Exhibit 4.46


	
   

  



 


 


CENTRAL ILLINOIS PUBLIC SERVICE COMPANY


 


AND


 


[                         ]


 


TRUSTEE


 






 


INDENTURE


 


 


DATED AS OF [                         ]
1, 20[    ]


 


	
   

  



 

















 


CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE
INDENTURE OF THE PROVISIONS INSERTED CORRELATIVE TO SECTIONS 310 THROUGH
318(a), INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939


 


	
  Trust
  Indenture Act

  	
   

  	
   

  	
  Indenture

  
	
  Section

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310 

  	
  (a) (1)

  	
   

  	
   

  	
  9.09

  
	
   

  	
  (a) (2)

  	
   

  	
   

  	
  9.09

  
	
   

  	
  (a) (3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a) (4)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a) (5)

  	
   

  	
   

  	
  9.09

  
	
   

  	
  (b)

  	
   

  	
   

  	
  9.08

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  311 

  	
  (a)

  	
   

  	
   

  	
  9.14

  
	
   

  	
  (b)

  	
   

  	
   

  	
  9.14

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  312 

  	
  (a)

  	
   

  	
   

  	
  7.01 and 7.02(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.02(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.02(c)

  
	
  313 

  	
  (a)

  	
   

  	
   

  	
  7.04(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.04(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.04(d)

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.04(c)

  
	
  314 

  	
  (a)

  	
   

  	
   

  	
  7.03 and 6.06

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.05

  
	
   

  	
  (c) (1)

  	
   

  	
   

  	
  1.03 and 15.05

  
	
   

  	
  (c) (2)

  	
   

  	
   

  	
  1.03 and 15.05

  
	
   

  	
  (c) (3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
   

  	
  1.03 and 4.06

  
	
   

  	
  (e)

  	
   

  	
   

  	
  15.05(b)

  
	
   

  	
  (f)

  	
   

  	
   

  	
  Not Applicable

  
	
  315 

  	
  (a)

  	
   

  	
   

  	
  9.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  8.08

  
	
   

  	
  (c)

  	
   

  	
   

  	
  9.01(a)

  
	
   

  	
  (d)

  	
   

  	
   

  	
  9.01(b)

  
	
   

  	
  (e)

  	
   

  	
   

  	
  8.09

  
	
  316 

  	
  (a)

  	
   

  	
   

  	
  8.07 and 10.04

  
	
   

  	
  (b)

  	
   

  	
   

  	
  8.04(b) and 13.02

  
	
   

  	
  (c)

  	
   

  	
   

  	
  10.06

  
	
  317 

  	
  (a) (1)

  	
   

  	
   

  	
  8.02(b)

  
	
   

  	
  (a) (2)

  	
   

  	
   

  	
  8.02(c)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  5.02 and 6.04

  
	
  318 

  	
  (a)

  	
   

  	
   

  	
  15.07

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  General

  	
   

  	
  1

  
	
  Section 1.02

  	
  Trust Indenture Act

  	
   

  	
  2

  
	
  Section 1.03

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORM, ISSUE, EXECUTION, REGISTRATION AND

  	
   

  	
   

  
	
  EXCHANGE OF NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Forms Generally

  	
   

  	
  6

  
	
  Section 2.02

  	
  Form Of Trustee’s Certificate Of Authentication

  	
   

  	
  6

  
	
  Section 2.03

  	
  Amount Unlimited

  	
   

  	
  6

  
	
  Section 2.04

  	
  Denominations, Dates, Interest Payment And Record
  Dates

  	
   

  	
  6

  
	
  Section 2.05

  	
  Execution, Authentication, Delivery And Dating

  	
   

  	
  7

  
	
  Section 2.06

  	
  Exchange And Registration Of Transfer Of Notes

  	
   

  	
  10

  
	
  Section 2.07

  	
  Mutilated, Destroyed, Lost Or Stolen Notes

  	
   

  	
  11

  
	
  Section 2.08

  	
  Temporary Notes

  	
   

  	
  12

  
	
  Section 2.09

  	
  Cancellation Of Notes Paid, Etc.

  	
   

  	
  12

  
	
  Section 2.10

  	
  Interest Rights Preserved

  	
   

  	
  12

  
	
  Section 2.11

  	
  Special Record Date

  	
   

  	
  12

  
	
  Section 2.12

  	
  Payment Of Notes

  	
   

  	
  13

  
	
  Section 2.13

  	
  Notes Issuable In The Form Of A Global Note

  	
   

  	
  14

  
	
  Section 2.14

  	
  CUSIP and ISIN Numbers

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Applicability Of Article

  	
   

  	
  16

  
	
  Section 3.02

  	
  Notice Of Redemption; Selection Of Notes

  	
   

  	
  16

  
	
  Section 3.03

  	
  Payment Of Notes On Redemption; Deposit Of
  Redemption Price

  	
   

  	
  17

  



 


i

















 


	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Applicability of Article

  	
   

  	
  18

  
	
  Section 4.02

  	
  Satisfaction of Sinking Fund Payments with Notes

  	
   

  	
  18

  
	
  Section 4.03

  	
  Redemption of Notes for Sinking Fund

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  19

  
	
  Section 5.02

  	
  Application of Trust Funds; Indemnification

  	
   

  	
  20

  
	
  Section 5.03

  	
  Legal Defeasance

  	
   

  	
  20

  
	
  Section 5.04

  	
  Covenant Defeasance

  	
   

  	
  22

  
	
  Section 5.05

  	
  Repayment to Company

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTICULAR COVENANTS OF THE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Payment Of Principal And Interest

  	
   

  	
  23

  
	
  Section 6.02

  	
  Offices For Payments, Etc.

  	
   

  	
  23

  
	
  Section 6.03

  	
  Appointment To Fill A Vacancy In Office Of Trustee

  	
   

  	
  24

  
	
  Section 6.04

  	
  Provision As To Paying Agent

  	
   

  	
  24

  
	
  Section 6.05

  	
  Corporate Existence

  	
   

  	
  25

  
	
  Section 6.06

  	
  Certificates And Notice To Trustee

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTEHOLDER LISTS AND REPORTS BY

  	
   

  	
   

  
	
  THE COMPANY AND THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Company To Furnish Noteholder Lists

  	
   

  	
  25

  
	
  Section 7.02

  	
  Preservation and Disclosure of Noteholder Lists

  	
   

  	
  26

  
	
  Section 7.03

  	
  Reports By The Company

  	
   

  	
  27

  
	
  Section 7.04

  	
  Reports By The Trustee

  	
   

  	
  28

  



 


ii

















 


	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES OF THE TRUSTEE AND NOTEHOLDERS

  	
   

  	
   

  
	
  ON EVENTS OF DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Events Of Default

  	
   

  	
  28

  
	
  Section 8.02

  	
  Collection Of Indebtedness By Trustee; Trustee
  May Prove Debt

  	
   

  	
  30

  
	
  Section 8.03

  	
  Application Of Proceeds

  	
   

  	
  32

  
	
  Section 8.04

  	
  Limitations On Suits By Noteholders

  	
   

  	
  33

  
	
  Section 8.05

  	
  Suits For Enforcement

  	
   

  	
  33

  
	
  Section 8.06

  	
  Powers And Remedies Cumulative; Delay Or Omission
  Not Waiver Of Default

  	
   

  	
  34

  
	
  Section 8.07

  	
  Direction of Proceedings and Waiver of Defaults By
  Majority of Noteholders

  	
   

  	
  34

  
	
  Section 8.08

  	
  Notice of Default

  	
   

  	
  35

  
	
  Section 8.09

  	
  Undertaking To Pay Costs

  	
   

  	
  35

  
	
  Section 8.10

  	
  Restoration of Rights on Abandonment of Proceedings

  	
   

  	
  35

  
	
  Section 8.11

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Duties and Responsibilities of Trustee

  	
   

  	
  36

  
	
  Section 9.02

  	
  Reliance on Documents, Opinions, Etc.

  	
   

  	
  37

  
	
  Section 9.03

  	
  No Responsibility For Recitals, Etc.

  	
   

  	
  38

  
	
  Section 9.04

  	
  Trustee, Authenticating Agent, Paying Agent Or
  Registrar May Own Notes

  	
   

  	
  38

  
	
  Section 9.05

  	
  Moneys To Be Held In Trust

  	
   

  	
  38

  
	
  Section 9.06

  	
  Compensation And Expenses Of Trustee

  	
   

  	
  38

  
	
  Section 9.07

  	
  Officers’ Certificate As Evidence

  	
   

  	
  39

  
	
  Section 9.08

  	
  Conflicting Interest Of Trustee

  	
   

  	
  39

  
	
  Section 9.09

  	
  Existence And Eligibility Of Trustee

  	
   

  	
  39

  
	
  Section 9.10

  	
  Resignation Or Removal Of Trustee

  	
   

  	
  39

  
	
  Section 9.11

  	
  Appointment Of Successor Trustee

  	
   

  	
  40

  
	
  Section 9.12

  	
  Acceptance By Successor Trustee

  	
   

  	
  40

  
	
  Section 9.13

  	
  Succession By Merger, Etc.

  	
   

  	
  41

  
	
  Section 9.14

  	
  Limitations On Rights Of Trustee As A Creditor

  	
   

  	
  41

  
	
  Section 9.15

  	
  Authenticating Agent

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONCERNING THE NOTEHOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Action By Noteholders

  	
   

  	
  42

  



 


iii

















 


	
  Section 10.02

  	
  Proof Of Execution By Noteholders

  	
   

  	
  43

  
	
  Section 10.03

  	
  Persons Deemed Absolute Owners

  	
   

  	
  43

  
	
  Section 10.04

  	
  Company-Owned Notes Disregarded

  	
   

  	
  43

  
	
  Section 10.05

  	
  Revocation Of Consents; Future Holders Bound

  	
   

  	
  43

  
	
  Section 10.06

  	
  Record Date For Noteholder Acts

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTEHOLDERS’ MEETING

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Purposes Of Meetings

  	
   

  	
  44

  
	
  Section 11.02

  	
  Call Of Meetings By Trustee

  	
   

  	
  44

  
	
  Section 11.03

  	
  Call Of Meetings By Company Or Noteholders

  	
   

  	
  45

  
	
  Section 11.04

  	
  Qualifications For Voting

  	
   

  	
  45

  
	
  Section 11.05

  	
  Regulations

  	
   

  	
  45

  
	
  Section 11.06

  	
  Voting

  	
   

  	
  46

  
	
  Section 11.07

  	
  Rights Of Trustee Or Noteholders Not Delayed

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER, SALE, TRANSFER OR
  CONVEYANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Company May Consolidate, Etc. Only On Certain
  Terms

  	
   

  	
  46

  
	
  Section 12.02

  	
  Successor Corporation Substituted

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Supplemental Indentures Without Consent Of
  Noteholders

  	
   

  	
  47

  
	
  Section 13.02

  	
  Supplemental Indentures With Consent Of Noteholders

  	
   

  	
  48

  
	
  Section 13.03

  	
  Compliance With Trust Indenture Act; Effect Of
  Supplemental Indentures

  	
   

  	
  49

  
	
  Section 13.04

  	
  Notation On Notes

  	
   

  	
  49

  
	
  Section 13.05

  	
  Evidence Of Compliance Of Supplemental Indenture To
  Be Furnished Trustee

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IMMUNITY OF INCORPORATORS,

  	
   

  	
   

  
	
  STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Indenture And Notes Solely Corporate Obligations

  	
   

  	
  50

  



 


iv

















 


	
  ARTICLE XV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 15.01

  	
  Provisions Binding On Company’s Successors

  	
   

  	
  50

  
	
  Section 15.02

  	
  Official Acts By Successor Corporation

  	
   

  	
  50

  
	
  Section 15.03

  	
  Notices

  	
   

  	
  50

  
	
  Section 15.04

  	
  Governing Law

  	
   

  	
  50

  
	
  Section 15.05

  	
  Evidence Of Compliance With Conditions Precedent

  	
   

  	
  51

  
	
  Section 15.06

  	
  Business Days

  	
   

  	
  52

  
	
  Section 15.07

  	
  Trust Indenture Act To Control

  	
   

  	
  52

  
	
  Section 15.08

  	
  Table Of Contents, Headings, Etc.

