and the
terms of the security interest;


 


(7)                                  the right, if
any, of the Company to extend the interest payment periods and the duration of
such extension or to reopen a series of Securities and issue additional
Securities of the same series;


 


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


 


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


 


(10)                            the form of the
Securities of the series including the form of the certificate of authentication
for such series;


 


(11)                            if other than
denominations of one thousand U.S. dollars ($1,000) in the case of registered
Securities or five thousand U.S. dollars ($5,000) in the case of bearer
Securities, or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;


 


(12)                            any and all
other terms with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture, as amended by any Supplemental Indenture)
including any additional events of default or covenants provided with respect
to the Securities, and any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of Securities of that series;


 


(13)                            whether the
Securities are issuable as a Global Security in temporary or definitive form
and, in such case, the identity of the Depositary for such series;


 


(14)                            whether the
Securities will be convertible into shares of common stock or other securities
of the Company and, if so, the terms and conditions upon which such Securities
will be so convertible, including the conversion price and the conversion
period;


 


(15)                            if other than
the principal amount thereof, the portion of the principal amount of Securities
of the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 5.01;


 


(16)                            the
applicability, if any, of the Defeasance and Covenant Defeasance provisions of Section 11
to the Securities of the series; and


 


6

















 


(17)                            whether the
Securities of the series will be guaranteed pursuant to the Securities
Guarantee set forth in Article XIV, any modifications to the terms of Article XIV
applicable to the Securities of such series and the applicability of any other
guarantee.


 


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


 


If
any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and, if
applicable, the Guarantors, and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series.


 


Securities
of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by which rates of
interest may be determined, with different dates on which such interest may be
payable and with different redemption dates.


 


Section 2.02                                Form of
Securities and Trustee’s Certificate.  The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution and as set forth in an
Officers’ Certificate and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which
Securities of that series may be listed, or to conform to usage.


 


Section 2.03                                Denominations;
Provisions for Payment.  The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(11). The Securities of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America that
at the time is legal tender for public and private debt, at the office of the
Paying Agent.  Each Security shall be
dated the date of its authentication. Interest on the Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.


 


The
interest installment on any fully registered Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment.  The principal, interest and any premium on
bearer Securities shall be paid upon presentation of such Security at the
office of the Payment Agent.  In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on


 


7

















 


such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.


 


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


 


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


 


Section 2.04                                Execution and
Authentications.  The
Securities shall be signed on behalf of the Company by its Chairman, Vice
Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief
Operating Officer, or one of its Executive Vice Presidents or Senior Vice
Presidents, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Any Securities
Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested. Signatures may be in the form of a manual or facsimile
signature. The Company and the Guarantors may use the facsimile signature of
any Person who were at any time proper officers of the Company or a Guarantor,
as the case may be, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such Person shall have
ceased to hold such office. The seal of the Company may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage.
Each Security shall be dated the date of its authentication by the Trustee.


 


No
Security or Securities Guarantee endorsed thereon shall be valid until
authenticated manually by an authorized signatory of the Trustee, or by an
Authenticating Agent. Such signature shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Securities, signed by an authorized
officer and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.


 


8

















 


In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.


 


The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.


 


Section 2.05                                Registration of
Transfer and Exchange.


 


(a)                                  Securities of
any series may be exchanged upon presentation thereof at the office or agency
of the Company designated for such purpose in the United States, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same
series that the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.


 


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


 


Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company and, if applicable, the Guarantor,
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, of the same series as the Security presented for a
like aggregate principal amount.


 


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


 


(c)                                  No service
charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 8.04
not involving any transfer.


 


9

















 


(d)                                 The Company
shall not be required (1) to issue, exchange or register the transfer of
any Securities during the 15 days immediately preceding (i) the day of
mailing of the relevant notice of redemption, if debt securities of the series
are issuable only as registered Securities, or (ii) the day of the first
publication of the relevant notice of redemption, if any or all Securities of
the series are issuable as bearer debt securities and such publication is made,
(2) to register the transfer of or exchange any Securities of any series
or portions thereof selected for redemption or (3) exchange any bearer
debt security selected for redemption, except to exchange it for a registered
debt security which is simultaneously surrendered for redemption.  The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.10 hereof.


 


Section 2.06                                Mutilated,
Destroyed, Lost or Stolen Securities.  In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and upon the Company’s request,
the Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of the applicant’s
Security and of the ownership thereof. The Trustee may authenticate any such
substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company and the Guarantors (if applicable) may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case
any Security that has matured or is about to mature shall become mutilated or
be destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company, the Guarantors (if applicable) and the Trustee
such security or indemnity as they may require to save each of them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Company, the Guarantors (if applicable) and the Trustee of the destruction,
loss or theft of such Security and of the ownership thereof.


