exv4w4



 






Exhibit 4.4




CAPITALSOURCE INC.




AS PRIMARY OBLIGOR,




CAPITALSOURCE FINANCE LLC, AS GUARANTOR,




CAPITALSOURCE HOLDINGS INC., AS GUARANTOR,




AND




U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE




INDENTURE




DATED AS OF ________________________




SENIOR DEBT SECURITIES





 









 







Reconciliation and tie between Trust Indenture Act of 1939 (the “1939 Act”) and this Indenture,
dated as of ___.




	 	 	 
	 	 	Indenture
	Trust Indenture Act Section	 	Section
	ss. 310 (a)(1)
	 	607
	(a)(2)
	 	607
	(b)
	 	607, 608
	ss. 312 (c)
	 	701
	ss. 313 (a)
	 	702
	(c)
	 	702
	ss. 314 (a)
	 	703
	(a)(4)
	 	1011
	(c)(1)
	 	102
	(c)(2)
	 	102
	(e)
	 	102
	ss. 315 (b)
	 	601
	ss. 316 (a)(last sentence)
	 	101 (“Outstanding”)
	(a)(1)(A)
	 	502, 512
	(a)(1)(B)
	 	513
	(b)
	 	508
	ss. 317 (a)(l)
	 	503
	(a)(2)
	 	504
	ss. 318 (a)
	 	111
	(c)
	 	111





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



Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern
every qualified indenture, whether or not physically contained therein.





 









 








          Indenture (this “Indenture”), dated as of      , 2005, by and between
CAPITALSOURCE INC., a Delaware corporation, as primary obligor (the “Company”), CAPITALSOURCE
FINANCE LLC, a Delaware limited liability corporation, as guarantor (“CapitalSource Finance” or a
“Guarantor”), CAPITALSOURCE HOLDINGS INC., a Delaware corporation, as guarantor (“CapitalSource
Holdings” or a “Guarantor” and, together with CapitalSource Finance and any other entity becoming a
guarantor hereunder, the “Guarantors”), each having their principal offices at 4445 Willard Avenue,
12th Floor, Chevy Chase, MD 20815, and U.S. BANK NATIONAL ASSOCIATION, a national bank
association organized under the laws of the United States, as trustee hereunder (the “Trustee”).




RECITALS




          WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes
senior debt securities (the “Securities”) evidencing its unsecured senior indebtedness, and has
duly authorized the execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, unlimited as to aggregate principal amount, to bear interest at the
rates or formulas, to mature at such times and to have such other provisions as shall be fixed
therefor as hereinafter provided.




          WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.




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




          NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, and, in consideration of the premises and
the purchase of the Securities by the Holders (as defined below) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101. Definitions




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




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



(2) all other terms used herein which are defined in the TIA, either directly or
by reference therein, have the meanings assigned to them therein, and the terms
“cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall
have the meanings assigned to them in the rules of the Commission adopted under
the TIA;




 









 








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



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



Certain terms, used principally in Article Three, Article Five, Article Six and
Article Ten, are defined in those Articles. In addition, the following terms shall
have the indicated respective meanings:




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




          “Additional Amounts” means any additional amounts which are required by a Security or by or
pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such Holders.





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




          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of DTC or any successor depositary that
apply to such transfer and exchange.




          “Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.




          “Authorized Newspaper” means a newspaper, printed in the English language or in an official
language of the country of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in each place in connection
with which the term is used or in the financial community of each such





- 2 -









 







place. Whenever successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized Newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day.




          “Bankruptcy Law” has the meaning specified in Section 501.




          “Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer.




          “Board of Directors” means the board of directors of the Company, or other body with analogous
authority with respect to the Company or a Guarantor, as applicable, the executive committee or any
committee of that board or body duly authorized to act hereunder, as the case may be.




          “Board Resolution” means a copy of a resolution of the Company or a Guarantor, as applicable,
certified by the Secretary or an Assistant Secretary of the Company, or comparable official with
respect to a Guarantor, as applicable, to have been duly adopted by the Board of Directors and to
be in full force and effect on the date of such certification, and delivered to the Trustee.




          “Business Day”, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive order to close.




          “Capital Stock” means, with respect to any Person, any and all shares (including preferred
shares), interests, participations or other equity ownership interests (however designated, whether
voting or non-voting) in the Person and any rights (other than debt securities convertible into or
exchangeable for corporate Capital Stock), warrants or options to purchase any thereof.




          “Clearstream” means Clearstream Banking, société anonyme, Luxembourg, or its successor.




          “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the TIA, then the
body performing such duties on such date.




          “Common Depositary” has the meaning specified in Section 304(b).




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




- 3 -









 








          “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of and on behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
its President or a Vice President, and by its Treasurer or an Assistant Treasurer, its Secretary or
an Assistant Secretary, or its Chief Financial Officer, and delivered to the Trustee.




          “Conversion Event” means the cessation of use of (i) a Foreign Currency other than the Euro
both by the government of the country that issued such currency and for the settlement of
transactions by a central bank or other public institutions of or within the international banking
community, (ii) the Euro both within the member states of the European Union that have adopted the
single currency in accordance with the treaty establishing the European Community as amended by the
treaty of the European Union and for the settlement of transactions by public institutions of or
within the European Union or (iii) any currency for the purposes for which it was established.




          “Corporate Trust Office” means the principal corporate trust office of the Trustee at which,
at any particular time, its corporate trust business shall be administered, which office at the
date hereof is located at 60 Livingston Avenue, St. Paul, MN 55107.




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




          “Coupon” means any interest coupon appertaining to a Bearer Security.




          “currency” means any currency, currency unit or composite currency, including, without
limitation, the Euro, issued by the government of one or more countries or by any recognized
confederation or association of such governments.




          “Custodian” has the meaning specified in Section 501.




          “Defaulted Interest” has the meaning specified in Section 307.




          “DTC” means The Depository Trust Company for so long as it shall be a clearing agency
registered under the Exchange Act, or such successor as the Company shall designate from time to
time in an Officer’s Certificate delivered to the Trustee.




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




          “Encumbrance” means any mortgage, trust deed, deed of trust, deed to secure Indebtedness,
security agreement, pledge, charge, lien, conditional sale or other title retention agreement,
capitalized lease, or other like agreement granting or conveying security title to or a security
interest in real property or other tangible asset(s).




          “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor
as operator of the Euroclear System.




- 4 -









 








          “Event of Default” has the meaning specified in Article Five.




          “Exchange Act” means the Securities Exchange Act of 1934 and any successor statute thereto, in
each case as amended from time to time, and the rules and regulations of the Commission thereunder.




          “Exchange Date” has the meaning specified in Section 304(b).




          “Foreign Currency” means any currency issued by the government of one or more countries other
than the United States of America or by any recognized confederation or association of such
governments.




          “GAAP” means generally accepted accounting principles, as in effect from time to time, as used
in the United States applied on a consistent basis; provided, that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall mean generally
accepted accounting principles as used in the United States on the date hereof, applied on a
consistent basis.




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




          “Guaranteed Obligations” has the meaning specified in Section 1201.




          “Guarantees” means the guarantees of the Guarantors, as set forth in Article Twelve, in one or
more supplemental indentures hereto, or in any additional guarantee of the Securities executed
under the terms of this Indenture.




          “Guarantor” means CapitalSource Finance LLC, CapitalSource Holdings Inc. or any other Person
that executes a Guarantee until in any such case a successor
Guarantor shall have become such pursuant to the applicable provisions
of this Indenture and thereafter “Guarantor ” shall mean such successor Guarantor.




          “Holder” means, in the case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, shall mean the bearer thereof.




- 5 -









 








          “Indebtedness” of the Company or any Subsidiary means any indebtedness of the Company or any
Subsidiary, whether or not contingent, in respect of (i) borrowed money or indebtedness evidenced
by bonds, notes, debentures or similar instruments, (ii) borrowed money or indebtedness evidenced
by bonds, notes, debentures or similar instruments secured by any Encumbrance existing on property
owned by the Company or any Subsidiary, (iii) reimbursement obligations in connection with any
letters of credit actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property or services, except any such balance that constitutes an accrued
expense or trade payable, and (iv) any lease of property by the Company or any Subsidiary as lessee
which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance
with GAAP, to the extent, in the case of items of indebtedness under (i) through (iii) above, that
any such items (other than reimbursement obligations in connection with letters of credit) would
appear as a liability on the Company’s consolidated balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation of the Company or any Subsidiary to
be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection
in the ordinary course of business), Indebtedness of another Person (other than the Company or any
Subsidiary) (it being understood that Indebtedness shall be deemed to be incurred by the Company or
any Subsidiary whenever the Company or the Subsidiary shall create, assume, guarantee or otherwise
become liable in respect thereof; Indebtedness of a Subsidiary of the Company existing prior to the
time it becomes a Subsidiary of the Company shall be deemed to be incurred upon such Subsidiary’s
becoming a Subsidiary of the Company; and Indebtedness of a Person existing prior to a merger or
consolidation of such Person with the Company or any Subsidiary of the Company in which such Person
is the successor of the Company or such Subsidiary shall be deemed to be incurred upon the
consummation of such merger or consolidation).




          “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time more than one
Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the
terms of the particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to
other series of Securities for which such Person is Trustee, regardless of when such terms or
provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee but
to which such Person, as such Trustee, was not a party.




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




          “Interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity, and,





- 6 -









 







when used with respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 1012, includes such Additional Amounts.




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




          “Make-Whole Amount” means, in connection with any optional redemption or accelerated payment
of any Securities, the excess, if any, of: (i) the aggregate present value as of the date of such
redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount
of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that
would have been payable in respect of each such dollar if such redemption or accelerated payment
had not been made, determined by discounting such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date notice of such redemption is given) from
the respective dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made to the date of redemption or accelerated
payment; over (ii) the aggregate principal amount of the Securities being redeemed or paid.