  	
   

  	
  52

  
	
  Section 15.09

  	
  Execution In Counterparts

  	
   

  	
  52

  
	
  Section 15.10

  	
  Manner Of Mailing Notice To Noteholders

  	
   

  	
  52

  
	
  Section 15.11

  	
  Approval By Trustee Of Counsel

  	
   

  	
  53

  



 


v
















 


THIS INDENTURE, dated as of
[                            ]
1, 20[    ], between Central Illinois Public Service
Company, a corporation duly organized and existing under the laws of the State
of Illinois (the “COMPANY”), and
[                          ],
a national banking association, as trustee (the “TRUSTEE”).


 


W  I
T  N  E  S  S  E  T  H


 


WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the “Notes”), to be issued in one or more series as
in this Indenture provided; and


 


WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized;


 


NOW THEREFORE, THIS INDENTURE WITNESSETH:


 


That in order to declare the terms and conditions upon which the Notes are,
and are to be authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Notes by the Holders thereof
and of the sum of one dollar duly paid to it by the Trustee at the execution of
this Indenture, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee for the equal and proportionate benefit
of the respective Holders from time to time of the Notes or of any series
thereof, as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01           General.


 


(a)      The terms
defined in this Article I (whether or not capitalized and except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto or Company
Order (as hereinafter defined) shall have the respective meanings specified in
this Article I.


 


(b)     All accounting
terms used herein and not expressly defined herein shall have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States of America, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States of America at the date of such
computation; provided, that when two or more
principles are so generally accepted, it shall mean that set of principles
consistent with those in use by the Company.


 

















 


Section 1.02           Trust Indenture Act.


 


(a)      Whenever this
Indenture refers to a provision of the Trust Indenture Act of 1939 (the “TIA”),
such provision is incorporated by reference in and made a part of this
Indenture.


 


(b)     Unless otherwise
indicated, all terms used in this Indenture that are defined by the TIA,
defined by the TIA by reference to another statute or defined by a rule of
the Commission under the TIA shall have the meanings assigned to them in the
TIA or such statute or rule as in force on the date of execution of this
Indenture.


 


(c)      The Company and
the Trustee agree to comply with the TIA notwithstanding any exemption that may
be available thereunder.


 


Section 1.03           Definitions.  For purposes of this Indenture, the following
terms shall have the following meanings.


 


“AUTHENTICATING AGENT” shall mean any agent of the Trustee which shall
be appointed and acting pursuant to Section 9.15 hereof.


 


“AUTHORIZED AGENT” shall mean any agent of the Company designated as
such by an Officers’ Certificate delivered to the Trustee.


 


“BOARD OF DIRECTORS” shall mean the Board of Directors of the Company
or the Executive Committee of such Board or any other duly authorized committee
of such Board.


 


“BOARD RESOLUTION” shall mean a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“BUSINESS DAY” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions or trust companies in
the Borough of Manhattan, the City and State of New York, or in the city where
the corporate trust office of the Trustee is located, are obligated or authorized
by law or executive order to close, except as otherwise specified in a Company
Order pursuant to Section 2.05 hereof.


 


“COMMISSION” shall mean the United States Securities and Exchange
Commission, or if at any time hereafter the Commission is not existing or
performing the duties now assigned to it under the TIA, then the body
performing such duties.


 


“COMPANY” shall mean the corporation named as the “Company” in the
first paragraph of this Indenture, and its successors and assigns permitted
hereunder.


 


“COMPANY ORDER” shall mean a written order or certificate signed in the
name of the Company by one of the Chairman, the President, any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title “Vice President”), the Treasurer or an Assistant
Treasurer of the Company, and delivered to the Trustee.  At the 


 


2

















 


Company’s option, a Company Order may take the form of
a supplemental indenture to this Indenture.


 


“CORPORATE TRUST OFFICE OF THE TRUSTEE”, or other similar term, shall
mean the corporate trust office of the Trustee, at which at any particular time
its corporate trust business shall be principally administered, which office is
at the date of the execution of this Indenture located at
[                                                    ].


 


“DEBT” shall mean any outstanding funded obligations of the Company for
money borrowed, whether or not evidenced by notes, debentures, bonds or other
securities, reimbursement obligations under letters of credit, or guarantees of
any such obligations issued by another Person.


 


“DEPOSITARY” shall mean, unless otherwise specified in a Company Order
pursuant to Section 2.05 hereof, The Depository Trust Company, New York,
New York (“DTC”), or any successor thereto registered and qualified as a
clearing agency under the Securities Exchange Act of 1934, or other applicable
statute or regulation.


 


“EVENT OF DEFAULT” shall mean any event specified in Section 8.01
hereof, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.


 


“GLOBAL NOTE” shall mean a Note that, pursuant to Section 2.05
hereof, is delivered to the Depositary or pursuant to the instructions of the
Depositary and that shall be registered in the name of the Depositary or its
nominee.


 


“HOLDER”, “HOLDER OF NOTES” or “NOTEHOLDER” shall mean any Person in
whose name at the time a particular Note is registered on the books of the
Trustee kept for that purpose in accordance with the terms hereof.


 


“INDENTURE” shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms and provisions of a particular series of Notes established
pursuant to Section 2.05 hereof.


 


“INTEREST PAYMENT DATE”, when used with respect to any Note, shall mean
(a) each date designated as such for the payment of interest on such Note
specified in a Company Order pursuant to Section 2.05 hereof (provided
that the first Interest Payment Date for such Note, the Original Issue Date of
which is after a Regular Record Date but prior to the respective Interest
Payment Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date), (b) a date of Maturity of such Note and (c) only
with respect to defaulted interest on such Note, the date established by the
Trustee for the payment of such defaulted interest pursuant to Section 2.11
hereof.


 


“MATURITY,” when used with respect to any Note, shall mean the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity thereof or by declaration of
acceleration, redemption or otherwise.


 


3

















 


“NOTE” or “NOTES” has the meaning stated in the first recital of this
Indenture and more particularly means any note or notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.


 


“OFFICERS’ CERTIFICATE” when used with respect to the Company, shall
mean a certificate signed by one of the Chairman, the President, any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title “Vice President”), and by the Chief Financial
Officer, Treasurer, any Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company; provided, that no individual shall be entitled to
sign in more than one capacity.


 


“OPINION OF COUNSEL” shall mean an opinion in writing signed by legal
counsel, who may be an employee of the Company or an affiliate of the Company,
meeting the applicable requirements of Section 15.05 hereof. If the
Indenture requires the delivery of an Opinion of Counsel to the Trustee, the
text and substance of which has been previously delivered to the Trustee, the
Company may satisfy such requirement by the delivery by the legal counsel that
delivered such previous Opinion of Counsel of a letter to the Trustee to the
effect that the Trustee may rely on such previous Opinion of Counsel as if such
Opinion of Counsel was dated and delivered the date delivery of such Opinion of
Counsel is required. Any Opinion of Counsel may contain reasonable conditions
and qualifications satisfactory to the Trustee.


 


“ORIGINAL ISSUE DATE” shall mean for a Note, or portions thereof, the
date upon which it, or such portion, was issued by the Company pursuant to this
Indenture and authenticated by the Trustee (other than in connection with a
transfer, exchange or substitution).


 


“OUTSTANDING”, when used with reference to Notes, shall, subject to Section 10.04
hereof, mean, as of any particular time, all Notes authenticated and delivered
by the Trustee under this Indenture, except


 


(a)  Notes theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;


 


(b)  Notes, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Company), provided that if
such Notes are to be redeemed prior to the Stated Maturity thereof, notice of
such redemption shall have been given as provided in Article III, or
provisions satisfactory to the Trustee shall have been made for giving such
notice;


 


(c)  Notes, or portions thereof, that have been paid and
discharged or are deemed to have been paid and discharged pursuant to the
provisions of this Indenture; and


 


(d)  Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered, or which have been paid, pursuant
to Section 2.07 hereof.


 


“PERIODIC OFFERING” means an offering of Notes of a series from time to
time the specific terms of which Notes, including without limitation the rate
or rates of interest, if any, thereon, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with 


 


4

















 


respect thereto, are to be determined by the Company
or its agents upon the issuance of such Notes.


 


“PERSON” shall mean any individual, corporation, company partnership,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government or any agent or political
subdivision thereof.


 


“PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY” shall mean 607 East Adams
Street, Springfield, Illinois, or such other place where the main corporate
offices of the Company are located as designated in writing to the Trustee by
an Authorized Agent.


 


“REGULAR RECORD DATE” shall mean, unless otherwise specified in a
Company Order pursuant to Section 2.05 hereof, for an Interest Payment
Date for a particular Note (except for an Interest Payment Date with respect to
defaulted interest on such Note) (a) the fifteenth day next preceding each
Interest Payment Date (unless the Interest Payment Date is the date of Maturity
of such Note, in which event, the Regular Record Date shall be as described in
clause (b) hereof) and (b) the date of Maturity of such Note.


 


“RESPONSIBLE OFFICER” or “RESPONSIBLE OFFICERS” when used with respect
to the Trustee shall mean one or more of the following: any assistant vice
president, any assistant treasurer, any trust officer, any assistant trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


“SPECIAL RECORD DATE” shall mean, with respect to any Note, the date
established by the Trustee in connection with the payment of defaulted interest
on such Note pursuant to Section 2.11 hereof.


 


“STATED MATURITY” shall mean with respect to any Note, the last date on
which principal on such Note becomes due and payable as therein or herein
provided, other than by declaration of acceleration or by redemption.


 


“SUBSIDIARY” shall mean, as to any Person, any corporation or other
entity of which at least a majority of the securities or other ownership
interest having ordinary voting power (absolutely or contingently) for the
election of directors or other Persons performing similar functions are at the
time owned directly or indirectly by such Person.


 


“TRUSTEE” shall mean
[                                ]
and, subject to Article IX, shall also include any successor Trustee.


 


“U.S. GOVERNMENT OBLIGATIONS” shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or obligations of a
person controlled or supervised by and acting as an agency or instrumentality
thereof for the payment of which obligations or guarantee the full faith and
credit of the United States is pledged or (ii) certificates or receipts
representing direct ownership interests in obligations or specified portions
(such as principal or interest) of 


 


5

















 


obligations described in clause (i) above, which
obligations are held by a custodian in safekeeping in a manner satisfactory to
the Trustee.


 


ARTICLE II


 


FORM,
ISSUE, EXECUTION, REGISTRATION AND

EXCHANGE OF NOTES


 


Section 2.01           Forms Generally.


 


(a)      The Notes shall
be in such form as shall be established by a Company Order pursuant to Section 2.05(c) hereof
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with applicable rules of any
securities exchange or of the Depositary or with applicable law or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of such Notes.


 


(b)     The definitive
Notes shall be typed, printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.


 


Section 2.02           Form Of Trustee’s Certificate Of
Authentication.  The Trustee’s
certificate of authentication on all Notes shall be in substantially the
following form:


 


Trustee’s Certificate of Authentication


 


This Note is one of the Notes of the series herein designated,
described or provided for in the within-mentioned Indenture.


 


	
   

  	
  [                            ],
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


Section 2.03           Amount Unlimited.  The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is unlimited, subject
to compliance with the provisions of this Indenture.


 


Section 2.04           Denominations, Dates, Interest Payment
And Record Dates.


 


(a)      The Notes of
each series shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount or
amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indentures supplemental
hereto; provided, that the principal amount of a Global Note shall not exceed
$500,000,000 unless otherwise permitted by the Depositary.


 


6

















 


(b)     Each Note shall
be dated and issued as of the date of its authentication by the Trustee, and
shall bear an Original Issue Date; each Note issued upon transfer, exchange or
substitution of a Note shall bear the Original Issue Date or Dates of such
transferred, exchanged or substituted Note, subject to the provisions of Section 2.13(d) hereof.


 


(c)      Each Note shall
accrue interest from the later of (1) its Original Issue Date or the date
specified in such Note and (2) the most recent date to which interest has
been paid or duly provided for with respect to such Note until the principal of
such Note is paid or made available for payment, and interest on each Note
shall be payable on each Interest Payment Date after the Original Issue Date.


 


(d)     Each Note shall
mature on a Stated Maturity specified in the Note. The principal amount of each
outstanding Note shall be payable on the Stated Maturity date specified
therein.