 


Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company and, if
applicable, the Guarantors, whether or not the mutilated, destroyed, lost or
stolen Security shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


 


10

















 


Section 2.07                                Cancellation.  All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any Paying Agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Securities shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company
canceled Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver a certificate of disposition to the Company. If the
Company shall otherwise acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.


 


Section 2.08                                Benefits of
Indenture.  Nothing in
this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities.


 


Section 2.09                                Authenticating
Agent.  So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint. Said Authenticating Agent shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
exchange, transfer or partial redemption thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. All
references in this Indenture to the authentication of Securities by the Trustee
shall be deemed to include authentication by an Authenticating Agent for such
series. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation that has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to conduct a trust
business, and that is otherwise authorized under such laws to conduct such
business and is subject to supervision or examination by Federal or State
authorities. If at any time any Authenticating Agent shall cease to be eligible
in accordance with these provisions, it shall resign immediately.


 


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


 


11

















 


Section 2.10                                Global
Securities.


 


(a)                                  If the Company
shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security that (1) shall be registered
in the name of the Depositary or its nominee, (2) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary’s instruction and (3) shall
bear a legend substantially to the following effect: “Except as otherwise
provided in Section 2.10 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”


 


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


 


(c)                                  If at any time
the Depositary for a series of the Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such series or if at any time
the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and
a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.10 shall no longer be
applicable to the Securities of such series and the Company, and, if
applicable, the Guarantors, will execute and, subject to Section 2.05, the
Trustee will authenticate and deliver the Securities with an endorsement of the
Securities Guarantee, if applicable, executed by the Guarantors, of such series
in definitive registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this Section 2.10
shall no longer apply to the Securities of such series. In such event the
Company, and, if applicable, the Guarantors. will execute and, subject to Section 2.05,
the Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities with
an endorsement of the Securities Guarantee, if applicable, of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security pursuant to this Section 2.10(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Depositary for delivery to the Persons in whose names such
Securities are so registered.


 


12

















 


ARTICLE III

COVENANTS


 


Section 3.01                                Payment of
Principal, Premium and Interest.  The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and interest on the
Securities of that series at the time and place and in the manner provided
herein and established with respect to such Securities.


 


Section 3.02                                Maintenance of
Office or Agency.  So long as
any series of the Securities remain Outstanding, the Company agrees to maintain
an office or agency in the United States, with respect to each such series and
at such other location or locations as may be designated as provided in this Section 3.02,
where (a) Securities of that series may be presented for payment, (b) Securities
of that series may be presented as herein above authorized for registration of
transfer and exchange, and (c) notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be given or
served, such designation to continue with respect to such office or agency
until the Company shall, by written notice signed by its Chairman, Vice
Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief
Operating Officer, or an Executive Vice President or Senior Vice President and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and
demands.


 


Section 3.03                                Paying Agents.


 


(a)                                  Unless
otherwise designated in a Supplemental Indenture, the Paying Agent for all
series of the Securities (the “Paying Agent”) shall be the Trustee.  If the Company shall appoint one or more
Paying Agent other than the Trustee for all or any series of the Securities,
the Company will cause each such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:


 


(1)                                  that it will
hold all sums held by it as such agent for the payment of the principal of (and
premium, if any) or interest on the Securities of that series (whether such
sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;


 


(2)                                  that it will
give the Trustee notice of any failure by the Company (or by any other obligor
of such Securities) to make any payment of the principal of (and premium, if
any) or interest on the Securities of that series when the same shall be due
and payable;


 


(3)                                  that it will,
at any time during the continuance of any failure referred to in the preceding
paragraph (a)(2) above, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent; and


 


13

















 


(4)                                  that it will
perform all other duties of Paying Agent as set forth in this Indenture.


 


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


 


(c)                                  Notwithstanding
anything in this Section to the contrary, (1) the agreement to hold
sums in trust as provided in this Section is subject to the provisions of Section 10.05,
and (2) the Company, and, if applicable, the Guarantors, may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture
or for any other purpose, pay, or direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.


 


Section 3.04                                Appointment to
Fill Vacancy in Office of Trustee.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee
hereunder.


 


ARTICLE IV

SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


Section 4.01                                Company to
Furnish Trustee Names and Addresses of Securityholders.  The Company will furnish or cause to be
furnished to the Trustee (a) on each regular record date (as defined in Section 2.03),
but in each case will be no more than six months apart, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to be furnished such list at
any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee by the Company and (b) at such other times
as the Trustee may request in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished for any
series for which the Trustee shall be the Security Registrar.


 


14

















 


Section 4.02                                Preservation Of
Information; Communications With Securityholders.


 


(a)                                  The Trustee
shall preserve, in as current a form as is reasonably practicable, all information
as to the names and addresses of the holders of Securities contained in the
most recent list furnished to it as provided in Section 4.01 and as to the
names and addresses of holders of Securities received by the Trustee in its
capacity as Security Registrar (if acting in such capacity).