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




          “Non-Recourse Indebtedness” means Indebtedness for which the right of recovery of the obligee
thereof is limited to recourse against the collateral securing such Indebtedness (subject to such
limited exceptions to the non-recourse nature of such Indebtedness such as fraud, misappropriation,
misapplication and environmental indemnities, as are usual and customary in like transactions at
the time of the incurrence of such Indebtedness).




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors,
the Chief Executive Officer, the President or a Vice President and by the Chief Financial Officer,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or equivalent
officials of the Company, or a Guarantor, as applicable, and delivered to the Trustee.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or
a Guarantor, as applicable, or who may be an employee of or other counsel for the Company or a
Guarantor, as applicable, and which opinion shall be reasonably satisfactory to the Trustee.




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




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




- 7 -









 








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



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



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



(iv) Securities which have been paid pursuant to Section 306 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and



(v) Securities converted into or exchanged for Capital Stock in accordance with
this Indenture if the terms of such Securities provide for convertibility or
exchangeability in accordance with section 301;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that
would be (or shall have been declared to be) due and payable, at the time of such determination,
upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the
principal amount of any Security denominated in a Foreign Currency or Currencies that may be
counted in making such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date
such Security is originally issued by the Company, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of
any Indexed Security that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding,





- 8 -









 








except that, in determining whether the Trustee shall be protected in making such calculation or in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.




          “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium
or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of the Company.




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




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




          “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains.




          “Recourse Indebtedness” shall mean Indebtedness of the Company or any Subsidiary that is not
Non-Recourse Indebtedness.




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




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




          “Registered Security” shall mean any Security which is registered in the Security Register.




          “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered
Securities of or within any series means the date specified for that purpose as contemplated by
Section 301, whether or not a Business Day.




          “Reinvestment Rate” means a rate per annum equal to the sum of (i) .25% (or such other
percentage specified in the terms of any Securities) plus (ii) the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical Release under





- 9 -









 







the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the principal being
redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be calculated pursuant to
the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be used. If the format
or content of the Statistical Release changes in a manner that precludes determination of the
Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that
most closely approximates the above manner, as reasonably determined by the Company. If the format
or content of the Statistical Release changes in a manner that precludes determination of the
Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that
most closely approximates the above manner, as reasonably determined by the Company.




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




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




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




          “Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each
case as amended from time to time, and the rules and regulations of the Commission thereunder.




          “Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have
the meaning stated in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of
any series as to which such Person is not Trustee.




          “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.




          “Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (as defined
in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act) of the Company.




- 10 -









 








          “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities
of or within any series means a date fixed by the Trustee pursuant to Section 307.




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




          “Statistical Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and
which reports yields on actively traded United States government securities adjusted to constant
maturities, or, if such statistical release is not published at the time of any determination under
the Indenture, then such other reasonably comparable index which shall be designated by the
Company.




          “Subsidiary” means a corporation, partnership or other entity a majority of the voting power
of the voting equity securities or the outstanding equity interests of which are owned, directly or
indirectly, by the Company, a Guarantor or by one or more other Subsidiaries of the Company or a
Guarantor. For the purposes of this definition, “voting equity securities” means equity securities
having voting power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.




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




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




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




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




          “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.




- 11 -









 








Section 102. Compliance Certificates and Opinions




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




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (including certificates delivered pursuant to Section 1011) shall include:





	 	(1)	 	a statement that each individual signing such certificate or opinion has read
such condition or covenant and the definitions herein relating thereto;
	 
	 	(2)	 	a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;
	 
	 	(3)	 	a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such condition or covenant has been complied with; and
	 
	 	(4)	 	a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.





Section 103. Form of Documents Delivered to Trustee.




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




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




- 12 -









 








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




Section 104. Acts of Holders.




               (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided
in this Section. The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1506.



               (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other reasonable manner which the Trustee deems sufficient.



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



               (d) The ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities, if



- 13 -









 




such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner
which the Trustee deems sufficient.




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



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



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




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





	 	(1)	 	the Trustee by any Holder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office,
	 
	 	(2)	 	the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to the Company addressed to it at the address




- 14 -









 












	 	 	 	of its principal office, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD
20815, tel.: (301) 841-2700, facsimile: (301) 841-2380, or at any other address
previously furnished in writing to the Trustee by the Company, or
	 
	 	(3)	 	a Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to such Guarantor addressed to it at the address
of its principal office, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD
20815, tel.: (301) 841-2700, facsimile: (301) 841-2380, or at any other address
previously furnished in writing to the Trustee by the Guarantor.





Section 106. Notice to Holders; Waiver.




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




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




          Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be
deemed to have been given on the date of such publication or, if published more than once, on the
date of the first such publication.




          If by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by publication to any
particular Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of





- 15 -









 







Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given
as provided herein.




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




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




Section 107. Effect of Headings and Table of Contents.




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




Section 108. Successors and Assigns.




          All covenants and agreements in this Indenture by the Company shall be binding on their
successors and assigns, whether so expressed or not.




Section 109. Separability Clause.




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




Section 110. Benefits of Indenture.




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




Section 111. No Personal Liability.




          No recourse under or upon any obligation, covenant or agreement contained in this Indenture,
in any Security or coupon appertaining thereto, or because of any indebtedness evidenced thereby,
shall be had against any promoter, as such, or against any past,
present or future shareholder, member, partner, officer, trustee or director, as such, of the Company or any Guarantor or of any successor thereof, either
directly or through the Company or any Guarantor or any successor thereof, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.




- 16 -









 








Section 112. Governing Law.




          This Indenture and the Securities and coupons shall be governed by and construed in accordance
with the law of the State of New York.




Section 113. Legal Holidays.




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




ARTICLE TWO




FORMS OF SECURITIES




Section 201. Forms of Securities.




          The Registered Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with this Indenture, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed 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 the Securities may be listed, or to conform to usage.




          Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.




          The definitive Securities and coupons shall be printed, lithographed or engraved or produced
by any combination of these methods on a steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Securities or
coupons, as evidenced by their execution of such Securities or coupons.




- 17 -









 








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




          Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially
the following form:




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




	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	   By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






Section 203. Securities Issuable in Global Form.




          If Securities of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities of such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be
made by the Trustee in such manner and upon instructions given by such Person or Persons as shall
be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by
the Company with respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel.




          The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written instructions (which need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.




          Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium and interest on any Security in permanent
global form shall be made to the Person or Persons specified therein.




          Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee





- 18 -









 







shall treat as the Holder of such principal amount of Outstanding Securities represented by a
permanent global Security (i) in the case of a permanent global Security in registered form, the
Holder of such permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.




ARTICLE THREE




THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.




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




          The Securities may be issued in one or more series. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by
the Company with respect to unissued Securities of the series when issued from time to time):





	 	(1)	 	the title of the Securities of the series (which shall distinguish the
Securities of such series from all other series of Securities);
	 
	 	(2)	 	the aggregate principal amount and any limit upon the aggregate principal
amount of the Securities of the 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 the series pursuant
to Section 303, 304, 305, 306, 906, 1107 or 1305);
	 
	 	(3)	 	the date or dates, or the method by which such date or dates will be
determined, on which the principal of the Securities of the series shall be payable;
	 
	 	(4)	 	the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue or the method by which such date or dates shall
be determined, the Interest Payment Dates on which such interest will be payable and
the Regular Record Date, if any, for the interest payable on any Registered Security on
any Interest Payment Date, or the method by which such date shall be determined, and
the basis upon which interest shall be calculated if other than that of a 360-day year
of twelve 30-day months;
	 
	 	(5)	 	the place or places, if any, other than or in addition to the Borough of
Manhattan, The City of New York, where the principal of (and premium or Make-Whole
Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in
respect of, Securities of the series shall be payable, any Registered Securities of




- 19 -









 












	 	 	 	the series may be surrendered for registration of transfer, exchange or conversion
and notices or demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served;
	 
	 	(6)	 	the date or dates on which, or the period or periods within which, the price or
prices (including the premium or Make-Whole Amount, if any) at which, the currency or
currencies in which, and other terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, if the Company is
to have the option;
	 
	 	(7)	 	the obligation, if any, of the Company to redeem, repay or purchase Securities
of the series pursuant to any provision or at the option of a Holder thereof, and the
period or periods within which or the date or dates on which, the price or prices at
which, the currency or currencies in which, and other terms and conditions upon which
Securities of the series shall be redeemed, repaid or purchased (including, without
limitation, whether, and the extent to which, the premium shall be payable in
connection therewith), in whole or in part, pursuant to such obligation, including any
sinking fund payments;
	 
	 	(8)	 	if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of the series shall be issuable and,
if other than the denomination of $5,000, the denomination or denominations in which
any Bearer Securities of the series shall be issuable;
	 
	 	(9)	 	if other than the Trustee, the identity of each Security Registrar and/or
Paying Agent;
	 
	 	(10)	 	the percentage of the principal amount of such Securities that will be issued
and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;
	 
	 	(11)	 	the terms and conditions, if any, upon which the Securities may be convertible
or exchangeable into common stock of the Company or other Capital Stock and the terms
and conditions upon which such conversion or exchange may be effected, including,
without limitation, the initial conversion or exchange price or rate (or manner of
calculation thereof), the portion that is convertible or exchangeable or the method by
which any such portion shall be determined, the conversion or exchange period,
provisions as to whether conversion or exchange will be at the option of the holders or
the Company’s option, the events requiring an adjustment of the conversion or exchange
price and provisions affecting conversion or exchange in the event of the redemption of
such Securities;
	 
	 	(12)	 	if convertible or exchangeable, any applicable limitations on the ownership or
transferability of the Capital Stock into which such series of Securities is
convertible;




- 20 -









 












	 	(13)	 	if other than Dollars, the Foreign Currency or Currencies in which payment of
the principal of (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts, if any, on the Securities of the series shall be payable or in which the
Securities of the series shall be denominated;
	 