 


(e)      Unless otherwise
specified in a Company Order pursuant to Section 2.05 hereof, interest on
each of the Notes shall be calculated on the basis of a 360-day year of twelve
30-day months (and for any partial periods shall be calculated on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months) and shall
be computed at a fixed rate until the Stated Maturity of such Notes. The method
of computing interest on any Notes not bearing a fixed rate of interest shall
be set forth in a Company Order pursuant to Section 2.05 hereof. Unless
otherwise specified in a Company Order pursuant to Section 2.05 hereof,
principal, interest and premium on the Notes shall be payable in the currency
of the United States.


 


(f)      Except as
provided in the following sentence, the Person in whose name any Note is
registered at the close of business on any Regular Record Date or Special Record
Date with respect to an Interest Payment Date for such Note shall be entitled
to receive the interest payable on such Interest Payment Date notwithstanding
the cancellation of such Note upon any registration of transfer, exchange or
substitution of such Note subsequent to such Regular Record Date or Special
Record Date and prior to such Interest Payment Date. Any interest payable at
Maturity shall be paid to the Person to whom the principal of such Note is
payable.


 


(g)     So long as the
Trustee is the registrar and paying agent, the Trustee shall, as soon as
practicable but no later than the Regular Record Date preceding each applicable
Interest Payment Date, provide to the Company a list of the principal, interest
and premium to be paid on Notes on such Interest Payment Date.  The Trustee shall assume responsibility for
withholding taxes on interest paid as required by law except with respect to
any Global Note.


 


Section 2.05           Execution, Authentication, Delivery And
Dating.


 


(a)      The Notes shall
be executed on behalf of the Company by one of its Chairman, President, any
Vice President (whether or not designated by a number or numbers or a word or
words added before or after the title “Vice President”), its Treasurer or an
Assistant Treasurer of the Company and attested by the Secretary or an
Assistant Secretary of the Company. The signature of any of these officers on
the Notes may be manual or facsimile. 
Typographical and other minor errors or defects in any such signature
shall not affect the validity or enforceability of any Note that has been duly
authenticated and delivered by the Trustee.


 


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(b)     Notes bearing the manual or
facsimile signatures of individuals who were at the time of execution 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 Notes or did not hold such offices at the
date of such Notes.


 


(c)      At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Notes of any series executed by the Company to the Trustee for authentication,
together with or preceded by one or more Company Orders for the authentication
and delivery of such Notes, and the Trustee in accordance with any such Company
Order shall authenticate and make available for delivery such Notes; provided,
however, that, with respect to Notes of a series subject to a Periodic
Offering, (A) such Company Order may be delivered by the Company to the
Trustee prior to the delivery to the Trustee of such Notes for authentication
and delivery, (B) the Trustee shall authenticate and deliver Notes of such
series for original issue from time to time, in an aggregate principal amount
not exceeding the aggregate principal amount established for such series, all
pursuant to a further Company Order or pursuant to such procedures acceptable
to the Trustee as may be specified from time to time by such further Company
Order, (C) the Stated Maturity or Maturities, Original Issue Date or
Dates, interest rate or rates and any other terms of Notes of such series shall
be determined by such further Company Order or pursuant to such procedures and (D) if
provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from
the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing. Such Company Order shall specify the
following with respect to each series of Notes: (i) the title of the Notes
of such series (which shall distinguish the Notes of such series from Notes of
all other series) and any limitations on the aggregate principal amount of the
Notes to be issued as part of such series, (ii) the Original Issue Date
for such series, (iii) the Stated Maturity of Notes of such series, (iv) the
interest rate or rates, or method of calculation of such rate or rates, for
such series and the date from which such interest will accrue, (v) the
terms, if any, regarding the optional or mandatory redemption of such series,
including redemption date or dates of such series, if any, and the price or
prices applicable to such redemption, (vi) whether or not the Notes of
such series shall be issued in whole or in part in the form of a Global Note
and, if so, the Depositary for such Global Note if not DTC, (vii) the form
of the Notes of such series, (viii) the maximum annual interest rate, if
any, of the Notes permitted for such series, (ix) the period or periods
within which, the price or prices at which and the terms and conditions upon
which such series may be repaid, in whole or in part, at the option of the
Holder thereof, (x) the establishment of any office or agency pursuant to Section 6.02
hereof, (xi) any Events of Default, in addition to those specified in Section 8.01
hereof, with respect to the Notes of such series, and any covenants of the
Company for the benefit of the Holders of the Notes of such series in addition
to those set forth in Articles VI and XII hereof, (xii) the terms, if any,
pursuant to which the Notes of such series may be converted into or exchanged
for shares of capital stock or other securities of the Company, and (xiii) any
other terms of such series not inconsistent with this Indenture.  With respect to Notes of a series subject to
a Periodic Offering, such Company Order may provide general terms or parameters
for Notes of such series and provide either that the specific terms of
particular Notes of such series shall be specified in a further Company Order
or that such terms shall be determined by the Company or its agents in
accordance with such further Company Order as contemplated by the proviso of
the first sentence of this Section 2.05(c).  Prior to authenticating Notes of any series,
and in accepting the additional responsibilities under this Indenture in


 


8

















 


relation to such Notes,
the Trustee shall receive from the Company the following at or before the
issuance of such series of Notes, and (subject to Section 9.01 hereof)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked prior to such issuance:


 


(1)          A
Board Resolution authorizing such Company Order or Orders and, if the form of
Notes is established by a Board Resolution or a Company Order pursuant to a
Board Resolution, a copy of such Board Resolution;


 


(2)          At
the option of the Company, either an Opinion of Counsel or a letter addressed
to the Trustee permitting it to rely on an Opinion of Counsel, stating
substantially the following subject to customary qualifications and exceptions:


 


(A)  if the form of such Notes has
been established by or pursuant to a Board Resolution, a Company Order pursuant
to a Board Resolution, or in a supplemental indenture as permitted by Section 2.01
hereof, that such form has been established in conformity with this Indenture;


 


(B)   that this Indenture has been
duly authorized, executed and delivered by the Company and constitutes a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding at law or in equity) and by an
implied covenant of reasonableness, good faith and fair dealing;


 


(C)   that this Indenture is
qualified to the extent necessary under the TIA or, if not so required, that
this Indenture is not required to be qualified under the TIA;


 


(D)  that such Notes have been duly
authorized and executed by the Company, and when authenticated by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding at law or in equity) and by an
implied covenant of reasonableness, good faith and fair dealing;


 


(E)   that the issuance of such
Notes will not result in any default under this Indenture;


 


(F)   that all consents or approvals
of the Commission (or any successor agency) or any other federal or state
regulatory agency required in connection with the Company’s execution and
delivery of this Indenture and such 


 


9

















 


Notes
have been obtained and are in full force and effect (except that no statement
need be made with respect to state securities laws); and


 


(G)   that all conditions that must
be met by the Company to issue Notes under this Indenture have been met.


 


(3)          An
Officers’ Certificate stating that (i) the Company is not, and upon the
authentication by the Trustee of such Notes, will not be in default under any
of the terms or covenants contained in this Indenture and (ii) all conditions
that must be met by the Company to issue Notes under this Indenture have been
met.


 


(d)     No Note shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Trustee by the manual signature of an
authorized officer, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.


 


(e)      If all Notes of a series are not to
be authenticated and issued at one time in connection with a Periodic Offering,
the Company shall not be required to deliver the Company Order, Board
Resolution, Officers’ Certificate and Opinion of Counsel (including any of the
foregoing that would be otherwise required pursuant to Section 15.05
hereof) described in Section 2.05(c) hereof at or prior to the
authentication of each Note of such series, if such items are delivered at or
prior to the time of authentication of the first Note of such series to be
authenticated and issued.


 


Section 2.06           Exchange And Registration Of
Transfer Of Notes.


 


(a)      Subject to Section 2.13
hereof, Notes of any series may be exchanged for one or more new Notes of the
same series of any authorized denominations and of a like aggregate principal
amount, series and Stated Maturity and having the same terms and Original Issue
Date.  Notes to be exchanged shall be surrendered
at any of the offices or agencies to be maintained pursuant to Section 6.02
hereof, and the Trustee shall authenticate and deliver in exchange therefor the
Note or Notes of such series which the Noteholder making the exchange shall be
entitled to receive.


 


(b)     The Trustee shall keep, at one of
said offices or agencies, a register or registers in which, subject to such
reasonable regulations as it may prescribe, the Trustee shall register or cause
to be registered Notes and shall register or cause to be registered the
transfer of Notes as in this Article II provided. Such register shall be
in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times, such register shall be
open for inspection by the Company. Upon due presentment for registration of
transfer of any Note at any such office or agency, the Company shall execute
and the Trustee shall register, authenticate and deliver in the name of the
transferee or transferees one or more new Notes of any authorized denominations
and of a like aggregate principal amount, series and Stated Maturity and having
the same terms and Original Issue Date.


 


10

















 


(c)      All Notes presented for registration
of transfer or for exchange, redemption or payment shall be duly endorsed by,
or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee and duly executed by the Holder or
the attorney in fact of such Holder duly authorized in writing.


 


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


 


(e)      The Trustee shall not be required
to exchange or register the transfer of any Notes selected, called or being
called for redemption (including Notes, if any, redeemable at the option of the
Holder provided such Notes are then redeemable at such Holder’s option) except,
in the case of any Note to be redeemed in part, the portion thereof not to be
so redeemed.


 


(f)      If the principal amount, and
applicable premium, of part, but not all of a Global Note is paid, then upon surrender
to the Trustee of such Global Note, the Company shall execute, and the Trustee
shall authenticate, deliver and register, a Global Note in an authorized denomination
in aggregate principal amount equal to, and having the same terms, Original
Issue Date and series as, the unpaid portion of such Global Note.


 


Section 2.07           Mutilated, Destroyed, Lost Or
Stolen Notes.


 


(a)      If any temporary or definitive Note
shall become mutilated or be destroyed, lost or stolen, the Company shall
execute, and upon its written request the Trustee shall authenticate and
deliver, a new Note of like form and principal amount and having the same terms
and Original Issue Date and bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen. In every case the
applicant for a substituted Note shall furnish to the Company, the Trustee and
any paying agent or Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft of a Note, the applicant shall also furnish to the
Company and to the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.


 


(b)     The Trustee shall authenticate any
such substituted Note and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Note, 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 connected therewith. If any Note which has
matured, is about to mature, has been redeemed or called for redemption shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substituted Note, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Note) if the applicant for
such payment shall furnish to the Company, the Trustee and any paying agent or
Authenticating Agent such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and the Trustee of the destruction, loss or theft
of such Note and of the ownership thereof.


 


11

















 


(c)      Every substituted Note issued
pursuant to this Section 2.07 by virtue of the fact that any Note is
mutilated, destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not such destroyed, lost or stolen Note
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder. All Notes shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes and shall preclude to the full extent permitted by applicable law any and
all other rights or remedies with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


 


Section 2.08           Temporary Notes.  Pending
the preparation of definitive Notes of any series, the Company may execute and
the Trustee shall authenticate and deliver temporary Notes (printed,
lithographed or otherwise reproduced). Temporary Notes shall be issuable in any
authorized denomination and substantially in the form of the definitive Notes
but with such omissions, insertions and variations as may be appropriate for
temporary Notes, all as may be determined by the Company. Every such temporary
Note shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Notes. Without unreasonable delay the Company shall execute and shall deliver
to the Trustee definitive Notes of such series and thereupon any or all
temporary Notes of such series shall be surrendered in exchange therefor at the
corporate trust office of the Trustee, and the Trustee shall authenticate,
deliver and register in exchange for such temporary Notes an equal aggregate
principal amount of definitive Notes of such series. Such exchange shall be
made by the Company at its own expense and without any charge therefor to the
Noteholders. Until so exchanged, the temporary Notes of such series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Notes of such series authenticated and delivered hereunder.


 


Section 2.09           Cancellation Of Notes Paid, Etc.  All Notes surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall be surrendered
to the Trustee for cancellation and promptly cancelled by it and no Notes shall
be issued in lieu thereof except as expressly permitted by this Indenture. The
Company shall surrender to the Trustee any Notes so acquired by it and such
Notes shall be cancelled by the Trustee. 
No Notes shall be authenticated in lieu of or in exchange for any Notes
so cancelled.