 


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


 


(c)                                  Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture
Act with other Securityholders with respect to their rights under this
Indenture or under the Securities. The Company, the Guarantors (if applicable),
the Trustee, the Security Registrar and any other Person shall have the
protection of the Trust Indenture Act Section 312(c).


 


Section 4.03                                Reports by the
Company.


 


(a)                                  The Company
covenants and agrees to file with the Trustee, within 15 days after the
Company files the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any
of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations.


 


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


 


(c)                                  The Company
covenants and agrees to transmit by mail, first class postage prepaid, or
reputable overnight delivery service that provides for evidence of receipt, to
the Securityholders, as their names and addresses appear upon the Security
Register, and such other holders of Securities as have, within the two years preceding
such transmission, filed their names and addresses with the Trustee, within
30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.


 


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Section 4.04                                Reports by the
Trustee.


 


(a)                                  On or before
[      ] in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding
[      ], if and to the extent required under Section 313(a) of
the Trust Indenture Act.


 


(b)                                 The Trustee
shall comply with Sections 313(b), 313(c) and 313(d) of the
Trust Indenture Act.


 


(c)                                  A copy of each
such report shall, at the time of such transmission to Securityholders, be
filed by the Trustee with the Company, with each stock exchange upon which any
Securities are listed (if so listed) and also with the Commission. The Company
agrees to notify the Trustee when any Securities become listed on any stock
exchange.


 


(d)                                 If an Event of
Default occurs and is continuing and the Trustee receives actual notice of such
Event of Default, the Trustee shall mail to each Securityholder notice of the uncured
Event of Default within 90 days after the occurrence thereof. Except in
the case of an Event of Default in payment of principal of, or interest on, any
Securities, or in the payment of any sinking or purchase fund installment, the
Trustee may withhold the notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Securityholders.


 


ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 5.01                                Events of
Default.


 


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


 


(1)                                  the Company
defaults in the payment of any installment of interest upon any of the
Securities of that series, as and when the same shall become due and payable,
and such default continues for a period of 90 days; provided, however,
that a valid extension of an interest payment period by the Company in
accordance with the terms of any indenture supplemental hereto, shall not
constitute a default in the payment of interest for this purpose;


 


(2)                                  the Company
defaults in the payment of the principal of (or premium, if any, on) any of the
Securities of that series as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to
that series; provided, however, that a valid extension of the maturity of such
Securities in accordance with the terms of any indenture supplemental hereto
shall not constitute a default in the payment of principal or premium, if any;


 


16

















 


(3)                                  the Company
fails to observe or perform any other of its covenants or agreements with
respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof
(other than a covenant or agreement that has been expressly included in this
Indenture solely for the benefit of one or more series of Securities other than
such series) for a period of 90 days after the date on which written
notice of such failure, requiring the same to be remedied and stating that such
notice is a “Notice of Default” hereunder, shall have been given to the Company
by the Trustee, by registered or certified mail, or to the Company and the
Trustee by the holders of at least 25% in principal amount of the Securities of
that series at the time Outstanding;


 


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


 


(5)                                  a court of competent
jurisdiction enters an order under any Bankruptcy Law that (i) is for
relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company for all or substantially all of its property or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.


 


(b)                                 In each and
every such case, unless the principal of all the Securities of that series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by such Securityholders), may declare the principal of all
the Securities of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and
payable.


 


(c)                                  At any time
after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (1) the
Company, or, if applicable, one or more Guarantors, has paid or deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of that series and the principal of (and premium, if any,
on) all Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and any amount payable to
the Trustee under Section 6.06, and (2) any and all other Events of
Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series that shall not have become
due by their terms, shall have been remedied or waived as provided in Section 5.06.


 


17

















 


No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.


 


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


 


Section 5.02                                Suits for
Enforcement by Trustee.


 


(a)                                  If an Event of
Default specified in Section 5.01(a)(1) or (2) hereof occurs and
is continuing, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company, or, if
applicable, one or more Guarantors, or any other obligor upon the Securities of
that series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company , or, if applicable,
one or more Guarantors, or any other obligor upon the Securities of that
series, wherever situated.


 


(b)                                 In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its creditors or property, the Trustee shall have power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities of a series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction
of the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by
each of the holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due
it under Section 6.06.


 


(c)                                  All rights of
action and of asserting claims under this Indenture, or under any of the terms
established with respect to Securities of a series, may be enforced by the
Trustee without the possession of any of such Securities, or the production thereof
at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 6.06,
be for the ratable benefit of the holders of the Securities of such series.