	 	(14)	 	whether the amount of payments of principal of (and premium or Make-Whole
Amount, if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or method may
be based, without limitation, on one or more currencies, commodities, equity indices or
other indices), and the manner in which such amounts shall be determined;
	 
	 	(15)	 	whether the principal of (and premium or Make-Whole Amount, if any) or interest
or Additional Amounts, if any, on the Securities of the series are to be payable, at
the election of the Company, or a Holder thereof, in a currency or currencies other
than that in which such Securities are denominated or stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be
made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or currencies in
which such Securities are denominated or stated to be payable and the currency or
currencies in which such Securities are to be so payable;
	 
	 	(16)	 	provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;
	 
	 	(17)	 	any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;
	 
	 	(18)	 	whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities
of the series may be exchanged for Registered Securities of the series and vice versa
(if permitted by applicable laws and regulations), whether any Securities of the series
are to be issuable initially in temporary global form and whether any Securities of the
series are to be issuable in permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges
may occur, if other than in the manner provided in Section 305, and, if Registered
Securities of the series are to be issuable as a global Security, the identity of the
depositary for such series;




- 21 -









 












	 	(19)	 	the date as of which any Bearer Securities of the series and any temporary
global Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to be
issued;
	 
	 	(20)	 	the Person to whom any interest on any Registered Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, the manner in which, or the Person to whom, any interest on any
Bearer Security of the series shall be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which, any interest payable on a temporary global Security
on an Interest Payment Date will be paid if other than in the manner provided in
Section 304;
	 
	 	(21)	 	the applicability, if any, of Sections 1402 and/or 1403 to the Securities of
the series and any provisions in modification of, in addition to or in lieu of any of
the provisions of Article Fourteen;
	 
	 	(22)	 	if the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series) only upon
receipt of certain certificates or other documents or satisfaction of other conditions,
then the form and/or terms of such certificates, documents or conditions;
	 
	 	(23)	 	if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered;
	 
	 	(24)	 	whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1012 on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);
	 
	 	(25)	 	whether and to what extent the Securities of the series are to be guaranteed by
CapitalSource Finance, CapitalSource Holdings, one or more Subsidiaries or other
Persons and the form of any such guarantee;
	 
	 	(26)	 	any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).





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




- 22 -









 








          If any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of
such series.




Section 302 Denominations.




          The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series, other than Bearer Securities issued in global form (which
may be of any denomination), shall be issuable in denominations of $5,000.




Section 303. Execution, Authentication, Delivery and Dating.




          The Securities and any coupons appertaining thereto shall be executed by the Company’s
Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary or
one of its Vice Presidents. The signature of any of these officers on the Securities and coupons
may be manual or facsimile signatures of the present or any future such authorized officer and may
be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not hold such offices at
the date of such Securities or coupons.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in connection with
its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security shall have furnished
a certificate to Euroclear or Clearstream, as the case may be, in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to any series of
Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date
on which such Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in





- 23 -









 







connection with its original issuance of such beneficial owner’s interest in such permanent
global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured have been detached and
canceled.




          If all the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, redemption or repayment provisions, currency of denomination and payment, date of
issuance and date from which interest shall accrue. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon,




(i) an Opinion of Counsel complying with Section 102 and stating that




	 	(a)	 	the form or forms of such Securities and any
coupons have been established in conformity with the provisions of this
Indenture;
	 
	 	(b)	 	the terms of such Securities and any coupons
have been established in conformity with the provisions of this
Indenture; and
	 
	 	(c)	 	such Securities, together with any coupons
appertaining thereto, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar
laws of general applicability relating to or affecting the enforcement
of creditors’ rights generally and to general equitable principles; and





(ii) an Officers’ Certificate stating that all conditions precedent provided for in
this Indenture relating to the issuance of the Securities have been complied with
and that, to the best of the knowledge of the signers of such certificate, that no
Event of Default with respect to any of the Securities shall have occurred and be
continuing.



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




- 24 -









 








          Notwithstanding the provisions of Section 301 and of the second preceding paragraph, if all
the Securities of any series are not to be issued at one time, it shall not be necessary to deliver
an Officers’ Certificate otherwise required pursuant to Section 301 or a Company Order, or an
Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the second preceding
paragraph at the time of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.




          Each Registered Security shall be dated the date of its authentication and each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.




          No Security or coupon shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security or Security to which such coupon
appertains a certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.




Section 304. Temporary Securities.




               (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order, the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by their execution of
such Securities. In the case of Securities of any series, such temporary Securities may be in
global form.



          Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by
any non-matured coupons appertaining thereto), the Company shall





- 25 -









 







execute and the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be delivered in exchange for
a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until
so exchanged, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.




               (b) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than through the facilities
of The Depository Trust Company. If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided therein, be delivered to the London
office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear
and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).



          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for its account then
to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may
be established pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.




          Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established





- 26 -









 







pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of
which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee,
any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary global Security, except that a Person receiving
definitive Securities must bear the cost of insurance, postage, transportation and the like unless
such Person takes delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United States.




          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form
set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant
to Section 301), for credit without further interest on or after such Interest Payment Date to the
respective accounts of Persons who are the beneficial owners of such temporary global Security on
such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 304(b) and of the third
paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial
owners of the temporary global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or
the date of certification if such date occurs after the Exchange Date, without further act or deed
by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal
or interest owing with respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not
paid as herein provided shall be returned to the Trustee prior to the expiration of two years after
such Interest Payment Date in order to be repaid to the Company.




Section 305. Registration, Registration of Transfer and Exchange.




          The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency of the Company in a Place of Payment a register for each series of Securities (the
registers maintained in such office or in any such office or agency of the Company in a Place of
Payment being herein sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities. The Security
Register shall be in written form or any other form capable of being





- 27 -









 







converted into written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby initially appointed “Security Registrar” for the purpose of registering
Registered Securities and transfers of Registered Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the
right to examine the Security Register at all reasonable times.




          Subject to the provisions of this Section 305, upon surrender for registration of transfer of
any Registered Security of any series at any office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount, bearing a number
not contemporaneously outstanding, and containing identical terms and provisions.




          Subject to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be
issued in exchange for Registered Securities.




          If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set
forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, delivered
as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged
at any such office or agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of





- 28 -









 







Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date or proposed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.




          Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is DTC, then, unless the terms of such global Security
expressly permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange
Act if so required by applicable law or regulation, the Company shall appoint a successor
depositary with respect to such global Security or Securities. If (x) a successor depositary for
such global Security or Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depositary for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding Securities (but
not less than all) of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank,
tenor and terms in definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in a permanent
global Security is otherwise entitled to exchange such interest for Securities of such series and
of like tenor and principal amount of another authorized form and denomination, as specified as
contemplated by Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the Company shall execute, and
the Trustee shall authenticate and deliver, definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner’s interest in such permanent global
Security. On or after the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such
purpose; provided, however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be among those
selected for redemption; and provided further that no Bearer Security delivered in exchange for a
portion of a permanent global Security shall be mailed or otherwise delivered to any location in
the United States. If a





- 29 -









 







Registered Security is issued in exchange for any portion of a permanent global Security after
the close of business at the office or agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such Interest Payment
Date or proposed date for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.




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




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




          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.




          The Company, the Trustee or the Security Registrar, as applicable, shall not be required (i)
to issue, register the transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the close of business
on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of the relevant notice
of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor, provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Security not to be so repaid.




- 30 -









 








Section 306. Mutilated, Destroyed, Lost and Stolen Securities.




          If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in appropriate cases, such security or
indemnity as may be required by the Company or the Trustee to hold each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.




          If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security or
indemnity as may be required by them to hold each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon the Company’s request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or
in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon
appertains.




          Notwithstanding the provisions of the immediately preceding two paragraphs, in case any such
mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium or Make-Whole Amount, if any),
any interest on and any Additional Amounts with respect to, Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency located outside the
United States and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.




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




          Every new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen coupon appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the
destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and





- 31 -









 







shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that series and their coupons, if any, duly issued hereunder.




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




Section 307. Payment of Interest; Interest Rights Preserved.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, interest on any Registered Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.




          Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, payment of interest may be made, in the case of a Bearer Security, by transfer to an
account maintained by the payee with a bank located outside the United States.




          Unless otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear
and/or Clearstream, as the case may be, with respect to that portion of such permanent global
Security held for its account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in respect of such permanent
global Security to the accounts of the beneficial owners thereof.




          In case a Bearer Security of any series is surrendered in exchange for a Registered Security
of such series after the close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with the provisions of
this Indenture.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company at its election in each case, as provided in clause (1) or (2) below:




- 32 -









 









	 	(1)	 	The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Registered Security of such series and the date of
the proposed payment (which shall not be less than 20 days after such notice is
received by the Trustee), and at the same time the Company shall deposit with the
Trustee an amount of money in the currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at his address
as it appears in the Security Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an Authorized
Newspaper in each Place of Payment, but such publications shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (2). In case a Bearer
Security of any series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such proposed
date of payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.
	 
	 	(2)	 	The Company may make payment of any Defaulted Interest on the Registered
Securities of any
series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,




- 33 -









 






	 	 	 	and upon such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.





          Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.




Section 308. Persons Deemed Owners.




          Prior to due presentment of a Registered Security for registration of transfer, the Company,
any Guarantor, the Trustee and any agent of the Company, any Guarantor, or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of such Security for
the purpose of receiving payment of principal of (and premium or Make-Whole Amount, if any), and
(subject to Sections 305 and 307) interest on, such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and none of the Company, any
Guarantor, the Trustee or any agent of the Company, any Guarantor, or the Trustee shall be
affected by notice to the contrary.




          Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor, or the Trustee may
treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such
Security or coupon for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be overdue, and none of the
Company, any Guarantor, the Trustee or any agent of the Company, any Guarantor, or the Trustee
shall be affected by notice to the contrary.