 


Section 2.10           Interest Rights Preserved.  Each Note delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Note shall carry all the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Note, and each such Note shall be so dated that neither gain nor
loss of interest shall result from such transfer, exchange or substitution.


 


Section 2.11           Special Record Date.  If and to the extent that the Company fails
to make timely payment or provision for timely payment of interest on any
series of Notes (other than on an Interest Payment Date that is a Maturity
date), that interest shall cease to be payable to the Persons who were the
Noteholders of such series at the applicable Regular Record Date. In that
event, when moneys become available for payment of the interest, the Trustee
shall (a) establish a date of payment of such interest and a Special
Record Date for the payment of that


 


12

















 


 interest, which Special Record Date shall be
not more than 15 or fewer than 10 days prior to the date of the proposed
payment and (b) mail notice of the date of payment and of the Special
Record Date not fewer than 10 days preceding the Special Record Date to each
Noteholder of such series at the close of business on the 15th day preceding
the mailing at the address of such Noteholder, as it appeared on the register
for the Notes. On the day so established by the Trustee, the interest shall be
payable to the Holders of the applicable Notes at the close of business on the
Special Record Date.


 


Section 2.12           Payment Of Notes.  Payment of the principal of and interest and
premium on all Notes shall be payable as follows:


 


(a)      On or before 9:30 a.m., New
York City time, or such other time as shall be agreed upon between the Trustee
and the Company, of the day on which payment of principal, interest and premium
is due on any Global Note pursuant to the terms thereof, the Company shall
deliver to the Trustee funds available on such date sufficient to make such
payment, by wire transfer of immediately available funds or by instructing the
Trustee to withdraw sufficient funds from an account maintained by the Company
with the Trustee or such other method as is acceptable to the Trustee.  On or before 12:00 noon, New York City time,
or such other time as shall be agreed upon between the Trustee and the Depositary,
of the day on which any payment of interest is due on any Global Note (other
than at Maturity), the Trustee shall pay to the Depositary such interest in
same day funds.  On or before 1:00 p.m.,
New York City time or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which principal, interest payable at
Maturity and premium, if any, is due on any Global Note, the Trustee shall
deposit with the Depositary the amount equal to the principal, interest payable
at Maturity and premium, if any, by wire transfer into the account specified by
the Depositary. As a condition to the payment, at Maturity, of any part of the
principal of, interest on, and applicable premium of any Global Note, the
Depositary shall surrender, or cause to be surrendered, such Global Note to the
Trustee, whereupon a new Global Note shall be issued to the Depositary pursuant
to Section 2.06(f) hereof.


 


(b)     With respect to any Note that is not
a Global Note, principal, applicable premium and interest due at the Maturity
of the Note shall be payable in immediately available funds when due upon
presentation and surrender of such Note at the corporate trust office of the
Trustee or at the authorized office of any paying agent in the Borough of Manhattan,
The City and State of New York. Interest on any Note that is not a Global Note
(other than interest payable at Maturity) shall be paid by check payable in
clearinghouse funds mailed to the Holder thereof at such Holder’s address as it
appears on the register; provided that if the Trustee receives a written
request from any Holder of Notes, the aggregate principal amount of which
having the same Interest Payment Date equals or exceeds $10,000,000, on or
before the applicable Regular Record Date for such Interest Payment Date,
interest on such Note shall be paid by wire transfer of immediately available
funds to a bank within the continental United States designated by such Holder
in its request or by direct deposit into the account of such Holder designated
by such Holder in its request if such account is maintained with the Trustee or
any paying agent.


 


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Section 2.13           Notes Issuable In The Form Of
A Global Note.


 


(a)      If the Company shall establish
pursuant to Section 2.05 hereof that the Notes of a particular series are
to be issued in the form of one or more Global Notes, then the Company shall
execute and the Trustee shall, in accordance with Section 2.05 hereof and
the Company Order delivered to the Trustee thereunder, authenticate and deliver
such Global Note or Notes, which, unless otherwise specified in such Company
Order, (i) shall represent, shall be denominated in an amount equal to the
aggregate principal amount of, and shall have the same terms as, the
outstanding Notes of such series to be represented by such Global Note or
Notes, (ii) shall be registered in the name of the Depositary or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect: “This Note is a Global Note registered
in the name of the Depositary (referred to herein) or a nominee thereof and,
unless and until it is exchanged in whole for the individual Notes represented
hereby as provided in the Indenture referred to below, this Global Note may not
be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this
Global Note is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York), to the Trustee for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful since the registered owner
hereof, Cede & Co., has an interest herein” or such other legend as
may be required by the rules and regulations of the Depositary.


 


(b)           (i)            If at any time the Depositary for a
Global Note notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Note or if at any time the Depositary for the Global
Note shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934 or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to such Global Note. If a
successor Depositary for such Global Note is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company’s election pursuant to Section 2.05(c)(vi) hereof
shall no longer be effective with respect to the series of Notes evidenced by
such Global Note and the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Notes of
such series in exchange for such Global Note, shall authenticate and deliver,
individual Notes of such series of like tenor and terms in definitive form in
an aggregate principal amount equal to the principal amount of such Global Note
in exchange for such Global Note. The Trustee shall not be charged with
knowledge or notice of the ineligibility of a Depositary unless a Responsible
Officer shall have actual knowledge thereof.


 


(ii)           (A)          The Company may at any time and in its
sole discretion determine that all outstanding (but not less than all) Notes of
a series issued or issuable in the form of one or more Global Notes shall no
longer be represented by such Global Note or Notes. In such event the Company
shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes in exchange for such Global
Note, shall 


 


14

















 


authenticate and deliver individual Notes of like tenor and
terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Note or Notes in exchange for such Global Note
or Notes.


 


(B)           Within
seven days after the occurrence of an Event of Default with respect to any
series of Global Notes, the Company shall execute, and the Trustee shall
authenticate and deliver, Notes of such series in definitive registered form in
any authorized denominations and in aggregate principal amount equal to the
principal amount of such Global Notes in exchange for such Global Notes.


 


(iii)          In
any exchange provided for in any of the preceding two paragraphs, the Company
will execute and the Trustee will authenticate and deliver individual Notes in
definitive registered form in authorized denominations. Upon the exchange of a
Global Note for individual Notes, such Global Note shall be cancelled by the
Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Notes to the Depositary for delivery to the persons in whose
names such Notes are so registered, or if the Depositary shall refuse or be
unable to deliver such Notes, the Trustee shall deliver such Notes to the
persons in whose names such Notes are registered, unless otherwise agreed upon
between the Trustee and the Company, in which event the Company shall cause the
Notes to be delivered to the persons in whose names such Notes are registered.


 


(c)      Neither the Company, the Trustee, any
Authenticating Agent nor any paying agent shall have any responsibility or
liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.


 


(d)     Pursuant to the provisions of this
subsection, at the option of the Trustee (subject to Section 2.04(a) hereof)
and upon 30 days’ written notice to the Depositary but not prior to the first Interest
Payment Date of the respective Global Notes, the Depositary shall be required
to surrender any two or more Global Notes which have identical terms,
including, without limitation, identical maturities, interest rates and
redemption provisions (but which may have differing Original Issue Dates) to
the Trustee, and the Company shall execute and the Trustee shall authenticate
and deliver to, or at the direction of, the Depositary a Global Note in
principal amount equal to the aggregate principal amount of, and with all terms
identical to, the Global Notes surrendered thereto and that shall indicate each
applicable Original Issue Date and the principal amount applicable to each such
Original Issue Date. The exchange contemplated in this subsection shall be
consummated at least 30 days prior to any Interest Payment Date applicable to
any of the Global Notes surrendered to the Trustee. Upon any exchange of any
Global Note with two or more Original Issue Dates, whether pursuant to this Section or
pursuant to Section 2.06 or Section 3.03 hereof, the aggregate
principal amount of the Notes with a particular Original Issue Date shall be
the same before and after such exchange, after giving effect to any retirement
of Notes and the Original Issue Dates applicable to such Notes occurring in
connection with such exchange.


 


15

















 


Section 2.14           CUSIP
and ISIN Numbers.  The Company in issuing Notes may use “CUSIP”
or “ISIN” numbers (if then generally in use) and, if so used, the Trustee shall
use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to
holders of Notes; provided, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly notify
the Trustee of any change in the “CUSIP” or “ISIN” numbers.


 


ARTICLE III



REDEMPTION OF NOTES


 


Section 3.01           Applicability Of Article.  Such of the Notes of any series as are, by
their terms, redeemable prior to their Stated Maturity at the option of the
Company, may be redeemed by the Company at such times, in such amounts and at
such prices as may be specified therein and in accordance with the provisions
of this Article III.


 


Section 3.02           Notice Of Redemption; Selection Of
Notes.


 


(a)      The election of the Company to
redeem any Notes shall be evidenced by a Board Resolution which shall be given
with notice of redemption to the Trustee at least 45 days (or such shorter
period acceptable to the Trustee in its sole discretion) prior to the
redemption date specified in such notice.


 


(b)     Notice of redemption to each Holder
of Notes to be redeemed as a whole or in part shall be given by the Trustee, in
the manner provided in Section 15.10 hereof, no less than 30 or more than
60 days prior to the date fixed for redemption. Any notice which is given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Noteholder receives the notice. In any case, failure
duly to give such notice, or any defect in such notice, to the Holder of any
Note designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Note.


 


(c)      Each such notice shall identify the
Notes to be redeemed (including “CUSIP” or “ISIN” numbers) and shall specify
the date fixed for redemption, the places of redemption and the redemption
price (or the method for calculation thereof) at which such Notes are to be
redeemed, and shall state that (subject to subsection (e) of this section)
payment of the redemption price of such Notes or portion thereof to be redeemed
will be made upon surrender of such Notes at such places of redemption, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice, and that from and after such date interest thereon shall cease to
accrue. If less than all of a series of Notes having the same terms are to be
redeemed, the notice shall specify the Notes or portions thereof to be
redeemed. If any Note is to be redeemed in part only, the notice which relates
to such Note shall state the portion of the principal amount thereof to be
redeemed, and shall state that, upon surrender of such Note, a new Note or
Notes having the same terms in aggregate principal amount equal to the
unredeemed portion thereof will be issued.


 


16
















 


(d)     Unless otherwise provided by a
Company Order under Section 2.05 hereof, if less than all of a series of
Notes is to be redeemed, the Trustee shall select in such manner as it shall
deem appropriate and fair in its discretion the particular Notes to be redeemed
in whole or in part and shall thereafter promptly notify the Company in writing
of the Notes so to be redeemed. If less than all of a series of Notes
represented by a Global Note is to be redeemed, the particular Notes or
portions thereof of such series to be redeemed shall be selected by the
Depositary for such series of Notes in such manner as the Depositary shall
determine. Notes shall be redeemed only in denominations of $1,000, or such
other denominations authorized by a Company Order pursuant to Section 2.05
hereof, provided that any remaining principal amount of a Note redeemed in part
shall be a denomination authorized under this Indenture.


 


(e)      If at the time of the mailing of
any notice of redemption at the option of the Company, the Company shall not
have irrevocably directed the Trustee to apply funds then on deposit with the
Trustee or held by it and available to be used for the redemption of Notes to
redeem all the Notes called for redemption, such notice, at the election of the
Company, may state that it is conditional and subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for redemption and
that such notice shall be of no force and effect unless such moneys are so
received on or before such date.


 


Section 3.03           Payment Of Notes On Redemption;
Deposit Of Redemption Price.


 


(a)      If notice of redemption for any
Notes shall have been given as provided in Section 3.02 hereof and such
notice shall not contain the language permitted at the Company’s option under Section 3.02(e) hereof,
such Notes or portions of Notes called for redemption shall become due and
payable on the date and at the places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption
of such Notes. Interest on the Notes or portions thereof so called for
redemption shall cease to accrue and such Notes or portions thereof shall be
deemed not to be entitled to any benefit under this Indenture except to receive
payment of the redemption price together with 
interest accrued thereon to the 
date fixed for redemption. Upon presentation and surrender of such Notes
at the place of payment specified in such notice, such Notes or the specified
portions thereof shall be paid and redeemed at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption.