 


18

















 


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


 


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


 


Section 5.03                                Application of
Moneys Collected.  Any moneys
collected by the Trustee pursuant to this Article with respect to a
particular series of Securities shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


FIRST:
To the payment of costs and expenses of collection and of all amounts payable
to the Trustee under Section 6.06; and


 


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


 


Section 5.04                                Limitation on
Suits.  No holder of any Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (a) such
holder previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of such
series specifying such Event of Default, as hereinbefore provided; (b) the
holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (c) such holder or holders shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (d) the Trustee for
60 days after its receipt of such notice, request and offer of indemnity,
shall have failed to institute any such action, suit or proceeding; and (e) during
such 60-day period, the holders of a majority in principal amount of the
Securities of that series shall not have given the Trustee a direction
inconsistent with the request.


 


19

















 


Notwithstanding
anything contained herein to the contrary, the right of any holder of any
Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or
affected without the consent of such holder. By accepting a Security hereunder
it is expressly understood, intended and covenanted by the taker and holder of
every Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall have
any right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the holders of any
other of such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section 5.05                                Rights and
Remedies Cumulative; Delay or Omission Not Waiver.


 


(a)                                  All powers and
remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.


 


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


 


Section 5.06                                Control by
Securityholders.  The holders
of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding, determined in accordance with Section 7.01, shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 7.01.
Subject to the provisions of Section 6.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability or might
be unduly prejudicial to the holders of Securities not involved in the
proceeding. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 7.01, may on behalf of the holders of all of
the Securities of such series waive any past default in the performance of any
of the covenants contained herein


 


20

















 


or
established pursuant to Section 2.01 with respect to such series and its
consequences, except an uncured default in the payment of the principal of (or
premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than
by acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 5.01(c)). Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Guarantors, the Trustee and the
holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.


 


Section 5.07                                Undertaking to
Pay Costs.  All parties
to this Indenture agree, and each holder of any Securities by such holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


 


ARTICLE VI

CONCERNING THE TRUSTEE


 


Section 6.01                                Certain Duties
and Responsibilities of Trustee.


 


(a)                                  The Trustee,
prior to the occurrence of an Event of Default with respect to the Securities
of a series and after the curing of all Events of Default with respect to the
Securities of that series that may have occurred, shall undertake to perform
with respect to the Securities of such series such duties as are set forth in
this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee.  In case an Event of
Default with respect to the Securities of a series has occurred (that has not
been cured or waived), the Trustee shall exercise with respect to Securities of
that series such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own
affairs.


 


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


 


21

















 


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


 


(i)                                     the duties and
obligations of the Trustee shall with respect to the Securities of such series
be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to the Securities of such series
except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii)                                  in the absence
of bad faith on the part of the Trustee, the Trustee may with respect to the
Securities of such series conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture;


 


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


 


(3)                                  the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the holders of not less
than a majority in principal amount of the Securities of any series at the time
Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect to the Securities
of that series; and


 


(4)                                  none of the
provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it.


 


Section 6.02                                Certain Rights
of Trustee.  Except as
otherwise provided in Section 6.01:


 


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


 


(b)                                 Any request,
direction, order or demand of the Company or a Guarantor mentioned herein shall
be sufficiently evidenced by a Board Resolution or an instrument signed in the
name of the Company, by the Chairman, Vice Chairman, Chief Executive Officer,


 


22

















 


President, Executive Vice
President or any Senior Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer thereof (unless other
evidence in respect thereof is specifically prescribed herein), and, if
applicable, signed in the name of such Guarantors by the Chairman of the Board,
Chief Executive Officer, President, Executive Vice President or any Senior Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer thereof (unless other evidence in respect thereof is
specifically prescribed herein);


 


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


 


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


 


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


 


(f)                                    The Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security or other papers or documents,
unless requested in writing so to do by the holders of not less than a majority
in principal amount of the Outstanding Securities of the particular series
affected thereby (determined as provided in Section 7.04); provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and


 


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


 


23














 


Section 6.03                                Trustee Not
Responsible for Recitals or Issuance or Securities.


 


(a)                                  The recitals
contained herein and in the Securities shall be taken as the statements of the
Company, and, if applicable, the Guarantors, and the Trustee assumes no
responsibility for the correctness of the same.


 


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


 


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


 


Section 6.04                                May Hold
Securities.  The Trustee
or any Paying Agent or Security Registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Paying Agent or Security Registrar.


 


Section 6.05                                Moneys Held in
Trust.  Subject to the provisions of Section 10.05,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.


 


Section 6.06                                Compensation
and Reimbursement.


 


(a)                                  The Company
covenants and agrees to pay to the Trustee, and the Trustee shall be entitled
to, such reasonable compensation (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), as the
Company and the Trustee may from time to time agree in writing, for all
services rendered by it in the execution of the trusts hereby created and in
the exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify the Trustee (and its officers, agents, directors and employees) for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim of liability in
the premises.


 


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


 


24

















 


by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.


 


Section 6.07                                Reliance on
Officers’ Certificate. 
Except as otherwise provided in Section 6.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in
the absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.


 


Section 6.08                                Disqualification;
Conflicting Interests.  If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.