          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.




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




Section 309. Cancellation.




          All Securities and coupons surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time





- 34 -









 







deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture.
Canceled Securities and coupons held by the Trustee shall be destroyed by the Trustee and the
Trustee shall deliver a certificate of such destruction to the Company, unless, by the Company
Order, the Company directs their return to it.




Section 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.




ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




          This Indenture shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein expressly provided for and
any right to receive Additional Amounts, as provided in Section 1012 and any right to convert or
exchange Securities in accordance with their terms), and the Trustee, upon receipt of a Company
Order, and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when,




          (1) either




               (A) all Securities of such series theretofore authenticated and delivered and all coupons, if
any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons of such series for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust (as provided in Section 1003)) have been delivered to the Trustee for
cancellation; or



- 35 -









 





               (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at their Stated
Maturity within one year, or
	 
	 	(iii)	 	if redeemable at the option of the Company,
are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense of the Company, and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount in the currency or currencies in which
the Securities of such series are payable, sufficient to pay and
discharge the entire indebtedness on such Securities and such coupons
not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest, and
any Additional Amounts with respect thereto, to the date of such
deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;





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




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




          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the
Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with
and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of
the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.




Section 402. Application of Trust Funds.




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




- 36 -









 






ARTICLE FIVE




REMEDIES




Section 501. Events of Default.




          “Event of Default,” wherever used herein with respect to any particular series of Securities,
means any one of the following events with respect to such series of Securities (whatever the
reason for such Event of Default and whether or not it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):




          (1) default in the payment of any installment of interest upon or any Additional Amounts
payable in respect of any Security of that series or of any coupon appertaining thereto, when such
interest, Additional Amounts or coupon becomes due and payable, and continuance of such default for
a period of 30 days; or




          (2) default in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity, upon redemption, upon
declaration or otherwise; or




          (3) default in the performance, or breach, of any covenant or warranty on the part of the
Company or any Guarantor in this Indenture with respect to any Security of that series (other than
a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with) and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail to the Company and the Guarantors, by
the Trustee or to the Company, the Guarantors and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or




          (4) default under any evidence of Recourse Indebtedness of the Company or a Guarantor (or of
any Subsidiary, the repayment of which the Company or Guarantor has guaranteed or for which the
Company or Guarantor is directly responsible or liable as obligor or guarantor), or any mortgage,
indenture or other instrument of the Company or a Guarantor (including a default with respect to
Securities of any series other than that series) under which there may be issued or by which there
may be secured any Recourse Indebtedness of the Company or Guarantor (or of any Subsidiary, the
repayment of which the Company or Guarantor has guaranteed or for which the Company or Guarantor is
directly responsible or liable as obligor or guarantor), whether such Recourse Indebtedness now
exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate
principal amount exceeding $10,000,000 of such Recourse Indebtedness when due and payable after the
expiration of any applicable notice and grace periods with respect thereto and shall have resulted
in such Recourse Indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or
being declared due and payable prior to the date on which it would otherwise have become due and
payable, without such Recourse Indebtedness having been discharged or such acceleration





- 37 -









 







having been rescinded or annulled, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company and Guarantor by the Trustee or to the
Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default and requiring the
Company or Guarantor to cause such Recourse Indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default”
hereunder; or




          (5) the Company, a Guarantor or any Significant Subsidiary pursuant to or within the meaning
of any Bankruptcy Law:




               (A) commences a voluntary case,



               (B) consents to the entry of an order for relief against it in an involuntary case,



               (C) consents to the appointment of a Custodian of it or for all or substantially all of its
property, or



               (D) makes a general assignment for the benefit of its creditors; or



          (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




               (A) is for relief against the Company, a Guarantor or any Significant Subsidiary in an
involuntary case,



               (B) appoints a Custodian of the Company, a Guarantor or any Significant Subsidiary for all or
substantially all of its property, or



               (C) orders the liquidation of the Company, a Guarantor or any Significant Subsidiary, and the
order or decree remains unstayed and in effect for 90 days;



          (7) the Guarantee of any Security by a Guarantor ceases to be, or is asserted in writing by
the Company or such Guarantor not to be, in full force and effect or enforceable in accordance with
its terms (other than by reason of the termination of this Indenture or the release of such
Guarantee in accordance with this Indenture); or




          (8) any other Event of Default provided with respect to Securities of that series.




          As used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors and the term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law.




- 38 -









 








Section 502. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and premium or Make-Whole Amount, if any,
on all the Securities of that series to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by the Holders), and upon any such declaration such
principal, and premium and Make-Whole Amount (if any), or specified portion thereof shall become
immediately due and payable. If an Event of Default with respect to the Securities of any series
set forth in Section 501(5) or (6) of this Indenture occurs and is continuing, then in every such
case all the Securities of that series shall become immediately due and payable, without notice to
the Company, at the principal amount thereof plus accrued interest to the date the Securities of
that series are paid plus any Make-Whole Amount due on the Securities of that series.




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




          (1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency
in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series):




               (A) all overdue installments of interest on and any Additional Amounts payable in respect of
all Outstanding Securities of that series and any related coupons,



               (B) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities
of that series which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in such Securities,



               (C) to the extent that payment of such interest is lawful, interest upon overdue installments
of interest and any Additional Amounts at the rate or rates borne by or provided for in such
Securities, and



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



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




- 39 -









 








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




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




          The Company covenants that if:




          (1) default is made in the payment of any installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or Additional Amount
becomes due and payable and such default continues for a period of 30 days, or




          (2) default is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity upon redemption, upon dedication or otherwise,
then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities of such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amount, with interest upon any overdue principal (and premium or Make-Whole Amount,
if any) and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company, or any other obligor upon such Securities of such 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 any other obligor upon such Securities of such series, wherever
situated.




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




Section 504. Trustee May File Proofs of Claim.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company, a Guarantor or any other obligor upon the Securities or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company,





- 40 -









 







Guarantor or obligor for the payment of overdue principal, premium or Make-Whole Amount, if
any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:




               (i) to file and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of such series, of principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and



               (ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series or coupons to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.



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




Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.




          All rights of action and claims under this Indenture or any of the Securities or coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities and coupons in respect of which such judgment has been
recovered.




Section 506. Application of Money Collected.




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




- 41 -









 








          FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section
606;




          SECOND: To the payment of the amounts then due and unpaid upon the Securities and coupons for
principal (and premium or Make-Whole Amount, if any) and interest and any Additional Amounts
payable, 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 aggregate amounts due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any), interest and
Additional Amounts, respectively; and




          THIRD: To the payment of the remainder, if any, to the Person or Persons entitled thereto.




Section 507. Limitation on Suits.




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




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




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




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




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




          (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series; it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.





			
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
any, Interest and Additional Amounts.






          Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium or Make-Whole Amount, if any) and (subject to Sections 305 and




- 42 -









 







307) interest on, and any Additional Amounts in respect of, such Security or payment of such
coupon on the respective due dates expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment
or for the enforcement of any applicable conversion or exchange right in the Securities, and such
rights shall not be impaired without the consent of such Holder.




Section 509. Restoration of Rights and Remedies.




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




Section 510. Rights and Remedies Cumulative.




          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




Section 511. Delay or Omission Not Waiver.




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




Section 512. Control by Holders of Securities.




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




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




- 43 -









 








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




          (3) the Trustee need not take any action which might involve it in personal liability or be
unduly prejudicial to the Holders of Securities of such series not joining therein.




Section 513. Waiver of Past Defaults.




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




          (1) in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or Additional Amounts payable in respect of any Security of such series or any related coupons,
or




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




          (3) in the conversion or exchange of Securities in accordance with its terms.




          Upon any such waiver, such default shall cease to exist, any Event of Default arising
therefrom shall be deemed to have been cured, and for every purpose of this Indenture, the Company,
any Guarantor, Trustee and Holders shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.




Section 514. Waiver of Usury, Stay or Extension Laws.




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




Section 515. Undertaking for Costs.




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





- 44 -









 







in such suit having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if
any) or interest on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date). The Company agrees to
pay or reimburse the Trustee for paying all reasonable costs and expenses (including reasonable
counsels’ fees) of the Trustee in connection with (a) any default and any enforcement or collection
proceedings resulting therefrom and (b) the enforcement of this Section 515.




ARTICLE SIX




THE TRUSTEE




Section 601. Notice of Defaults.




          Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest on or any Additional Amounts
with respect to any Security of such series, or in the payment of any sinking fund installment with
respect to the Securities of such series, the Trustee shall be protected in withholding such notice
if and so long as a committee of trust officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities and coupons of such
series; and provided further that in the case of any default or breach of the character specified
in Section 501(3) with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to the Securities of such series.




Section 602. Certain Rights of Trustee.




          Subject to the provisions of TIA Section 315(a) through 315(d):




          (1) except during the continuance of an Event of Default, the Trustee shall perform only such
duties as are specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee;




          (2) in case a default or an Event of Default has occurred and is continuing of which a
Responsible Officer of the Trustee has received written notice from the Company, any other obligor
of the Securities or by any Holder, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent
Person would exercise or use under the circumstances in the conduct of his own affairs;




- 45 -









 








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




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




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




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




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




          (8) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirement of this Indenture;




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




          (10) 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




               (a) this paragraph (10) shall not be construed to limit the effect of paragraph (1) of this
Section;



- 46 -









 





               (b) the Trustee shall not be liable for any errors of judgment or any acts, omissions,
mistakes of fact or law taken or omitted in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was negligent;



               (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series 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; and



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



          (11) Whether nor not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.




          The permissive right of the Trustee to do the things enumerated in this Indenture shall not be
construed as a duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct.




          Except during the continuance of an Event of Default, the Trustee undertakes to perform only
such duties as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.




Section 603. Not Responsible for Recitals or Issuance of Securities.