 


(b)     If notice of redemption shall have
been given as provided in Section 3.02 hereof and such notice shall
contain the language permitted at the Company’s option under Section 3.02(e) hereof,
such Notes or portions of Notes called for redemption shall become due and
payable on the date and at the places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption of such Notes, and interest on the Notes or portions thereof so
called for redemption shall cease to accrue and such Notes or portions thereof
shall be deemed not to be entitled to any benefit under this Indenture except
to receive payment of the redemption price together with interest accrued
thereon to the date fixed for redemption; provided that, in each case, the
Company shall have deposited with the Trustee or a paying agent on or prior to
11:00 a.m. New York City time on such redemption date an amount sufficient
to pay the redemption  price together
with interest accrued to the date fixed for redemption. Upon the Company making
such deposit and, upon presentation and surrender of such Notes at such a place
of payment in such notice specified, such Notes or the specified 


 


17

















 


portions thereof shall be
paid and redeemed at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption. If the Company shall not make
such deposit on or prior to the redemption date, the notice of redemption shall
be of no force and effect and the principal on such Notes or specified portions
thereof shall continue to bear interest as if the notice of redemption had not
been given.


 


(c)      No notice of redemption of Notes
shall be mailed during the continuance of any Event of Default, except (1) that,
when notice of redemption of any Notes has been mailed, the Company shall
redeem such Notes but only if funds sufficient for that purpose have prior to
the occurrence of such Event of Default been deposited with the Trustee or a
paying agent for such purpose, and (2) that notices of redemption of all
outstanding Notes may be given during the continuance of an Event of Default.


 


(d)     Upon surrender of any Note redeemed
in part only, the Company shall execute, and the Trustee shall authenticate,
deliver and register, a new Note or Notes of authorized denominations in
aggregate principal amount equal to, and having the same terms, Original Issue
Date or Dates and series as, the unredeemed portion of the Note so surrendered.


 


ARTICLE IV



SINKING FUNDS


 


Section 4.01           Applicability of Article.  The provisions of this Article shall be
applicable to any sinking fund for the retirement of the Notes of any series,
except as otherwise specified as contemplated by Section 2.05(c) hereof
for Notes of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Notes of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Notes of any series is herein referred to
as an “optional sinking fund payment”. 
If provided for by the terms of Notes of any series, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section 4.02
hereof.  Each sinking fund payment shall
be applied to the redemption of Notes of the series in respect of which it was
made as provided for by the terms of such Notes.


 


Section 4.02     Satisfaction of Sinking Fund Payments
with Notes.  The Company (a) may
deliver Outstanding Notes (other than any previously called for redemption) of
a series in respect of which a
mandatory sinking fund payment is to be made and (b) may apply as a credit
Notes of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Notes or through the application of
permitted optional sinking fund payments pursuant to the terms of such Notes,
in each case in satisfaction of all or any part of such mandatory sinking fund
payment; provided, however, that no Notes shall be applied in satisfaction of a
mandatory sinking fund payment if such Notes shall have been previously so
applied.  Notes so applied shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Notes for redemption through operation of the sinking fund
and the amount of such mandatory sinking fund payment shall be reduced
accordingly.


 


18

















 


Section 4.03           Redemption of Notes for Sinking
Fund.  Not less than 45 days prior to
each sinking fund payment date for the Notes of any series, the Company shall
deliver to the Trustee an Officers’ Certificate specifying:


 


(a)      the
amount of the next succeeding mandatory sinking fund payment for such series;


 


(b)     the
amount, if any, of the optional sinking fund payment to be made together with
such mandatory sinking fund payment;


 


(c)     the
aggregate sinking fund payment;


 


(d)     the
portion, if any, of such aggregate sinking fund payment which is to be
satisfied by the payment of cash; and


 


(e)      the
portion, if any, of such aggregate sinking fund payment which is to be
satisfied by delivering and crediting Notes of such series pursuant to Section 4.02
hereof and stating the basis for such credit and that such Notes have not
previously been so credited.


 


The Company shall also deliver to the Trustee any
Notes to be so delivered.  If the Company
shall not deliver such Officers’ Certificate, the next succeeding sinking fund
payment for such series shall be made entirely in cash in the amount of the
mandatory sinking fund payment.  Not less
than 30 days before each such sinking fund payment date the Trustee shall
select the Notes to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.02(d) hereof and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02 hereof.  Such notice having been duly given, the
redemption of such Notes shall be made upon the terms and in the manner stated
in Section 3.03 hereof.


 


ARTICLE V



SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS


 


Section 5.01           Satisfaction and Discharge of
Indenture.  This Indenture shall upon
the request of the Company cease to be of further effect with respect to the
Notes of any series (except as to any surviving rights of registration of
transfer or exchange of Notes of such series herein expressly provided for), and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:


 


(a)      either:


 


(i)            all Notes
of such series previously authenticated and delivered (other than Notes of such
series which have been destroyed, lost or stolen and which have been replaced
or paid) have been delivered to the Trustee for cancellation; or


 


(ii)           all the Notes of such series not
previously delivered to the Trustee for cancellation have become due and payable
(whether at stated maturity, early redemption or 


 


19

















 


otherwise), and the
Company has deposited, or caused to be deposited, irrevocably with the Trustee
as funds in trust solely for the benefit of the Holders of the Notes of such
series an amount in cash sufficient to pay principal of, premium, if any, and
interest on all outstanding Notes of such series;


 


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


 


(c)      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 with respect to the Notes of such series have been
complied with. 


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Notes of any
or all series, the obligations of the Company to the Trustee under Section 9.06
hereof shall survive, and, if money will have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section 5.01,
the obligations of the Trustee under Sections 5.02 and 5.05 hereof shall
survive.


 


Section 5.02     Application
of Trust Funds; Indemnification.


 


(a)      Subject to the provisions of Section 5.05
hereof, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 5.01, 5.03 or 5.04 hereof and all money received by
the Trustee in respect of U.S. Government Obligations deposited with the
Trustee pursuant to Sections 5.01, 5.03 or 5.04 hereof, shall be held in trust
and applied by it, in accordance with the provisions of the Notes of any
particular series and this Indenture, to the payment, either directly or
through any paying agent as the Trustee may determine, to the persons entitled
thereto, of the principal, premium, if any, and interest for whose payment such
money has been deposited with or received by the Trustee.


 


(b)     The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against U.S. Government
Obligations deposited pursuant to Sections 5.01, 5.03 or 5.04 hereof or the
interest, premium, if any, and principal received in respect of such obligations
other than any payable by or on behalf of Holders.


 


(c)      The Trustee shall deliver or pay to the
Company from time to time upon the request of the Company any U.S. Government
Obligations or money held by it as provided in Sections 5.01, 5.03 or 5.04
hereof which, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such U.S.
Government Obligations or money were deposited or received.  This provision shall not authorize the sale
by the Trustee of any U.S. Government Obligations held under this Indenture.


 


Section 5.03           Legal
Defeasance.  The Company shall be
deemed to have been discharged from its obligations with respect to all of the
outstanding Notes of any series on the day after the date of the deposit
referred to in subparagraph (i) hereof, and the provisions of this Indenture,
as it relates to the outstanding Notes of such series, shall no longer be in
effect (and 


 


20

















 


the Trustee, at the
expense of the Company, shall, upon the request of the Company, execute proper
instruments acknowledging the same), except as to:


 


(a)      the rights of Holders of the Notes
of such series to receive, solely from the trust funds described in
subparagraph (i) below, payments of the principal of, premium, if any, or
interest on the outstanding Notes of such series on the date such payments are
due;


 


(b)     the Company’s obligations with respect to
the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof;
and


 


(c)      the rights, powers, trust and immunities
of the Trustee hereunder and the duties of the Trustee under Section 5.02
hereof and the duty of the Trustee to authenticate Notes of such series issued
on registration of transfer of exchange;


 


provided
that the following conditions shall have been satisfied:


 


(i)       the Company shall have deposited, or
caused to be deposited, irrevocably with the Trustee as 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 the Notes of such series,
cash in U.S. dollars and/or U.S. Government Obligations which through the
payment of interest and principal in respect thereof, in accordance with their
terms, will provide (without reinvestment), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay principal of,
premium, if any, and interest on all the Notes of such series on the dates such
payments of principal, premium, if any, or interest are due to maturity or
redemption;


 


(ii)      no Event of Default or event which with
the giving of notice or lapse of time or both would become an Event of Default
with respect to the Notes of such series shall have occurred and be continuing
on the date of such deposit and 91 days shall have passed after the deposit has
been made, and, during such 91 day period, no Default with respect to the Notes
of such series specified in Section 8.01(a)(5) or (6) hereof
with respect to the Company occurs which is continuing at the end of such
period;


 


(iii)     the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (B) 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 of Counsel shall
confirm that, the Holders of the Notes of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax in
the same amounts, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred;


 


(iv)    the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of the Notes of such series
over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company;


 


21

















 


(v)     such deposit shall not cause the Trustee to
have a conflicting interest within the meaning of the TIA with respect to any
securities of the Company or result in the trust arising from such deposit
constituting an “investment company” (as defined in the Investment Company Act
of 1940, as amended); and


 


(vi)    the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent relating to the defeasance contemplated by this Section 5.03
have been complied with.


 


Subject
to compliance with this Article V, the Company may exercise its option
under this Section 5.03 notwithstanding the prior exercise of its option
under Section 5.04 with respect to the Notes of any series.  Following a defeasance, payment of the Notes
of such series may not be accelerated because of an Event of Default.


 


Section 5.04           Covenant Defeasance.  On and after the day after the date of the
deposit referred to in subparagraph (a) hereof, the Company may omit to
comply with any term, provision or condition set forth under Section 6.05
and Article XII hereof as well as any additional covenants contained in a
supplemental indenture hereto (and the failure to comply with any such
provisions shall not constitute a Default or Event of Default under Section 8.01
hereof) and the occurrence of any event described in clause (3) and (4) of
Section 8.01(a) hereof shall not constitute a Default or Event of
Default hereunder, with respect to the Notes of any series, provided that the
following conditions shall have been satisfied:


 


(a)      with reference to this Section 5.04,
the Company has deposited, or caused to be deposited, irrevocably (except as
provided in Section 5.05 hereof) with the Trustee as funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes of
such series, cash in U.S. dollars and/or U.S. Government Obligations which
through the payment of principal and interest in respect thereof, in accordance
with their terms, will provide (without reinvestment), not later than one day
before the due date of any payment of money, an amount in cash, sufficient, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay principal, premium, if any, and interest on all the Notes of
such series on the dates such payments of principal, premium, if any, and
interest are due to maturity or redemption;


 


(b)     no Event of Default or event which
with the giving of notice or lapse of time or both would become an Event of
Default with respect to the Notes of such series shall have occurred and be
continuing on the date of such deposit and 91 days shall have passed after the
deposit has been made, and, during such 91 day period, no Default with respect
to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof
with respect to the Company occurs which is continuing at the end of such
period;


 


(c)      the Company shall have delivered to
the Trustee an Opinion of Counsel confirming that Holders of the Notes of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and defeasance and will be subject to federal
income tax in the same amounts, in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred;


 


22

















 


(d)     the Company shall have delivered to the
Trustee an Officers’ Certificate stating the deposit was not made by the
Company with the intent of preferring the Holders of the Notes of such series
over any other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;


 


(e)      such deposit shall not cause the
Trustee to have a conflicting interest within the meaning of the TIA with
respect to any securities of the Company or result in the trust arising from
such deposit constituting an “investment company” (as defined in the Investment
Company Act of 1940, as amended);


 


(f)      the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the defeasance
contemplated by this Section 5.04 have been complied with; and


 


(g)     following a covenant defeasance, payment of
the Notes of any series may not be accelerated because of an Event of Default
specified in Sections 8.01(a)(5) and (6) or by reference to Sections
6.05 and 8.01(a)(3) and (4) and Article XII hereof.


 


Section 5.05           Repayment to Company.  The Trustee and the paying agent shall pay to
the Company upon request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after the
date upon which such payment shall have become due.  After payment to the Company, Holders of the
Notes of such series entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another Person.