 


Section 6.09                                Corporate
Trustee Required; Eligibility.  There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any State or Territory thereof or of the District of Columbia, or a corporation
or other Person permitted to act as trustee by the Commission, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.


 


Section 6.10                                Resignation and
Removal; Appointment of Successor.


 


(a)                                  The Trustee or
any successor hereafter appointed, may at any time resign with respect to the
Securities of one or more series by giving written notice thereof to the
Company and by transmitting notice of resignation by mail, first class postage
prepaid, to the Securityholders of such series, as their names and addresses
appear upon the Security Register. Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee with respect to
Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee with respect to Securities of such series,
or any Securityholder


 


25

















 


of that series who has been
a bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


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


 


(1)                                  the Trustee
shall fail to comply with the provisions of Section 7.08 after written
request therefor by the Company or by any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months; or


 


(2)                                  the Trustee
shall cease to be eligible in accordance with the provisions of Section 7.09
and shall fail to resign after written request therefor by the Company or by
any such Securityholder; or


 


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


 


then,
in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, unless the Trustee’s duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.


 


(c)                                  The holders of
a majority in aggregate principal amount of the Securities of any series at the
time Outstanding may at any time remove the Trustee with respect to such series
by so notifying the Trustee and the Company and may appoint a successor Trustee
for such series with the consent of the Company.


 


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


 


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


 


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Section 6.11                                Acceptance of
Appointment By Successor.


 


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


 


(b)                                 In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, if applicable, any Guarantor,
the retiring Trustee and each successor trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor trustee
relates, (2) shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such Supplemental Indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
Supplemental Indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company, any Guarantor (if
applicable) or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such Supplemental Indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.


 


(c)                                  Upon request of
any such successor trustee, the Company and, if applicable, the Guarantors,
shall execute any and all instruments for more fully and certainly


 


27

















 


vesting in and confirming to
such successor trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.


 


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


 


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


 


Section 6.12                                Merger, Conversion,
Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided that
such corporation shall be qualified under the provisions of Section 6.08
and eligible under the provisions of Section 7.09, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.13                                Preferential
Collection of Claims Against the Company.  The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
included therein.


 


ARTICLE VII

CONCERNING THE SECURITYHOLDERS


 


Section 7.01                                Evidence of
Action by Securityholders. 
Whenever in this Indenture it is provided that the holders of a majority
or specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of
such majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor executed
by such holders of Securities of that series in Person or by agent or proxy
appointed in writing.


 


If
the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series for the


 


28

















 


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


 


Section 7.02                                Proof of
Execution by Securityholders.  Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will
not require notarization) or his agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the following
manner:


 


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


 


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


 


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


 


Section 7.03                                Who May be
Deemed Owners.  Prior to
the due presentment for registration of transfer of any Security, the Company,
the Guarantors (if applicable), the Trustee, any Paying Agent and any Security
Registrar may deem and treat the Person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice
of ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of (and
premium, if any) and (subject to Section 2.03) interest on such Security
and for all other purposes; and neither the Company nor the Trustee nor any
Paying Agent nor any Security Registrar shall be affected by any notice to the
contrary.


 


Section 7.04                                Certain
Securities Owned by Company Disregarded.  In determining whether the holders of the
requisite aggregate principal amount of Securities of a particular series have
concurred in any direction, consent or waiver under this Indenture, the
Securities of that series that are owned by the Company, or, if applicable, any
Guarantor, or any other obligor on the Securities of that series or by any
Person directly or indirectly controlling or controlled by or under common
control with the Company, or, if applicable, any Guarantor, or any other
obligor on the Securities of that series shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities of


 


29

















 


such
series that the Trustee actually knows are so owned shall be so disregarded.
The Securities so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall establish to
the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company, or, if applicable, any Guarantor, or any such other obligor. In
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.


 


Section 7.05                                Actions Binding
on Future Securityholders.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.01, of the taking of any action by the holders of the majority
or percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in
the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether or not any
notation in regard thereto is made upon such Security. Any action taken by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee
and the holders of all the Securities of that series.


 


ARTICLE VIII

SUPPLEMENTAL INDENTURES


 


Section 8.01                                Supplemental Indentures
Without the Consent of Securityholders.  In addition to any Supplemental Indenture
otherwise authorized by this Indenture, the Company, the Guarantors and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:


 


(a)                                  to cure any
ambiguity, defect or inconsistency herein or in the Securities of any series;


 


(b)                                 to comply with Article Ten;


 


(c)                                  to provide for
uncertificated Securities in addition to or in place of certificated
Securities;


 


(d)                                 to add to the
covenants of the Company for the benefit of the holders of all or any series of
Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company;


 


30

















 


(e)                                  to add to,
delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms, purposes of issue, authentication and delivery of
Securities, as herein set forth;


 


(f)                                    to make any
change that does not adversely affect the rights of any Securityholder in any
material respect;


 


(g)                                 to provide for
the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
holders of any series of Securities; or


 


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


 


(i)                                     to supplement
any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the Defeasance and discharge of any series of Securities;
provided that any such action shall not adversely affect the interests of the
holders of Securities of such series and any related coupons or any other
series of Securities in any material respect.