          The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company or a Guarantor
and neither the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity, legality or sufficiency of
this Indenture or of the Securities or coupons or any other contracts referred to herein to which
the Company or a Guarantor is a party, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.




Section 604. May Hold Securities.




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





- 47 -










 






Section 605. Money Held in Trust.




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




Section 606. Compensation and Reimbursement.




          The Company agrees:




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




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




          (3) to indemnify each of the Trustee (which for purposes of this Section 606(3) shall include
its directors, officers, employees and agents) and any predecessor or successor Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without negligence or bad faith
on its own part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder;
and




          (4) to pay the reasonable fees and expenses of counsel for the Trustee in connection with the
preparation, execution and delivery of this Indenture, no later than five (5) business days of its
execution.




          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.




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




          Notwithstanding any provision in this Indenture, the Trustee’s right to immunities and
protection from liability hereunder and its rights to payment of its fees, expenses and




- 48 -









 







indemnities shall survive its resignation or removal and the final payment or defeasance of
the Securities and the termination of the Indenture and all indemnification and releases from
liability granted herein shall extend to its directors, officers, employees and agents.




          The provisions of this Section shall survive the termination of this Indenture.




Section 607. Corporate Trustee Required; Eligibility; Conflicting Interests.




          There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.
If such corporation publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia 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. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.




Section 608. Resignation and Removal; Appointment of Successor.




               (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609.



               (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee. The Trustee’s rights to indemnity and reimbursement of
outstanding fees and expenses shall survive the Trustee’s resignation.



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



               (d) If at any time:




	 	(1)	 	the Trustee shall fail to comply with the
provisions of TIA Section 310(b) after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months, or
	 
	 	(2)	 	the Trustee shall cease to be eligible under
Section 607 and shall fail to resign after written request therefor by
the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or




- 49 -









 






	 	(3)	 	the Trustee shall become incapable of acting or
shall be adjudged bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any
such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.





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




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




Section 609. 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 shall execute, acknowledge and deliver to the Company and
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 request of the Company or the successor Trustee,





- 50 -









 







such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.




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




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




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




Section 610. Merger, Conversion, Consolidation or Succession to Business.




          Any entity into which the Trustee may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
entity shall be otherwise qualified and eligible under this Article, without the execution or





- 51 -









 







filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities or coupons 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 of coupons so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities or coupons. In case
any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in either its own name
or that of its predecessor Trustee, with the full force and effect which this Indenture provides
for the certificate of authentication of the Trustee.




Section 611. Appointment of Authenticating Agent.




          At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption or repayment thereof, except upon original
issuance or in replacement of mutilated, lost, stolen or destroyed Securities, 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. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Except upon original issuance or in
replacement of mutilated, lost, stolen or destroyed Securities, wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section.




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




- 52 -









 








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




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




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




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




	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as
	 	 	Trustee
	 
	 	 	 	 
	 

	 	By:
	 	                                                            ,
	 

	 	 	 	as Authenticating Agent
	 
	 	 	 	 
	 

	 	By:
	 	                                                            ,
	 

	 	 	 	Authorized Signatory






- 53 -









 






ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 701. Disclosure of Names and Addresses of Holders.




          Every Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor
any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in accordance with
TIA Section 312, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).




Section 702. Reports by Trustee.




          Within 60 days after March 15 of each year commencing with the first June 30 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May 15 if
required by TIA Section 313(a).




Section 703. Reports by Company and Guarantors.




     The Company and each Guarantor will:



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




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




          (3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries of
any information, documents and reports required to be filed by it pursuant to





- 54 -









 







paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.




Section 704. The Company to Furnish Trustee Names and Addresses of Holders.




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




               (a) semi-annually, not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or
if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon
such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing
such series, 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, so long as the
Trustee is the Security Registrar, no such list shall be required to be furnished.



ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE





			
	Section 801.	 	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions.






          The Company may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other entity, provided that in any such case, (1) the Company
shall be the continuing entity, or the successor entity shall be an entity organized and existing
under the laws of the United States or a State thereof and such successor entity shall expressly
assume the due and punctual performance and observance of all of the obligations, covenants and
conditions of this Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by
such entity and (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or the lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing.




Section 802. Rights and Duties of Successor Entity.




          In case of any consolidation, merger, sale, lease or conveyance permitted under Section 801
and upon any assumption by the successor entity, such successor entity shall succeed to and be
substituted for the Company with the same effect as if it had been named herein as the Company and
the predecessor entity, except in the event of a lease, shall be relieved of any further obligation
under this Indenture and the Securities. Any such successor entity of the Company thereupon may
cause to be signed, and may issue either in its own name or in the name of the Company, any or all
of the Securities issuable hereunder which theretofore shall not have





- 55 -









 







been signed by the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.




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




Section 803. Officers’ Certificate and Opinion of Counsel.




          Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also
subject to the condition that the Trustee receive from the Company with respect to Section 801 an
Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions
of this Article and that all conditions precedent herein provided for relating to such transaction
have been complied with.




ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures without Consent of Holders.




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




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




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




          (3) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of less than all
series of Securities, stating that such Events of Default are expressly being included solely for
the benefit of such series); provided, however, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of grace after default




- 56 -









 







(which period may be shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies available to the
Trustee upon such default or may limit the right of the Holders of a majority in aggregate
principal amount of that or those series of Securities to which such additional Events of Default
apply to waive such default; or




          (4) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on the
payment of principal of or any premium or interest on Bearer Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided that any such action shall
not adversely affect the interests of the Holders of Securities of any series or any related
coupons in any material respect; or




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




          (6) to secure the Securities; or




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




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




          (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; or




          (10) to make any other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this Indenture, provided such
provisions shall not adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or




          (11) to add a Guarantor; or




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




- 57 -









 








Section 902. Supplemental Indentures with Consent of Holders.




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




          (1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any,
on) or any installment of principal of or interest on or any Additional Amounts payable in respect
thereof, any Security; or reduce the principal amount thereof or the rate or amount of interest
thereon, or any premium payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1012 (except as contemplated by Section
801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue
Discount Security or Make-Whole Amount that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the
Holder of any Security, or change any Place of Payment where, or the currency or currencies in
which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, (or, in the case of redemption or repayment at the option of the Holder, on or
after the Redemption Date or the Repayment Date, as the case may be) or for the enforcement of any
applicable conversion or exchange right in any Security, or




          (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or




          (3) modify any of the provisions of this Section, Section 513 or Section 1013, except to
increase the required percentage to effect such action or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, or




          (4) release
a Guarantor from its Guarantee otherwise than in accordance with the
terms of this Indenture.




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




- 58 -









 








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




Section 903. Execution of Supplemental Indentures.




          In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.




Section 904. Effect of Supplemental Indentures.




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




Section 905. Conformity with TIA.




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




Section 906. Reference in Securities to Supplemental Indentures.




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




Section 907. Notice of Supplemental Indentures.




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




- 59 -









 









ARTICLE TEN




COVENANTS




Section 1001. Payment of Principal, Premium (if any), Make-Whole Amount (if any), Interest and
Additional Amounts.




          The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any)
and interest on and any Additional Amounts payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 301 with respect to any series of
Securities, any interest due on and any Additional Amounts payable in respect of Bearer Securities
on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1012
in respect of principal of (or premium or Make-Whole Amount, if any, on) such a Security, shall be
payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise specified with respect to
Securities of any series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.




Section 1002. Maintenance of Office or Agency.




          If Securities of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Company in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company will maintain: (A) in the
Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served and where Bearer Securities of
that series and related coupons may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1012) or conversion; provided, however, that if the
Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities of that series are
listed on such exchange; and (C) subject to any laws or regulations applicable thereto, in a Place
of Payment for that series located outside the United States an office or agency where any
Registered





- 60 -









 







Securities of that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of each such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities
of that series pursuant to Section 1012) or conversion at the offices specified in the Security, in
London, England, and the Company hereby appoint the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its
agent to receive all such presentations, surrenders, notices and demands.




          Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be
made at any office or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any Additional Amounts
payable on Securities of such series pursuant to Section 1012) shall be made at the office of the
Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment
in Dollars of the full amount of such principal, premium, or Make-Whole Amount, interest or
Additional Amounts, as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.




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




          Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.




- 61 -









 








Section 1003. Money for Securities Payments to Be Held in Trust.




          If the Company shall at any time act as its own Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any of
the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to
act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities and any
related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole
Amount, if any), or interest on or Additional Amounts in respect of, any Securities of that series,
deposit with a Paying Agent a sum (in the currency or currencies described in the preceding
paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest
or Additional Amounts, so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest or Additional Amounts and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.




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




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




          (2) give the Trustee notice of any default by the Company or a Guarantor (or any other obligor
upon the Securities) in the making of any such payment of principal (and premium or Make-Whole
Amount, if any) or interest; and




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




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




- 62 -









 








          Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (and premium or Make-Whole Amount, if any) or interest on or Additional Amounts in respect of,
any Security of any series and remaining unclaimed for two years after such principal (or premium
or Make-Whole Amount, if any) or interest or Additional Amounts has become due and payable shall be
paid to the Company upon Company Request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company and any Guarantor for payment of such principal of (and premium or
Make-Whole Amount, if any) or interest on or Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.




Section 1004. [Omitted]




Section 1005. [Omitted].




Section 1006. Existence.




          Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect the existence, rights (charter and statutory) and
franchises of itself and of each Guarantor; provided, however, that the Company and the Guarantors
shall not be required to preserve any right or franchise if its Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the business and that the
loss thereof is not disadvantageous in any material respect to the Holders.




Section 1007. Maintenance of Properties.




          The Company will cause all of its material properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that the Company and its
Subsidiaries shall not be prevented from discontinuing the operation and maintenance of any such
properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.




- 63 -









 








Section 1008. Insurance.