 


ARTICLE VI



PARTICULAR COVENANTS OF THE COMPANY


 


Section 6.01           Payment Of Principal And Interest.  The Company covenants and agrees for the
benefit of the Holders of the Notes of any series that it will duly and
punctually pay or cause to be paid the principal of and any premium and
interest, if any, on, such Notes at the places, at the respective times and in
the manner provided in such Notes or in this Indenture.


 


Section 6.02           Offices For Payments, Etc.  So long as the Notes of any series are
outstanding hereunder, the Company will maintain in the Borough of Manhattan,
The City of New York, State of New York or St. Louis, Missouri an office or
agency where the Notes of such series may be presented for payment, for
exchange as in this Indenture provided and for registration of transfer as in
this Indenture provided.


 


The Company will maintain in the Borough of Manhattan,
The City of New York, State of New York or St. Louis, Missouri an office or
agency where notices and demands to or upon the Company in respect of the Notes
of any series or this Indenture may be served.


 


The Company will give to the Trustee prompt written
notice of the location of each such office or agency and of any change of
location thereof.  In case the Company
shall fail to maintain any office or agency required by this Section to be
located in the Borough of 


 


23

















 


Manhattan, The City of New York, State of New York or
St. Louis, Missouri or shall fail to give such notice of the location or of any
change in the location of any of the above offices or agencies, presentations
and demands may be made and notices may be served at the Corporate Trust Office
of the Trustee, and, in such event, the Trustee shall act as the Company’s
agent to receive all such presentations, surrenders, notices and demands.


 


The Company may from time to time designate one or
more additional offices or agencies where the Notes of any series may be
presented for payment, for exchange as in this Indenture provided and for
registration of transfer as in this Indenture provided, and the Company may
from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any office or agency provided for in this Section.  The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof and of any change
in the location of any such other office or agency.


 


Section 6.03           Appointment To Fill A Vacancy In
Office Of Trustee.  The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.


 


Section 6.04           Provision As To Paying Agent.  The Trustee shall be the paying agent for the
Notes and, at the option of the Company, the Company may appoint additional
paying agents (including without limitation itself or its Subsidiary unless an
Event of Default has occurred and is continuing). Whenever the Company shall
appoint a paying agent other than the Trustee with respect to the Notes, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:


 


(1)           that such paying agent will hold all
sums received by it as such agent for the payment of the principal of or
interest, if any, on the Notes (whether such sums have been paid to it by the
Company or by any other obligor on the Notes) in trust for the benefit of the
Holders of the Notes, or of the Trustee until such sums shall be paid to such
Holders or otherwise disposed of as herein provided;


 


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


 


(3)           that such paying agent will at any
time during the continuance of any such failure, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by
such paying agent.


 


The Company will, on or prior to each due date of the principal of and
any premium, if any, or interest on the Notes, deposit with the paying agent a
sum sufficient to pay such principal and any premium or interest so becoming
due, such sum to be held in trust for the benefit of the Holders of the Notes
entitled to such principal of and any premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
any failure to take such action.


 


24
















 


If the Company or its Subsidiary shall act as its own paying agent with
respect to the Notes, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on the Notes, set aside, segregate
and hold in trust for the benefit of the Holders of the Notes, a sum sufficient
to pay such principal (and premium, if any) or interest, if any, so becoming
due until such sums shall be paid to such Holders or otherwise disposed of as
herein provided.  The Company will
promptly notify the Trustee of any failure to take such action.


 


The Company may at any time pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained,
and, upon such payment by any paying agent to the Trustee, such paying agent
shall be released from all further liability with respect to such money.


 


Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 5.03 and 5.04.


 


Section 6.05           Corporate Existence.  Subject to the rights of the Company under Article XII,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and the rights (charter
and statutory) and franchises of the Company; provided, however, that the
Company shall not be required to preserve any such right or franchise if, in
the judgment of the Company, the preservation thereof is no longer desirable in
the conduct of the business of the Company.


 


Section 6.06           Certificates And Notice To Trustee.  The Company shall, on or before
[                    ]
of each year, commencing [                    ],
20[    ], deliver to the Trustee a certificate from its
principal executive officer, principal financial officer or principal
accounting officer covering the preceding calendar year and stating whether or
not, to the knowledge of such Person, the Company has complied with all
conditions and covenants under this Indenture, and, if not, describing in
reasonable detail any failure by the Company to comply with any such conditions
or covenants. For purposes of this Section, compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.


 


ARTICLE VII



NOTEHOLDER LISTS AND REPORTS BY

THE COMPANY AND THE TRUSTEE


 


Section 7.01           Company
To Furnish Noteholder Lists.  The
Company and any other obligor on the Notes shall furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Notes:


 


(a)      semi-annually and not more than 15 days
after each Regular Record Date for  each
Interest Payment Date that is not a Maturity date, as of such Regular Record
Date, and such list need not include information received after such date; and


 


(b)     at such other times as the Trustee may
request in writing, within 30 days after receipt by the Company of any such
request, as of a date not more than 15 days prior to the time 


 


25

















 


such information is furnished, and such list need not include
information received after such date; 


 


provided that if and so long as the Trustee shall be the registrar for
the Notes, such list shall not be required to be furnished.


 


Section 7.02           Preservation and Disclosure of
Noteholder Lists.


 


(a)  The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of the Notes (i) contained
in the most recent lists furnished to it as provided in Section 7.01, (ii) received
by it in the capacity of registrar for the Notes, if so acting, and (iii) filed
with it within the two preceding years pursuant to Section 7.04(d)(2).  The Trustee may destroy any list furnished to
it as provided in Section 7.01 upon receipt of a new list so furnished.


 


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


 


(i)       afford to such applicants access to the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section; or


 


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


 


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


 


26

















 


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


 


(c)      Each and every Holder of a Note, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Notes in accordance with the provisions
of subsection (b) of this Section, 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
such subsection (b).


 


Section 7.03           Reports By The Company.  The Company shall:


 


(a)      file with the Trustee, within 15 days
after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or  copies
of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents or reports pursuant to either of said 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 Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations;


 


(b)     file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations.  Filing of such information, documents and
reports with the Trustee is for informational 
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates); and


 


(c)      transmit by mail to all Holders of Notes, within 30
days after the filing thereof with the Trustee in the manner and to the extent
provided in Section 7.04(d), such summaries of any information, documents
and reports required to be filed by the Company pursuant to paragraphs (a) and
(b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


27

















 


Section 7.04           Reports By The Trustee.


 


(a)      Annually, not later than August 15 of each year,
the Trustee shall transmit by mail a brief report dated as of such date that
complies with Section 313(a) of the TIA (to the extent required by
such Section).


 


(b)     The Trustee shall from time to time
transmit by mail brief reports that comply, both in content and date of
delivery, with Section 313(b) of the TIA (to the extent required by
such Section).


 


(c)      A copy of each such report filed pursuant
to this section shall, at the time of such transmission to such Holders, be
filed by the Trustee with each stock exchange upon which any Notes are listed
and also with the Commission. The Company will notify the Trustee promptly in
writing upon the listing of such Notes on any stock exchange or any delisting
thereof.


 


(d)     Reports pursuant to this Section shall be
transmitted


 


(1)     by mail to all Holders of
Notes, as their names and addresses appear in the register for the Notes;


 


(2)     by mail to such Holders of
Notes as have, within the two years preceding such transmission, filed their names
and addresses with the Trustee for such purpose;


 


(3)     by mail, except in the
case of reports pursuant to Section 7.04(b) and (c) hereof, to
all Holders of Notes whose names and addresses have been furnished to or
received by the Trustee pursuant to Section 7.01 and 7.02(a)(ii) hereof;
and


 


(4)     at the time such report is
transmitted to the Holders of the Notes, to each exchange on which Notes are
listed and also with the Commission.


 


ARTICLE VIII



REMEDIES OF THE TRUSTEE AND NOTEHOLDERS  

ON EVENTS OF DEFAULT


 


Section 8.01           Events Of Default.


 


(a)      If one or more of the following Events of Default with
respect to the Notes of any series shall have occurred and be continuing:


 


(1)     default in the payment of
any installment of interest upon any Note of such series as and when the same
shall become due and payable, and continuance of such default for a period of
thirty (30) days;


 


(2)     default in the payment of
the principal of or any premium on any Note of such series as and when the same
shall become due and payable;


 


28

















 


(3)     failure on the part of the
Company duly to observe or perform any other covenants or agreements on the
part of the Company contained in this Indenture (other than a covenant or
agreement that has been expressly included in this Indenture solely for the
benefit of one or more series of Notes other than such series) for a period of
sixty (60) days after the date on which written notice specifying such failure,
stating that such notice is a “Notice of Default” hereunder and demanding that
the Company remedy the same, shall have been given to the Company by the
Trustee by registered mail, or to the Company and the Trustee by the Holders of
not less than 33% in aggregate principal amount of the Notes of such series at
the time outstanding;


 


(4)     failure to pay when due
and payable after the expiration of any applicable grace period, any portion of
the principal of Debt of the Company in excess of $25,000,000 (including a
default with respect to Notes of any other series), or acceleration of such
Debt for another default thereunder, without such Debt having been discharged,
or such acceleration having been rescinded or annulled, within 30 days after
written notice to the Company by the Trustee or to the Company and the Trustee
by the holders of at least 33% in aggregate principal amount of the Notes of
such series at the time outstanding;


 


(5)     a court having
jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable law, or appointing a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the
Company or for any substantial part of the property of the Company, or ordering
the winding up or liquidation of the affairs of the Company, and such decree or
order shall remain unstayed and in effect for a period of sixty (60)
consecutive days;


 


(6)     the Company shall commence
a voluntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect or any other
case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the
entry of a decree or order for relief in an involuntary case under any such law,
or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable law, or consent to the filing of
such petition or to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official)
of the Company or for any substantial part of the property of the Company, or
make any general assignment for the benefit of creditors, or the notice by it
in writing of its inability to pay its debts generally as they become due, or
the taking of any corporate action by the Company in furtherance of any such
action; or


 


(7)     any other Event of Default
specified with respect to Notes of any series pursuant to Section 2.05
hereof;


 


29

















 


then, unless the principal of and interest on all of
the Notes shall have already become due and payable, either the Trustee or the
Holders of a majority in aggregate principal amount of the Notes of such series
then outstanding, by notice in writing to the Company (and to the Trustee if
given by such Holders), may declare the principal of and interest on all the
Notes of such series to be due and payable immediately and upon any such
declaration the same shall become immediately due and payable, anything in this
Indenture or in the Notes of such series contained to the contrary
notwithstanding; provided, however, that if an Event of Default shall have
occurred and be continuing with respect to more than one series of Notes, the
Trustee or the Holders of a majority in aggregate principal amount of the
Outstanding Notes of all such series, considered as one class, may make such
declaration of acceleration, and not the Holders of the Notes of any one of
such series.


 


The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal of and interest on the Notes of any series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all of the Notes
of such series and the principal of and any premium on any and all Notes of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, to the extent that payment of
such interest is enforceable under applicable law, and on such principal and
applicable premium at the rate borne by the Notes of such series to the date of
such payment or deposit) and all sums paid or advanced by the Trustee
hereunder, the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 9.06 hereof, and any and all Events of Default, other than
the non-payment of principal of and accrued interest on any Notes which shall
have become due solely by acceleration of maturity, shall have been cured or
waived, then and in every such case such payment or deposit shall cause an
automatic waiver of the Event of Default and its consequences and shall cause
an automatic rescission and annulment of the acceleration of the Notes of such
series; but no such waiver or rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.


 


(b)     If the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company and the Trustee shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceeding had
been taken.


 


Section 8.02           Collection Of Indebtedness By
Trustee; Trustee May Prove Debt.


 


(a)           The
Company covenants that if an Event of Default described in clause (a)(1) or
(a)(2) of Section 8.01 hereof shall have occurred and be continuing,
then, upon demand of the Trustee, the Company shall pay to the Trustee, for the
benefit of the Holders of the Notes of the series with respect to which Event
of Default shall have occurred and is continuing, the whole amount that then
shall have so become due and payable on all such Notes for principal or interest,
as the case may be, with interest upon the overdue principal and any premium
and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue 


 


30

















 


installments
of interest at the rate borne by such Notes; and, in addition thereto, such
further amounts as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents,
attorneys and counsel, any expenses or liabilities incurred by the Trustee
hereunder other than through its negligence or bad faith.  Until such demand is made by the Trustee, the
Company may pay the principal of and interest on such Notes to the Holders,
whether or not such Notes be overdue.