 


The
Trustee is hereby authorized to join with the Company and any Guarantors in the
execution of any such Supplemental Indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such Supplemental Indenture
that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


Any
Supplemental Indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 8.02.


 


Section 8.02                                Supplemental
Indentures With Consent of Securityholders.  With the consent (evidenced as provided in Section 7.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such Supplemental Indenture or indentures
at the time Outstanding, the Company, and if applicable, the Guarantors, when
authorized by Board Resolutions, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any Supplemental Indenture or of
modifying in any manner not covered by Section 8.01 the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such Supplemental Indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend
the fixed maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate of interest thereon, or reduce any premium
payable upon the redemption thereof, (ii) reduce the aforesaid percentage
of Securities,


 


31

















 


the
holders of which are required to consent to any such Supplemental Indenture, or
(iii) release any Guarantor from any of its obligations under its
Securities Guarantee or this Indenture..


 


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


 


Section 8.03                                Effect of
Supplemental Indentures.  Upon
the execution of any Supplemental Indenture pursuant to the provisions of this Article or
of Section 9.01, this Indenture shall, with respect to such series, be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company, the Guarantors (if applicable), and the holders
of Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


 


Section 8.04                                Securities
Affected by Supplemental Indentures.  Securities of any series affected by a
Supplemental Indenture, authenticated and delivered after the execution of such
Supplemental Indenture pursuant to the provisions of this Article or of Section 9.01,
may bear a notation in form approved by the Company, provided such form meets
the requirements of any exchange upon which such series may be listed, as to
any matter provided for in such Supplemental Indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such Supplemental Indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


 


Section 8.05                                Execution of
Supplemental Indentures.  Upon
the request of the Company, accompanied by Board Resolutions authorizing the
execution of any such Supplemental Indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company, and if
applicable, any Guarantors, in the execution of such Supplemental Indenture
unless such Supplemental Indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such Supplemental
Indenture. The Trustee, subject to the provisions of Section 6.01, may
receive an Opinion of Counsel as conclusive evidence that any Supplemental
Indenture executed pursuant to this Article is authorized or permitted by,
and conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Opinion of Counsel need not be provided
in connection with the execution of a Supplemental Indenture that establishes
the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly
after the execution by the Company, and if applicable, any Guarantors, and the
Trustee of any Supplemental Indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, setting forth in general terms the substance of such Supplemental
Indenture, to the Securityholders of all series affected thereby as


 


32

















 


their
names and addresses appear upon the Security Register. Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such Supplemental Indenture.


 


ARTICLE IX

SUCCESSOR ENTITY


 


Section 9.01                                Company May Consolidate,
Etc.  Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company or any Guarantor with or into any other Person (whether or not
affiliated with the Company) or successive consolidations or mergers in which
the Company or any Guarantor; or their successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other
disposition of the property of the Company, or any Guarantor, or their
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however,
the Company, and, if applicable, the Guarantors, hereby covenants and agrees
that, upon any such consolidation or merger (in each case, if the Company or
the Guarantor, as the case may be, is not the survivor of such transaction),
sale, conveyance, transfer or other disposition, the due and punctual payment
of the principal of (premium, if any) and interest on all of the Securities of
all series in accordance with the terms of each series, according to their
tenor, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture with respect to each series or established
with respect to such series pursuant to Section 2.01 to be kept or
performed by the Company shall be expressly assumed, or guaranteed, as the case
may be, if applicable, in the case of a Guarantor, by Supplemental Indenture
(which shall conform to the provisions of the Trust Indenture Act as then in
effect) satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company,
or a Guarantor, as the case may be, shall have been merged, or by the entity
which shall have acquired such property.


 


Section 9.02                                Successor
Entity Substituted.


 


(a)                                  In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor entity by Supplemental Indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
due and punctual payment of the principal of (and premium, if any) and interest
on all of the Securities of all series Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to Section 2.01
to be performed by the Company with respect to each series, such successor
entity shall succeed to and be substituted for the Company with the same effect
as if it had been named as the Company herein, and thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


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


 


33














 


(c)                                  Nothing
contained in this Article shall apply to limit or impose any requirements
upon the consolidation or merger of any Person into the Company or a Guarantor
where the Company or the Guarantor, as the case may be, is the survivor of such
transaction, or the acquisition by the Company or a Guarantor, by purchase or
otherwise, of all or any part of the property of any other Person (whether or
not affiliated with the Company).


 


Section 9.03                                Evidence of
Consolidation, Etc. to Trustee.  The Trustee, subject to the provisions of Section 6.01,
may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.