          The Company will, and will cause each of its Subsidiaries to, keep all of its insurable
properties insured against loss or damage in amounts and types as are commercially reasonable.




Section 1009. Payment of Taxes and Other Claims.




          The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed
upon it or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary,
and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary unless such lien would not have a
material adverse effect upon such property; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings or for which the Company has set apart and maintains an adequate reserve.




Section 1010. Provision of Financial Information.




          If the Company or a Guarantor is required to file annual and quarterly reports and other
documents with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Company or
such Guarantor will (i) file such reports and documents with the Commission on or prior to the
respective dates by which the Company or such Guarantor is required
to file such documents, and (ii)
within 15 days after being required to file the same with the Commission, deliver such reports and
documents with the Trustee.




          If the Company or a Guarantor is not required to file annual and quarterly reports and other
documents with the Commission pursuant to either of such provisions, the Company or such Guarantor
will, within 15 days of the date by which the Company would have been required to file the same
with the Commission if it were so required, deliver to the Trustee a document containing
substantially the same kind of information as the Company would have been required to include in
each annual and quarterly report filed with the Commission if it were
so required. Notwithstanding the foregoing, if the Company or a Guarantor is not required to file
annual or quarterly reports and other documents with the Commission because information about the
Company or the Guarantor is contained in the annual and quarterly reports and other documents filed
by another entity with the Commission, the delivery to the Trustee of the annual and quarterly
reports and other documents filed by such entity with the Commission within the
time periods set forth in the preceding





- 64 -









 







sentence shall be deemed to satisfy the obligations of the Company or the Guarantor to provide
financial information under this Section 1010.




Section 1011. Statement as to Compliance.




          The Company and each Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer of the Company as to his or her knowledge of such entity’s
compliance with all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of
this Section 1011, such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.




Section 1012. Additional Amounts.




          If any Securities of a series provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of such series or any coupon appertaining thereto Additional
Amounts as may be specified in this Indenture. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of Additional Amounts provided by the terms of such series
established pursuant to this Indenture to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to such terms and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express mention is not made.




          Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest
on the Securities of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be,
shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall
be entitled (i) to assume that no such withholding or deduction is required with respect to any
payment of principal or interest with respect to any





- 65 -









 







Securities of a series or related coupons until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal and interest with respect to the Securities of
a series or related coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any them or in reliance on any
Officers’ Certificate furnished pursuant to this Section or in reliance on the Company’s not
furnishing such an Officers’ Certificate.




Section 1013. Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1010, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all outstanding Securities of
such series, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




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




Section 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 90 days prior to the Redemption Date (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date
and of the principal amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.




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




          If less than all the Securities of any series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued
on such date with the same terms not previously called for redemption, by





- 66 -









 







such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Securities
of that series or any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for Securities of that
series.




          The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.




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




Section 1104. Notice of Redemption.




          Notice of redemption shall be given in the manner provided in Section 106, not less than 30
days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.




          Any notice that is mailed to the Holders of Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice.




          All notices of redemption shall state:




          (1) the Redemption Date,




          (2) the Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any,




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




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




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





- 67 -









 







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




          (6) the Place or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and accrued interest, if any, or for
conversion,




          (7) that, unless otherwise specified in such notice, Bearer Securities of any series, if any,
surrendered for redemption must be accompanied by all coupons maturing subsequent to the date fixed
for redemption or the amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company and the Trustee for such
series and any Paying Agent is furnished,




          (8) if Bearer Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be made,




          (9) the CUSIP number of such Security, if any, and




          (10) if applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such Securities, the then
existing conversion price or rate, and the date and time when the option to convert shall expire.




          Notice of redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company.




Section 1105. Deposit of Redemption Price.




          At least one Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities or portions thereof which are to be redeemed on that date.




Section 1106. Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the
currency or currencies in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless the





- 68 -









 







Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further that, except as
otherwise specified in or pursuant to this Indenture or Registered Securities of a series,
installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.




          If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of those coupons.




          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.




Section 1107. Securities Redeemed in Part.




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




- 69 -









 








ARTICLE TWELVE




GUARANTEES




Section 1201. Applicability of Article.




          If applicable, the guarantee of any series of securities shall be established in accordance
with Section 301 and in accordance with this Article.




Section 1202. Guarantees.




                 Subject to the provisions of this Article Twelve, each Guarantor hereby jointly and severally,
fully, unconditionally and irrevocably guarantees to each Holder and to the Trustee on behalf of
the Holders: (i) the due and punctual payment of the principal of, premium, if any, and accrued
interest on each Security, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, and the due and punctual payment of interest on the overdue principal
of and interest, if any, on the Securities, to the extent lawful, and (ii) in the case of any
extension of time of payment or renewal of any Securities or any of such other obligations, that
the same will be promptly paid in full when due in accordance with the terms of the extension or
renewal, at Stated Maturity, by acceleration or otherwise (the obligations in subsections (i) and
(ii) hereof being the “Guaranteed Obligations”). Each Guarantor hereby waives to the extent it may
legally do so diligence, presentment, demand of payment, filing of claims with a court in the event
of merger or bankruptcy of the Company, any right to require a proceeding first against the
Company, the benefit of discussion, protest or notice with respect to any such Security or the debt
evidenced thereby and all demands whatsoever, and covenants that its Guarantee will not be
discharged as to any such Security except by payment in full of the principal thereof and interest
thereon and as provided in Section 401, Section 1402 and Section 1403. The maturity of the
Securities may be accelerated as provided in Article Five for the purposes of this Article Twelve.
In the event of any declaration of acceleration of such obligations as provided in Article Five,
the Securities (whether or not due and payable) shall forthwith become due and payable by each
Guarantor jointly and severally, for the purpose of this Article Twelve. In addition, without
limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five,
the Trustee shall promptly make a demand for payment on the Securities under each Guarantee
provided for in this Article Twelve.




                 If the Trustee or the Holder of any Security is required by any court or otherwise to return
to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or
other similar official acting in relation to the Company or such Guarantor, any amount paid to the
Trustee or such Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further agrees, to the
fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of its Guarantee, notwithstanding
any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing
such acceleration in respect of the obligations guaranteed hereby.




- 70 -









 








          Each Guarantor hereby further agrees that its obligations under this Indenture and the
Securities shall be unconditional, regardless of the validity, regularity or enforceability of this
Indenture or the Securities, the absence of any action to enforce this Indenture or the Securities,
any waiver or consent by any Holder with respect to any provisions of this Indenture or the
Securities, any modification or amendment of, or supplement to, this Indenture or the Securities,
the recovery of any judgment against the Company or any action to enforce any such judgment, or any
other circumstance that might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.




          Each Guarantor that makes or is required to make any payment in respect of its Guarantee shall
be entitled to seek contribution from the other Guarantors to the extent permitted by applicable
law; provided that each Guarantor agrees that any such claim for contribution that such Guarantor
may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of
all obligations owed to Holders under or in respect of the Securities.




          Each Guarantor hereby irrevocably waives any claim or other rights that it may now or
hereafter acquire against the Company that arise from the existence, payment, performance or
enforcement of its obligations under its Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification,
any right to participate in any claim or remedy of the Holders against the Company or any
collateral that any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether
or not such claim, remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the principal of (and premium, if any) and interest on the Securities
shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor
for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid
to the Trustee for the benefit of the Holders to be credited and applied upon the principal of (and
premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive
direct and indirect benefits from the issuance of the Securities pursuant to this Indenture and
that the waivers set forth in this Section 1202 are knowingly made in contemplation of such
benefits.




          Each Guarantee set forth in this Section 1202 shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on such Security shall
have been signed by or on behalf of the Trustee.




Section 1203. Obligations Unconditional.




          Subject to Section 1206, nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among each Guarantor and the
Holders, the obligation of each Guarantor, which is absolute and unconditional, upon failure by the
Company, to pay to the Holders the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of each Guarantor,





- 71 -









 







nor shall anything herein or therein prevent any Holder or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture.




          Without limiting the foregoing, nothing contained in this Article Twelve will restrict the
right of the Trustee or the Holders to take any action to declare the Guarantee to be due and
payable prior to the Stated Maturity of the Securities pursuant to Section 502 or to pursue any
rights or remedies hereunder.




Section 1204. Execution of Guarantees.




          To evidence its obligations under this Article Twelve, each Guarantor hereby agrees to execute
a guarantee in a form set forth in the supplemental indenture or Officers’ Certificate for each
series of Securities guaranteed by the Guarantor, to be endorsed on each Security authenticated and
delivered by the Trustee. The signature of any officer of a Guarantor on the Securities may be
manual or facsimile. Each Guarantor hereby agrees that its Guarantee set forth in this Article
Twelve shall remain in full force and effect notwithstanding any failure to endorse such Guarantee
on any series of Securities.




Section 1205. Withholding.