 


(b)     In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may enforce any such judgment
or final decree against the Company or any other obligor on such Notes and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Notes wherever situated, the moneys adjudged or decreed
to be payable.


 


(c)      In case
there shall be pending proceedings relative to the Company or any other obligor
upon the Notes under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company  or its
property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Company or such other obligor, or to the creditors
or property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes 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 pursuant to the provisions of this Section,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:


 


(1)     to file and prove a claim
or claims for the whole amount of the principal and interest owing and unpaid
in respect of the Notes, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in any judicial proceedings relative to the Company or such
other obligor, or to the creditors or property of the Company or such other
obligor; and


 


(2)     to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute all amounts received with respect to the claims of the Noteholders
and of the Trustee on their behalf; and any trustee, receiver, liquidator,
custodian or other similar official is hereby authorized by each of the
Noteholders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of the payments directly to the Noteholders, to pay
to Trustee such amounts due pursuant to Section 9.06 hereof.


 


(d)     Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes of
any series or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any 


 


31

















 


Holder
in any such proceeding except to vote for the election of a trustee in
bankruptcy or similar person.


 


(e)      All
rights of action and of asserting claims under this Indenture, or under any of
the Notes may be prosecuted and enforced by the Trustee without the possession
of any of the Notes or the production thereof at any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee and its agents, attorneys and counsel, shall be for
the ratable benefit of the Holders of the Notes in respect of which such action
was taken.


 


(f)      In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the Notes
in respect to which action was taken, and it shall not be necessary to make any
Holders of such Notes parties to any such proceedings.


 


Section 8.03           Application Of Proceeds.  Any moneys collected by the Trustee with
respect to any of the Notes pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid.


 


FIRST: To the payment of all amounts due to the Trustee pursuant to Section 9.06
hereof;


 


SECOND: In case the principal of the outstanding Notes in respect of
which such moneys have been collected shall not have become due and be unpaid,
to the payment of interest on the Notes, in the order of the maturity of the
installments of such interest, with interest (to the extent allowed by law)
upon the overdue installments of interest at the rate borne by the Notes, such
payments to be made ratably to the persons entitled thereto, and then to the
payment to the Holders entitled thereto of the unpaid principal of and
applicable premium on any of the Notes which shall have become due (other than
Notes previously called for redemption for the payment of which moneys are held
pursuant to the provisions of this Indenture), whether at stated maturity or by
redemption, in the order of their due dates, beginning with the earliest due
date, and if the amount available is not sufficient to pay in full all Notes
due on any particular date, then to the payment thereof ratably, according to
the amounts of principal and applicable premium due on that date, to the
Holders entitled thereto, without any discrimination or privilege;


 


THIRD: In case the principal of the outstanding Notes in respect of
which such moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Notes for principal and any premium and interest thereon, with interest on the
overdue principal and any premium and (to the extent allowed by law) upon
overdue installments of interest at the rate borne by the Notes; and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Notes, then to the payment of such principal and any premium
and interest without preference or priority of principal and any 


 


32

















 


premium over interest, or of interest over principal
and any premium or of any installment of interest over any other installment of
interest, or of any Note over any other Note, ratably to the aggregate of such
principal and any premium and accrued and unpaid interest; and


 


FOURTH: To the payment of the remainder, if any, to the Company or its
successors or assigns, or to whomsoever may lawfully be entitled to the same,
or as a court of competent jurisdiction may determine.


 


Section 8.04           Limitations On Suits By
Noteholders.


 


(a)      No
Holder of any Note of any series shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to such Note and of the
continuance thereof, as hereinabove provided, and unless also Noteholders of a
majority in aggregate principal amount of the Notes of all series then
outstanding in respect of which an Event of Default has occurred and is
continuing, considered as one class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Note of any series with
every other taker and Holder and the Trustee, that no one or more Holders of
Notes of such series shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder of Notes of such series, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Notes of such series.  For the protection and enforcement of the
provisions of this Section, each and every Noteholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.


 


(b)     Notwithstanding
any other provision in this Indenture, however, the rights of any Holder of any
Note to receive payment of the principal of and any premium and interest on
such Note, on or after the respective due dates expressed in such Note or on
the applicable redemption date, or to institute suit for the enforcement of any
such payment on or after such respective dates are absolute and unconditional,
and shall not be impaired or affected without the consent of such Holder.


 


Section 8.05           Suits For Enforcement.  In case an Event of Default has occurred, has
not been waived and is continuing hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either by suit in equity or by
action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture
or in aid of the exercise of


 


33
















 


any power granted to it under this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or
by law.


 


Section 8.06           Powers And Remedies Cumulative;
Delay Or Omission Not Waiver Of Default. 
No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders of Notes 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.


 


No delay or omission of the Trustee or of any Holder
of Notes to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 8.04, every right and power
given by this Indenture or by law to the Trustee or to the Holders of Notes may
be exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Notes, as the case may be.


 


Section 8.07           Direction of Proceedings and
Waiver of Defaults By Majority of Noteholders.


 


(a)      The
Holders of a majority in aggregate principal amount of the Notes of any series
at the time outstanding 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; provided, however, that
if an Event of Default shall have occurred and be continuing with respect to
more than one series of Notes, the Holders of a majority in aggregate principal
amount of the Outstanding Notes of all such series, considered as one class,
shall have the right to make such direction, and not the Holders of the Notes
of any one of such series; provided, further, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture; and
provided further that (subject to Section 9.01 hereof) the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees or
responsible officers shall determine that the action or proceeding so directed
would involve the Trustee in personal liability.  Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the
Trustee and which is not inconsistent with such direction or directions by
Noteholders.


 


(b)     The
Holders of a majority in aggregate principal amount of the Notes of any series
at the time outstanding may on behalf of all of the Holders of the Notes of
such series waive any past default or Event of Default hereunder and its
consequences except a default in the payment of principal of or any premium or
interest on the Notes of such series. 
Upon any such waiver the Company, the Trustee and the Holders of the
Notes of such series shall be restored to their former positions and rights
hereunder, respectively, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.  Upon 


 


34

















 


any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to be continuing, and any Event of Default arising therefrom shall be
deemed to have been cured and not to be continuing, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


Section 8.08     Notice
of Default.  The Trustee shall,
within 90 days after the occurrence of a default with respect to the Notes of
any series, give to all Holders of the Notes of such series, in the manner
provided in Section 15.10, notice of such default actually known to the
Trustee, unless such default shall have been cured or waived before the giving
of such notice, the term “default” for the purpose of this Section 8.08
being hereby defined to be any event which is or after notice or lapse of time
or both would become an Event of Default; provided that, except in the case of
default in the payment of the principal of or any premium or interest on any of
the Notes of such series, or in the payment of any sinking or purchase fund
installments, the Trustee shall be protected in withholding such notice if and
so long as its board of directors or trustees, executive committee, or a trust
committee of directors or trustees or responsible officers in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Notes of such series.


 


Section 8.09           Undertaking To Pay Costs.  All parties to this Indenture agree, and each
Holder of any Note by acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but this Section 8.09 shall not apply to any suit instituted by
the Trustee, or to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 10% in principal amount of the
Notes of all series in respect of which such suit may be brought, considered as
one class, or to any suit instituted by any Noteholder for the enforcement of
the payment of the principal of or any premium or interest on any Note on or
after the due date expressed in such Note or the applicable redemption date.


 


Section 8.10           Restoration of Rights on
Abandonment of Proceedings.  In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee or to such
Holder, then, and in every such case, the Company, the Trustee and the Holders
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Company, the Trustee and the Holders
shall continue as though no such proceedings had been taken.


 


Section 8.11           Waiver of Usury, Stay or Extension
Laws.  The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any 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 the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, 


 


35

















 


delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


ARTICLE IX



CONCERNING THE TRUSTEE


 


Section 9.01           Duties and Responsibilities of
Trustee.


 


(a)      The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture. If
an Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.


 


(b)     No
provisions 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:


 


(1)       prior
to the occurrence of any Event of Default and after the curing or waiving of
all Events of Default which may have occurred


 


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


 


(B)      in the absence of bad faith or actual
knowledge on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein);


 


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


 


(3)             the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction, pursuant to this Indenture, of the
Holders of a majority in aggregate principal amount of the Notes of any 


 


36

















 


one or more
series, as provided herein, including, but not limited to, Section 8.07
hereof relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee under this Indenture with respect to the Notes of such series.


 


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


 


(d)     Whether or 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.


 


Section 9.02           Reliance
on Documents, Opinions, Etc.  Except as
otherwise provided in Section 9.01 hereof:


 


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


 


(b)     any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof is herein specifically prescribed); and any Board Resolution
may be evidenced to the Trustee by a copy thereof certified by the Secretary or
an Assistant Secretary of the Company;


 


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


 


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


 


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


 


(f)      prior to
the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, note or other paper or document, unless requested in writing to do so
by the Holders of a majority in aggregate principal amount of the then 


 


37

















 


outstanding
Notes of any series; provided that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by this
Indenture, the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding;


 


(g)     the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents or attorneys; provided that the
Trustee shall not be liable for the conduct or acts of any such agent or
attorney that shall have been appointed in accordance herewith with due care.


 


Section 9.03           No Responsibility For Recitals,
Etc.  The recitals contained herein
and in the Notes (except in the certificate of authentication) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by the Company of any Notes or
the proceeds of any Notes authenticated and delivered by the Trustee in
conformity with this Indenture.


 


Section 9.04           Trustee, Authenticating Agent,
Paying Agent Or Registrar May Own Notes.  The Trustee and any Authenticating Agent or
paying agent in its individual or other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
Authenticating Agent or paying agent.


 


Section 9.05           Moneys To Be Held In Trust.  Subject to Section 5.05 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
may allow and credit to the Company interest on any money received hereunder at
such rate, if any, as may be agreed upon by the Company and the Trustee from
time to time as may be permitted by law.


 


Section 9.06           Compensation And Expenses Of
Trustee.  The Company covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall from time
to time agree in writing (which shall not be limited by any law in regard to
the compensation of a trustee of an express trust), and the Company shall pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and agents, including any Authenticating
Agents, and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee or any predecessor
and their agents for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Trustee and
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
or liability. The obligations of the Company under this Section 9.06 to
compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall 


 


38

















 


be secured by a lien prior to that of
the Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of any particular
Notes.  The provisions of this Section 9.06
shall survive termination of this Indenture.


 


Section 9.07           Officers’ Certificate As Evidence.  Whenever in the administration of this
Indenture, the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to the taking, suffering or omitting of any action
hereunder, such matter (unless other evidence in respect thereof is herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate,
in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under this Indenture in reliance thereon.


 


Section 9.08           Conflicting Interest Of Trustee.  The Trustee shall be subject to and shall
comply with the provisions of Section 310(b) of the TIA. Nothing in
this Indenture shall be deemed to prohibit the Trustee or the Company from
making any application permitted pursuant to such section.


 


Section 9.09           Existence And Eligibility Of
Trustee.  There shall at all times be
a Trustee hereunder which Trustee shall at all times be a corporation organized
and doing business under the laws of the United States or any State thereof or
of the District of Columbia having a combined capital and surplus of at least
$50,000,000 and which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by Federal or State
authorities.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid authority, then for the purposes of this Section 9.09,
the combined capital and surplus shall be deemed to be as set forth in its most
recent report of condition so published. No obligor upon the Notes or Person
directly or indirectly controlling, controlled by, or under common control with
such obligor shall serve as Trustee. If at any time the Trustee shall cease to
be eligible in accordance with this Section 9.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 9.10
hereof.


 


Section 9.10           Resignation Or Removal Of Trustee.


 


(a)      Pursuant to the provisions of this Article, the
Trustee may at any time resign and be discharged of the trusts created by this
Indenture by giving written notice to the Company specifying the day upon which
such resignation shall take effect, and such resignation shall take effect
immediately upon the later of the appointment of a successor trustee and such
day.