 


ARTICLE X

SATISFACTION AND DISCHARGE


 


Section 10.01                          Satisfaction
and Discharge of Indenture.  If at any time: (a) the Company shall
have delivered to the Trustee for cancellation all Securities of a series
theretofore authenticated (other than any Securities that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 2.06)
and Securities for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the Company
(and thereupon repaid to the Company or discharged from such trust, as provided
in Section 10.05); or (b) all such Securities of a particular series
not theretofore delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company or any
Guarantor shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount in moneys or Governmental Obligations or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.06, and 6.10, that shall survive
until the date of maturity or redemption date, as the case may be, and
Sections 6.06 and 10.05, that shall survive to such date and thereafter,
and the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to such series.


 


Section 10.02                          Discharge of
Obligations.  If at any
time all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described
in Section 10.01 shall have been paid by the Company or any Guarantor by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company or any Guarantor shall also pay or cause to be paid
all other


 


34

















 


sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company and the Guarantors under this
Indenture with respect to such series shall cease to be of further effect
except for the provisions of Sections 2.03, 2.05, 2.06, 6.06, 6.10 and
10.05 hereof that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 6.06 and 10.05 shall survive.


 


Section 10.03                          Deposited
Moneys to be Held in Trust.  All moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 10.01 or 10.02 shall be
held in trust and shall be available for payment as due, either directly or
through any Paying Agent (including the Company acting as its own Paying
Agent), to the holders of the particular series of Securities for the payment
or redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.


 


Section 10.04                          Payment of
Moneys Held by Paying Agents.  In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental Obligations then held by
any Paying Agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations.


 


Section 10.05                          Repayment to
Company.  Any moneys or Governmental
Obligations deposited with any Paying Agent or the Trustee, or then held by the
Company, in trust for payment of principal of (and premium, if any) or interest
on the Securities of a particular series that are not applied but remain
unclaimed by the holders of such Securities for at least two years after the
date upon which the principal of (and premium, if any) or interest on such
Securities shall have respectively become due and payable, shall be repaid to
the Company or (if then held by the Company) shall be discharged from such
trust; and thereupon the Paying Agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.


 


ARTICLE XI

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 11.01                          Applicability
of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.  If, pursuant to Section 2.01, provision
is made for either or both of (a) Defeasance of the Securities of or
within a series under Section 11.02 or (b) Covenant Defeasance of the
Securities of or within a series under Section 11.03, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article (with such modifications thereto as may be
specified pursuant to Section 2.01 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to
such Securities and any coupons appertaining thereto, elect to have Section 11.02
(if applicable) or Section 11.03 (if applicable) be applied to such
Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article.


 


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Section 11.02                          Defeasance and
Discharge.  Upon the
Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities and any coupons appertaining thereto on the date the conditions set
forth in Section 11.04 are satisfied (hereinafter, “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 11.05
and the other Sections of this Indenture referred to in clauses (A) and (B) below,
and to have satisfied all of its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and
any coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 11.04 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 2.05, 2.06, and 6.05, and the Company’s
obligations under Section 7.06 hereof (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article XII, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option
under Section 11.03 with respect to such Securities and any coupons
appertaining thereto.


 


Section 11.03                          Covenant
Defeasance.  Upon the
Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under any other covenant contained herein or in any
indenture supplemental hereto, with respect to such Outstanding Securities and
any coupons appertaining thereto on and after the date the conditions set forth
in Section 11.04 are satisfied (hereinafter, “Covenant Defeasance”),
and such Securities and any coupons appertaining thereto shall thereafter be
deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent, or such other applicable covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under Section 5.01(a)(3) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall
be unaffected thereby.


 


Section 11.04                          Conditions to
Defeasance or Covenant Defeasance.  The following shall be the conditions to
application of Section 11.02 or Section 11.03 to any Outstanding
Securities of or within a series and any coupons appertaining thereto:


 


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(a)                                  The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.09 who shall
agree to comply with the provisions of this Article XI applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any coupons appertaining thereto, (1) an
amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at maturity,
or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the currency, currencies or
currency unit in which such Securities and coupons appertaining thereto are
then specified as payable at maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than the due date of any payment of principal of (and
premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in
any case, in an amount, sufficient, without consideration of any reinvestment
of such principal and interest, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the maturity of such
principal or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities and any coupons appertaining thereto.


 


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


 


(c)                                  No Event of
Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 5.01(a)(4) and (5) are concerned, at any
time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
the expiration of such period).


 


(d)                                 In the case of
an election under Section 11.02, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
Defeasance had not occurred.


 


(e)                                  In the case of
an election under Section 11.03, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding


 


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Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred.


 


(f)                                    The Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the Defeasance under Section 11.02
or the Covenant Defeasance under Section 11.03 (as the case may be) have
been complied with and an Opinion of Counsel to the effect that either (i) as
a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company’s option under Section 11.02 or Section 11.03
(as the case may be), registration is not required under the Investment Company
Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.