          All payments made by a Guarantor with respect to the Guarantees will be made without
withholding or deduction for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of any country (other
than the United States) or any political subdivision thereof or any authority therein or thereof
having power to tax, unless the withholding or deduction of such taxes, duties, assessments or
governmental charges is then required by law. In the event that any country (other than the United
States) or any political subdivision thereof, or any authority therein or thereof, imposes any such
withholding or deduction on (a) any payments made by a Guarantor with respect to the Guarantees or
(b) any net proceeds on the sale to or exchange with any Guarantor of the Securities, such
Guarantor will pay such additional amounts as may be necessary in order that the net amounts
received in respect to such payments or sale or exchange by the Holders or the Trustee, as the case
may be, after such withholding or deduction shall equal the respective amounts that would have been
received in respect of such payments or sale or exchange in the absence of such withholding or
deduction; except that no such additional amounts shall be payable with respect to any series of
Securities held by or on behalf of a Holder who is liable for such taxes, duties, assessments or
governmental charges in respect of such Security by reason of his being a citizen or resident of,
or carrying on a business in, the country of residence of any Guarantor. Notwithstanding the
foregoing, a Guarantor making a payment on the Securities pursuant to the Guarantee shall not be
required to pay any additional amounts if (x) the beneficial holder of a Security received by
certified mail (evidenced by a return receipt signed by such beneficial holder) (i) written notice
from such Guarantor no less than 60 days in advance of making such payment and (ii) the appropriate
forms or instructions necessary to enable such beneficial holder to certify or document the
availability of an exemption from, or reduction of, the withholding or deduction of such taxes
under applicable law, which such instructions shall clearly specify that additional amounts under
this Section 1205 may not be paid if such forms are not completed by such beneficial holder, and
(y) the Guarantor that would otherwise have to pay such additional amounts establishes to the
satisfaction of the Trustee that the obligation to pay





- 72 -









 







such additional amounts would not have risen but for the failure of such beneficial holder to
(i) duly complete such forms as were actually received by such beneficial holder or respond to such
instructions and (ii) provide to such Guarantor such duly completed forms or responses to
instructions. Without prejudice to the survival of any of the agreements of the Guarantors
hereunder, the agreements and obligations of the Guarantors contained in this Section 1205 shall
survive the payment in full of Securities and all other amounts payable under this Guarantee.




Section 1206. Limitation of Guarantees.




          The Company and each Holder by its acceptance thereof, hereby confirm that it is the intention
of all such parties that any Guarantee of the Securities executed by a Guarantor under this
Indenture and the terms of a supplemental indenture or Officers’ Certificate for any series of
Securities not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law,
the Uniform Fraudulent Conveyance Act or any similar federal or state law. To effectuate the
foregoing intention, in the event that any such Guarantee would constitute or result in a violation
of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Guarantor under such Guarantee shall be reduced to the maximum amount, after giving effect
to all other contingent and fixed liabilities of such Guarantor, permissible under the applicable
fraudulent conveyance or similar law.




Section 1207. Release of Guarantees.




          (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be
released from and relieved of their obligations under this Article Twelve. Upon the delivery by the
Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of
Counsel to the effect that the transaction giving rise to the release of such obligations was made
by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any
documents reasonably required in order to evidence the release of the Guarantors from their
obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination
of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such time as the
Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to
this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.




          (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor
(by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale
or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be
deemed released from all obligations under this Article Twelve; provided, however, that any such
termination upon such sale or disposition shall occur if and only to the extent that all
obligations of such Guarantor under all of its guarantees of, and under all of its pledges of
assets or other security interests which secure, indebtedness of the Company or any other Guarantor
shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee
of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect
that the transaction giving rise to the release of such obligations was made in accordance with the
provisions of this Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of such Guarantor





- 73 -









 







from its obligations. Any Guarantor not so released remains liable for the full amount of
principal of (and premium, if any) and interest on the Securities as provided in this Article
Twelve.




Section 1208. Terms.




          No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another corporation, Person or entity (other than the Company or another
Guarantor), unless (i) subject to the provisions of Section 1207 hereof, the Person formed by or
surviving any such consolidation or merger (if other than the Guarantor) assumes all of the
obligations of such Guarantor under the Notes (including the guarantee) in form and substance
reasonably satisfactory to the Trustee, together with an Officers’ Certificate of the Company and
an Opinion of Counsel stating that the transaction and such supplemental indenture comply with this
Indenture and (ii) immediately after giving effect to such transaction, no Event of Default exists.




ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




Section 1301. Applicability of Article.




          Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section 301) in accordance
with this Article.




Section 1302. Repayment of Securities.




          Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that at least
one Business Day prior to the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the Repayment Date
shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the
Security of such series) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.




Section 1303. Exercise of Option.




          Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. In order for any
Security to be repaid at the option of the Holder, the Trustee must receive at the Place of





- 74 -









 







Payment therefor specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such Securities) not earlier than
60 days nor later than 30 days prior to the Repayment Date (1) the Security so providing for such
repayment together with the “Option to Elect Repayment” form on the reverse thereof duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. (“NASD”), or a commercial bank or trust company in the
United States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Security to be repaid, together with the duly
completed form entitled “Option to Elect Repayment” on the reverse of the Security, will be
received by the Trustee not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly completed are
received by the Trustee by such fifth Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.




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




          If Securities of any series provide for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portion thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any,
to the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable
at an office or agency located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender
of such coupons; and provided further that, in the case of Registered Securities (except as
otherwise specified in or pursuant to this Indenture or the Registered Securities of a series),
installments of interest, if any, whose Stated Maturity is on


- 75 -









 







or prior to the Repayment Date shall be payable (but with interest thereon, unless the Company
shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business relevant Record Dates according to their
terms and the provisions of Section 307.




          If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to it such security or indemnity as they may require to save
it and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only presentation and surrender of
those coupons.




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




Section 1305. Securities Repaid in Part.




          Upon surrender of any Registered Security which is to be repaid in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or Securities
of the same series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.




- 76 -









 








ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE





			
	Section 1401.	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.






          If, pursuant to Section 301, provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of
or within a series under Section 1403, 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 301 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 1402 (if applicable) or Section 1403 (if applicable) be applied to such
Outstanding Securities and any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article.




Section 1402. 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 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in 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 1404 and as more fully set
forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount,
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 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1012, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder, (D) the rights of Holders to convert or exchange Securities, if any, in
accordance with their terms, and (E) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any coupons appertaining
thereto.




- 77 -









 








Section 1403. 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 Sections
1004 to 1010, inclusive and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and coupons appertaining thereto on and after
the date the conditions set forth in Section 1404 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 declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1004 to 1010, inclusive,
or such other 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 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 501(3) or 501(7) otherwise, as the case
may be, but, except as specified above, remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.




Section 1404. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining thereto:


                   (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities 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 Stated 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 Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with the terms will provide, not later than one day
before the due date of any payment of principal of (and premium or Make-Whole Amount, 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 the Trustee,
to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge, the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Outstanding Securities and any coupons, appertaining thereto on the Stated Maturity of
such principal or installment of





- 78 -









 







principal or interest 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 501(5) and 501(6)
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 1402, 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 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect 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 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 1402 or the
covenant defeasance under Section 1403 (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 1402 or Section 1403 (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.



- 79 -









 






			
	Section 1405.	 	Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.






          Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to Section 1404 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 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 or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, but such money need not be segregated from other funds
except to the extent required by law.




          Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of
such Security to receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium or Make-Whole Amount, if any), and interest, if any, on
such Security as the same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such Security becomes payable
as a result of such election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly
as feasible) at the time of the Conversion Event.




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




          Anything in this Article to the contrary notwithstanding, subject to Section 606, the Trustee
shall deliver or pay to the Company from time to time upon the Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it as provided in
Section 1404 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.




- 80 -









 








ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




Section 1501. Purposes for which Meetings may be Called.




          A meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.




Section 1502. Call, Notice and Place of Meetings.




          (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.




          (b) In case at any time the Company pursuant to a Board Resolution, or the Holders of at least
10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.




Section 1503. Persons Entitled to Vote at Meetings.




          To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more outstanding Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.




Section 1504. Quorum; Action.




          The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any Act is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the Persons





- 81 -









 







entitled to vote such specified percentage in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the
time appointed for any such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.




          Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other Act which this Indenture expressly provides may be made, given or taken by the Holders of
a specific percentage, that is less than a majority in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.




          Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all of the Holders of Securities of
such series and the related coupons, whether or not present or represented at the meeting.




          Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other act that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all, Outstanding Securities affected thereby, or of the Holders of such series and one or more
additional series:




          (i) there shall be no minimum quorum requirement for such meeting; and




          (ii) the principal amount of the Outstanding Securities of such series that vote in favor of
such request, demand, authorization, direction, notice, consent, waiver or other action shall be
taken into account in determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this Indenture.




- 82 -









 








Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.




          (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required
by any such regulations, the holding of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or other proof.




          (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities
provided in Section 1502(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.




          (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to
be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of
a Security of such series or proxy.




          (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting, and
the meeting may be held as so adjourned without further notice.




Section 1506. Counting Votes and Recording Action of Meetings.




          The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said record





- 83 -









 







the original reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of meeting and one such copy shall be delivered to the Company and another
to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated.




Section 1507. Evidence of Action Taken by Holders.




          Any request, demand, authorization, direction, notice, consent, waiver or other Act provided
by this Indenture to be given or taken by a specified percentage in principal amount of the Holders
of any or all series may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such Act shall become
effective when such instrument or instruments are delivered to the Trustee. Proof of execution of
any instrument or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Article Six) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Article.




Section 1508. Proof of Execution of Instruments.




          Subject to Article Six, the execution of any instrument by a Holder or his agent or proxy may
be proved in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee.




************




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




- 84 -









 





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




	 	 	 	 	 
		 	CAPITALSOURCE INC.

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION,

as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	The Guarantors:
	 
	 	 	 	 
	 	 	CAPITALSOURCE FINANCE LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	CAPITALSOURCE HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 






- 1 -









 








EXHIBIT A




FORMS OF CERTIFICATION




EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]




          This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a)
foreign branches of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Colonial Prospective Trust or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii)
are owned by United States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions.




          As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.




          We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.




          This certificate excepts and does not relate to [U.S. $] ___of such
interest in the above-captioned Securities in respect of






1









 







which we are not able to certify and as to which we understand an exchange for an interest in
a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so certify.




          We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.




Dated: 




[To be dated no earlier than the 15th day prior to (i) the Exchange Date or

(ii) the relevant Interest Payment

Date occurring prior to the Exchange Date, as applicable]



[Name of Person Making Certification]



                                    
 (Authorized Signatory)

          Name:

         Title:



2









 





EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE

OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]




          This is to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S. $]
___principal amount of the above-captioned Securities (i) is owned by
person(s) that are not citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United States Federal income
taxation regardless of its source (“United States person(s)”), (ii) is owned by United States
person(s) that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred
to as “financial institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own
behalf or through its agent, that we may advise Colonial Prospective Trust or its agent that such
financial institution will comply with the requirements of Section 165(j) (3) (A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned
by United States or foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions.




          As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its ‘possessions’ include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.




          We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.




3









 








          We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.




Dated:
   ,

[To be dated no earlier than the Exchange

Date or the relevant Interest Payment

Date occurring prior to the Exchange Date,

as applicable]



	 	 	 	 	 
	 	 	[Morgan Guaranty Trust Company of New York, Brussels
	 	 	Office,] as Operator of the Euroclear System]
	 	 	[Clearstream Banking, société anonyme, Luxembourg]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 






4









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 101.
	 	Definitions	 	 	1	 
	Section 102.
	 	Compliance Certificates and Opinions	 	 	12	 
	Section 103.
	 	Form of Documents Delivered to Trustee	 	 	12	 
	Section 104.
	 	Acts of Holders	 	 	13	 
	Section 105.
	 	Notices, etc., to Trustee and Company	 	 	14	 
	Section 106.
	 	Notice to Holders; Waiver	 	 	15	 
	Section 107.
	 	Effect of Headings and Table of Contents	 	 	16	 
	Section 108.
	 	Successors and Assigns	 	 	16	 
	Section 109.
	 	Separability Clause	 	 	16	 
	Section 110.
	 	Benefits of Indenture	 	 	16	 
	Section 111.
	 	No Personal Liability	 	 	16	 
	Section 112.
	 	Governing Law	 	 	17	 
	Section 113.
	 	Legal Holidays	 	 	17	 
	ARTICLE TWO FORMS OF SECURITIES	 	 	17	 
	Section 201.
	 	Forms of Securities	 	 	17	 
	Section 202.
	 	Form of Trustee’s Certificate of Authentication	 	 	18	 
	Section 203.
	 	Securities Issuable in Global Form	 	 	18	 
	ARTICLE THREE THE SECURITIES	 	 	19	 
	Section 301.
	 	Amount Unlimited; Issuable in Series	 	 	19	 
	Section 302
	 	Denominations	 	 	23	 
	Section 303.
	 	Execution, Authentication, Delivery and Dating	 	 	23	 
	Section 304.
	 	Temporary Securities	 	 	25	 
	Section 305.
	 	Registration, Registration of Transfer and Exchange	 	 	27	 
	Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	31	 
	Section 307.
	 	Payment of Interest; Interest Rights Preserved	 	 	32	 
	Section 308.
	 	Persons Deemed Owners	 	 	34	 
	Section 309.
	 	Cancellation	 	 	34	 
	Section 310.
	 	Computation of Interest	 	 	35	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	35	 
	Section 401.
	 	Satisfaction and Discharge of Indenture	 	 	35	 
	Section 402.
	 	Application of Trust Funds	 	 	36	 
	ARTICLE FIVE REMEDIES	 	 	37	 
	Section 501.
	 	Events of Default	 	 	37	 
	Section 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	39	 
	Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	40	 
	Section 504. 
	 	Trustee May File Proofs of Claim	 	 	40	 
	Section 505.
	 	Trustee May Enforce Claims Without Possession of	 	 	 	 
	 
	 	Securities or Coupons	 	 	41	 






 i 




 









 





	 	 	 	 	 	 	 
	Section 506.
	 	Application of Money Collected	 	 	41	 
	Section 507.
	 	Limitation on Suits	 	 	42	 
	Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	 	 	42	 
	Section 509.
	 	Restoration of Rights and Remedies	 	 	43	 
	Section 510.
	 	Rights and Remedies Cumulative	 	 	43	 
	Section 511.
	 	Delay or Omission Not Waiver	 	 	43	 
	Section 512.
	 	Control by Holders of Securities	 	 	43	 
	Section 513.
	 	Waiver of Past Defaults	 	 	44	 
	Section 514.
	 	Waiver of Usury, Stay or Extension Laws	 	 	44	 
	Section 515.
	 	Undertaking for Costs	 	 	44	 
	ARTICLE SIX THE TRUSTEE	 	 	45	 
	Section 601.
	 	Notice of Defaults	 	 	45	 
	Section 602.
	 	Certain Rights of Trustee	 	 	45	 
	Section 603.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	47	 
	Section 604.
	 	May Hold Securities	 	 	47	 
	Section 605.
	 	Money Held in Trust	 	 	48	 
	Section 606.
	 	Compensation and Reimbursement	 	 	48	 
	Section 607.
	 	Corporate Trustee Required; Eligibility; Conflicting Interests	 	 	49	 
	Section 608. 
	 	Resignation and Removal; Appointment of Successor	 	 	49	 
	Section 609.
	 	Acceptance of Appointment by Successor	 	 	50	 
	Section 610.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	51	 
	Section 611.
	 	Appointment of Authenticating Agent	 	 	52	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	54	 
	Section 701.
	 	Disclosure of Names and Addresses of Holders	 	 	54	 
	Section 702.
	 	Reports by Trustee	 	 	54	 
	Section 703.
	 	Reports by Company and Guarantors	 	 	54	 
	Section 704.
	 	The Company to Furnish Trustee Names and Addresses of Holders	 	 	55	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 	 	55	 
	Section 801.
	 	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	 	 	55	 
	Section 802.
	 	Rights and Duties of Successor Entity	 	 	55	 
	Section 803.
	 	Officers’ Certificate and Opinion of Counsel	 	 	56	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	 	56	 
	Section 901.
	 	Supplemental Indentures without Consent of Holders	 	 	56	 
	Section 902.
	 	Supplemental Indentures with Consent of Holders	 	 	58	 
	Section 903.
	 	Execution of Supplemental Indentures	 	 	59	 
	Section 904.
	 	Effect of Supplemental Indentures	 	 	59	 
	Section 905.
	 	Conformity with TIA	 	 	59	 






ii






 









 






	 	 	 	 	 	 	 
	Section 906.
	 	Reference in Securities to Supplemental Indentures	 	 	59	 
	Section 907.
	 	Notice of Supplemental Indentures	 	 	59	 
	ARTICLE TEN COVENANTS	 	 	60	 
	Section 1001.
	 	Payment of Principal, Premium (if
any), Make-Whole Amount (if any), Interest and Additional Amounts	 	 	60	 
	Section 1002.
	 	Maintenance of Office or Agency	 	 	60	 
	Section 1003.
	 	Money for Securities Payments to Be Held in Trust	 	 	62	 
	Section 1004.
	 	[Omitted]	 	 	63	 
	Section 1005.
	 	[Omitted]	 	 	63	 
	Section 1006.
	 	Existence	 	 	63	 
	Section 1007.
	 	Maintenance of Properties	 	 	63	 
	Section 1008.
	 	Insurance	 	 	64	 
	Section 1009.
	 	Payment of Taxes and Other Claims	 	 	64	 
	Section 1010.
	 	Provision of Financial Information	 	 	64	 
	Section 1011.
	 	Statement as to Compliance	 	 	65	 
	Section 1012.
	 	Additional Amounts	 	 	65	 
	Section 1013.
	 	Waiver of Certain Covenants	 	 	66	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	 	 	66	 
	Section 1101.
	 	Applicability of Article	 	 	66	 
	Section 1102.
	 	Election to Redeem; Notice to Trustee	 	 	66	 
	Section 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	66	 
	Section 1104.
	 	Notice of Redemption	 	 	67	 
	Section 1105.
	 	Deposit of Redemption Price	 	 	68	 
	Section 1106.
	 	Securities Payable on Redemption Date	 	 	68	 
	Section 1107.
	 	Securities Redeemed in Part	 	 	69	 
	ARTICLE TWELVE GUARANTEES	 	 	70	 
	Section 1201.
	 	Applicability of Article	 	 	70	 
	Section 1202.
	 	Guarantees	 	 	70	 
	Section 1203.
	 	Obligations Unconditional	 	 	71	 
	Section 1204.
	 	Execution of Guarantees	 	 	72	 
	Section 1205.
	 	Withholding	 	 	72	 
	Section 1206.
	 	Limitation of Guarantees	 	 	73	 
	Section 1207.
	 	Release of Guarantees	 	 	73	 
	Section 1208.
	 	Terms	 	 	74	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS	 	 	74	 
	Section 1301.
	 	Applicability of Article	 	 	74	 
	Section 1302.
	 	Repayment of Securities	 	 	74	 
	Section 1303.
	 	Exercise of Option	 	 	74	 
	Section 1304.
	 	When Securities Presented for
Repayment Become Due and Payable	 	 	75	 
	Section 1305.
	 	Securities Repaid in Part	 	 	76	 
	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE	 	 	77	 
	Section 1401.
	 	Applicability of Article;
Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	77	 
	Section 1402.
	 	Defeasance and Discharge	 	 	77	 
	Section 1403.
	 	Covenant Defeasance	 	 	78	 






iii




 









 





	 	 	 	 	 	 	 
	Section 1404.
	 	Conditions to Defeasance or Covenant Defeasance	 	 	78	 
	Section 1405.
	 	Deposited Money and Government
Obligations to be Held in Trust; Other Miscellaneous Provisions	 	 	80	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES	 	 	81	 
	Section 1501.
	 	Purposes for which Meetings may be Called	 	 	81	 
	Section 1502.
	 	Call, Notice and Place of Meetings	 	 	81	 
	Section 1503.
	 	Persons Entitled to Vote at Meetings	 	 	81	 
	Section 1504.
	 	Quorum; Action	 	 	81	 
	Section 1505.
	 	Determination of Voting Rights;
Conduct and Adjournment of Meetings	 	 	83	 
	Section 1506.
	 	Counting Votes and Recording Action of Meetings	 	 	83	 
	Section 1507.
	 	Evidence of Action Taken by Holders	 	 	84	 
	Section 1508.
	 	Proof of Execution of Instruments	 	 	84	 






iv