 


(g)                                 Notwithstanding
any other provisions of this Section, such Defeasance or Covenant Defeasance shall
be effected in compliance with any additional or substitute terms, conditions
or limitations which may be imposed on the Company in connection therewith
pursuant to Section 2.01.


 


(h)                                 The payment of
amounts payable to the Trustee pursuant to this Indenture shall be paid or
provided for to the reasonable satisfaction of the Trustee.


 


Section 11.05                          Deposited Money
and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 6.05, all money and Government Obligations (or other
property as may be provided pursuant to Section 2.01) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 11.05, the “Trustee”) pursuant
to Section 11.04 in respect of any Outstanding Securities of any series
and any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 11.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.


 


Anything
in this Article to the contrary notwithstanding, subject to Section 6.06,
the Trustee shall deliver or pay to the Company from time to time upon Company’s
request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 11.04 which, in the opinion
of a nationally recognized firm of independent


 


38

















 


public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a Defeasance or Covenant Defeasance, as applicable, in
accordance with this Article.


 


ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


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


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


Section 13.01                          Effect on
Successors and Assigns.  All
the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company and a Guarantor, as the case may be,
shall bind its successors and assigns, whether so expressed or not.


 


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


 


Section 13.03                          Notices.  Notices to holders of bearer debt securities
will be given by publication at least once in a daily newspaper in New York,
New York and in London, England and in other cities as may be specified in the
bearer debt securities and will be mailed to those persons whose names and
addresses were previously filed with the applicable trustee, within the time
prescribed for the giving of the notice. Notices to holders of registered debt
securities will be given by mail to the addresses of such holders as they
appear in the security register.  Any


 


39

















 


notice,
election, request or demand by the Company, any Guarantor or any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office of
the Trustee.


 


Section 13.04                          Governing Law.  This Indenture and each Security and, if
applicable, each Securities Guarantee, shall be deemed to be a contract made
under the internal laws of the State of [      ],
and for purposes shall be construed in accordance with the laws of said State.


 


Section 13.05                          Compliance
Certificates and Opinions.


 


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


 


(b)                                 Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.


 


(c)                                  The Company
shall furnish to the Trustee, on [      ] of each
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
such obligor’s compliance with all conditions and covenants under this
Indenture. For purposes of this subsection, such compliance shall be determined
without regard to any period of grace or requirement of notice provided
hereunder.


 


Section 13.06                          Payments on
Business Days.  Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and as
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and
premium, if any) may be made on the next succeeding Business Day with the same
force and effect as if made on the nominal date of maturity or redemption, and
no interest shall accrue for the period after such nominal date.


 


40

















 


Section 13.07                          Conflict with
Trust Indenture Act.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.


 


Section 13.08                          Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.


 


Section 13.09                          Separability.  In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 


Section 13.10                          Assignment.  The Company will have the right at all times
to assign any of its rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company, provided that, in the event of
any such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.


 


ARTICLE XIV

GUARANTEE OF SECURITIES


 


Section 14.01                          Securities
Guarantee.


 


(a)                                  Subject to the
other provisions of this ARTICLE XIV, each of the Guarantors hereby jointly and
severally, guarantees to each holder of a Security of each series to which this
ARTICLE XIV has been made applicable as provided in Section 2.01(a)(17)
(the Securities of such series being referred to herein as the “Guaranteed
Securities”) (which Security has been authenticated and delivered by the
Trustee), and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Guaranteed Securities,
the obligations of the Company hereunder or thereunder, that:


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


Section 14.02                          Limitation on
Guarantor Liability.  Each
Guarantor, and by its acceptance of Guaranteed Securities, each holder thereof,
hereby confirms that it is the intention of all such parties that the
Securities Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Securities Guarantee. To effectuate the foregoing
intention, the Trustee, to the extent permitted under applicable law, the
holders and each Guarantor hereby irrevocably agree that the obligations of
such Guarantor will be limited to the maximum amount that will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor


 


42

















 


that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
this Article XIV, result in the obligations of such Guarantor under its
Securities Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 14.03                          Execution and
Delivery of Securities Guarantee Notation.  To evidence its Securities Guarantee set
forth in Section 14.01 hereof, each Guarantor hereby agrees that a
notation of such Securities Guarantee substantially in the form established
pursuant to a Board Resolution or in a Supplemental Indenture, will be endorsed
by an officer of such Guarantor on each Guaranteed Security authenticated and
delivered by the Trustee and that this Indenture will be executed on behalf of
such Guarantor by one of its officers.


 


Each
Guarantor hereby agrees that its Securities Guarantee set forth in Section 14.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Guaranteed Security a notation of such Securities Guarantee.


 


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


 


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


 


43

















 


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


 


	
   

  	
  VENOCO,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name
  of any Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                                                        ,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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