 


(b)     Any Trustee may be removed at any time with respect to
the Notes of any series by an instrument or concurrent instruments in writing
filed with such Trustee and signed and acknowledged by the Holders of a
majority in aggregate principal amount of the then outstanding Notes of such
series or by their attorneys in fact duly authorized.


 


(c)      So long as no Event of Default has occurred and is
continuing, and no event has occurred and is continuing that, with the giving
of notice or the lapse of time or both, would become an Event of Default, the
Company may remove any Trustee upon written notice to the Holder of each Note
Outstanding and the Trustee and appoint a successor Trustee meeting the 


 


39

















 


requirements of Section 9.09.  The Company or the successor Trustee shall
give notice to the Holders, in the manner provided in Section 15.10, of
such removal and appointment within 30 days of such removal and appointment.


 


(d)     If at any time (i) the Trustee shall cease to be
eligible in accordance with Section 9.09 hereof and shall fail to resign
after written request therefor by the Company or by any Holder who has been a
bona fide Holder for at least six months, (ii) the Trustee shall fail to
comply with Section 9.08 hereof after written request therefor by the
Company or any such Holder, or (iii) the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or 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 the Trustee may be removed
forthwith by an instrument or concurrent instruments in writing filed with the
Trustee and either:


 


(1)     signed by the President or
any Vice President of the Company and attested by the Secretary or an Assistant
Secretary of the Company; or


 


(2)     signed and acknowledged by
the Holders of a majority in principal amount of outstanding Notes or by their
attorneys in fact duly authorized.


 


(e)      Any
resignation or removal of the Trustee shall not become effective until
acceptance of appointment by the successor Trustee as provided in Section 9.11
hereof.


 


Section 9.11           Appointment Of Successor Trustee.


 


(a)      If at
any time the Trustee shall resign or be removed, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee.


 


(b)     The
Company shall provide written notice of its appointment of a Successor Trustee
to the Holder of each Note Outstanding following any such appointment.


 


(c)      If no
appointment of a successor Trustee shall be made pursuant to Section 9.11(a) hereof
within 60 days after appointment shall be required, any Noteholder or the
resigning Trustee may apply to any court of competent jurisdiction to appoint a
successor Trustee. Said court may thereupon after such notice, if any, as such
court may deem proper and prescribe, appoint a successor Trustee.


 


(d)     Any
Trustee appointed under this Section 9.11 as a successor Trustee shall be
a bank or trust company eligible under Section 9.09 hereof and qualified
under Section 9.08 hereof.


 


Section 9.12           Acceptance By Successor Trustee.


 


(a)      Any
successor Trustee appointed as provided in Section 9.11 hereof shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its 


 


40

















 


predecessor
hereunder, with like effect as if originally named as Trustee herein; but
nevertheless, on the written request of the Company or of the successor
Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to Section 9.06 hereof, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments in
writing in order more fully and certainly to vest in and confirm to such
successor Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by
such Trustee to secure any amounts then due it pursuant to Section 9.06
hereof.


 


(b)     No
successor Trustee shall accept appointment as provided in this Section 9.12
unless at the time of such acceptance such successor Trustee shall be qualified
under Section 9.08 hereof and eligible under Section 9.09 hereof.


 


(c)      Upon
acceptance of appointment by a successor Trustee as provided in this Section 9.12,
the successor Trustee shall mail notice of its succession hereunder to all
Holders of Notes as the names and addresses of such Holders appear on the
registry books.


 


Section 9.13           Succession By Merger, Etc.


 


(a)      Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided such corporation shall be otherwise qualified and eligible
under this Article.


 


(b)     If at the
time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of
any predecessor Trustee, and deliver such Notes so authenticated; and in case
at that time any of the Notes shall not have been authenticated, any successor
to the Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Notes or in this Indenture provided that the certificates of the Trustee shall
have; provided that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.


 


Section 9.14           Limitations On Rights Of Trustee
As A Creditor.  The Trustee shall be
subject to, and shall comply with, the provisions of Section 311 of the
TIA.


 


Section 9.15           Authenticating Agent.


 


(a)      There
may be one or more Authenticating Agents appointed by the Trustee with the
written consent of the Company, with power to act on its behalf and subject to
the direction of the Trustee in the authentication and delivery of Notes in
connection with transfers 


 


41

















 


and
exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as
fully to all intents and purposes as though such Authenticating Agents had been
expressly authorized by those Sections to authenticate and deliver Notes. For
all purposes of this Indenture, the authentication and delivery of Notes by any
Authenticating Agent pursuant to this Section 9.15 shall be deemed to be
the authentication and delivery of such Notes “by the Trustee.” Any such
Authenticating Agent shall be a bank or trust company or other Person of the
character and qualifications set forth in Section 9.09 hereof.


 


(b)     Any
corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this Section 9.15,
without the execution or filing of any paper or any further act on the part of
the parties hereto or such Authenticating Agent or such successor corporation.


 


(c)      Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 9.15,
the Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section 15.10,
notice of such appointment to the Holders of Notes.


 


(d)     The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payments, in accordance with Section 9.06 hereof.


 


(e)      Sections
9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any
Authenticating Agent.


 


ARTICLE X



CONCERNING THE NOTEHOLDERS


 


Section 10.01         Action By Noteholders.  Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Notes of any series may take any action, the fact that at the time of taking
any such action the Holders of such specified percentage have joined therein may
be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by such Noteholders in person or by agent or proxy appointed in
writing, (b) by the record of such Noteholders voting in favor thereof at
any meeting of Noteholders duly called and held in accordance with Article XI
hereof, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Noteholders.


 


42
















 


Section 10.02                          Proof
Of Execution By Noteholders.


 


(a)       Subject to Sections 9.01, 9.02 and
11.05 hereof, proof of the execution of any instruments by a Noteholder or the
agent or proxy for such Noteholder shall be sufficient if made 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. The
ownership of Notes shall be proved by the register for the Notes maintained by
the Trustee.


 


(b)       The record of any Noteholders’
meeting shall be proven in the manner provided in Section 11.06 hereof.


 


Section 10.03                          Persons
Deemed Absolute Owners.  Subject to
Sections 2.04(f) and 10.01 hereof, the Company, the Trustee, any paying
agent and any Authenticating Agent shall deem the person in whose name any Note
shall be registered upon the register for the Notes to be, and shall treat such
person as, the absolute owner of such Note (whether or not such Note shall be
overdue) for the purpose of receiving payment of or on account of the principal
and premium, if any, and interest on such Note, and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent shall be affected by any notice to the contrary. All such payments shall
be valid and effectual to satisfy and discharge the liability upon any such
Note to the extent of the sum or sums so paid.


 


Section 10.04                          Company-Owned
Notes Disregarded.  In determining
whether the Holders of the requisite aggregate principal amount of outstanding
Notes of any series have concurred in any direction, consent or waiver under
this Indenture, Notes that are owned by the Company or any other obligor on the
Notes or by any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any other obligor
on the Notes shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Notes which the Trustee knows are so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
to third parties may be regarded as outstanding for the purposes of this Section 10.04
if the pledgee shall establish the pledgee’s right to take action with respect
to such Notes and that the pledgee is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. In the case of a dispute as to such
right, the Trustee may rely upon an Opinion of Counsel and an Officers’
Certificate to establish the foregoing.


 


Section 10.05                          Revocation
Of Consents; Future Holders Bound. 
Except as may be otherwise required in the case of a Global Note by the
applicable rules and regulations of the Depositary, at any time prior to
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Notes of any series specified in this Indenture in
connection with such action, any Holder of a Note, which has been included in
the Notes the Holders of which have consented to such action may, by filing
written notice with the Trustee at the corporate trust office of the Trustee
and upon proof of ownership as provided in Section 10.02(a) hereof,
revoke such action so far as it concerns such Note. Except as aforesaid, any
such action taken by the Holder of any Note shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Note and of any
Notes issued in exchange, substitution or 


 


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upon registration of transfer therefor, irrespective of whether or not
any notation thereof is made upon such Note or such other Notes.


 


Section 10.06                          Record
Date For Noteholder Acts.  If the
Company shall solicit from the Noteholders any request, demand, authorization,
direction, notice, consent, waiver or other act, the Company may, at its
option, by Board Resolution, fix in advance a record date for the determination
of Noteholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other act may be given before or after
the record date, but only the Noteholders of record at the close of business on
the record date shall be deemed to be Noteholders for the purpose of determining
whether Holders of the requisite aggregate principal amount of outstanding
Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the outstanding Notes shall be computed as of the record date; provided
that no such request, demand, authorization, direction, notice, consent, waiver
or other act by the Noteholders on the record date shall be deemed effective
unless it shall become effective pursuant to this Indenture not later than six
months after the record date. Any such record date shall be at least 30 days
prior to the date of the solicitation to the Noteholders by the Company.


 


ARTICLE
XI



NOTEHOLDERS’ MEETING


 


Section 11.01                          Purposes
Of Meetings.  A meeting of
Noteholders may be called at any time and from time to time pursuant to this Article XI
for any of the following purposes:


 


(a)       to give any notice to the Company
or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any Event of Default hereunder
and its consequences, or to take any other action authorized to be taken by
Noteholders pursuant to Article XIII;


 


(b)       to remove the Trustee pursuant to Article IX;


 


(c)       to consent to the execution of an
indenture or indentures supplemental hereto
pursuant to Section 13.02 hereof; or


 


(d)       to take any other action
authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes
of any series, as the case may be, under any other provision of this Indenture
or under applicable law.


 


Section 11.02                          Call
Of Meetings By Trustee.  The Trustee
may at any time call a meeting of Holders of Notes to take any action specified
in Section 11.01 hereof, to be held at such time and at such place as the
Trustee shall determine. Notice of every such meeting of Noteholders, 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 to Holders of the Notes
that may be affected by the action proposed to be taken at such meeting in the
manner provided in Section 15.10


 


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hereof. Such notice shall be given not less than 20 nor more than 90
days prior to the date fixed for such meeting.


 


Section 11.03                          Call
Of Meetings By Company Or Noteholders. 
If at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in aggregate principal amount of the Notes of all
series then outstanding, considered as one class, shall have requested the
Trustee to call a meeting of Noteholders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place for such meeting and may call such meeting to take any
action authorized in Section 11.01 hereof, by giving notice thereof as
provided in Section 11.02 hereof.


 


Section 11.04                          Qualifications
For Voting.  To be entitled to vote
at any meetings of Noteholders a Person shall (a) be a Holder of one or
more Notes affected by the action proposed to be taken or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more such
Notes. The only Persons who shall be entitled to be present or to speak at any
meeting of Noteholders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives (including employees) of the Trustee
and its counsel and any representatives (including employees) of the Company
and its counsel.


 


Section 11.05                          Regulations.


 


(a)       Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Noteholders in regard to proof of
the holding of Notes 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 think fit.


 


(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 the Noteholders as provided
in Section 11.03 hereof, in which case the Company or Noteholders 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 the Holders of a majority in aggregate principal amount of the
Notes present in person or by proxy at the meeting.


 


(c)       Subject to Section 10.04
hereof, at any meeting each Noteholder or proxy shall be entitled to one vote
for each $1,000 principal amount of Notes held
or represented by such Noteholder; provided that no vote shall be cast or
counted at any meeting in respect of any Note determined to be not outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Notes held by such chairman or instruments in writing as aforesaid duly designating
such chairman as the person to vote on behalf of other Noteholders. At any
meeting of Noteholders duly called pursuant to Section 11.02 or 11.03
hereof, the presence of persons holding or representing Notes in an aggregate
principal amount sufficient to take action on any business for the transaction
for which such meeting was called shall constitute a quorum. Any meeting of
Noteholders duly called pursuant to Section 11.02 or 11.03 hereof may be adjourned



 


45

















 


from time to time by the Holders of a majority in aggregate principal
amount of the Notes present in person or by proxy at the meeting, whether or
not constituting a quorum, and the meeting may be held as so adjourned without
further notice.


 


Section 11.06                          Voting.  The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballots on which shall be subscribed
the signatures of the Holders of Notes or of their representatives by proxy and
the principal amount of Notes 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 in duplicate of the
proceedings of such meeting of Noteholders shall be prepared by the secretary
of the meeting and there shall be attached to said record 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 facts setting forth a copy of
the notice of the meeting and showing that said notice was given as provided in
Section 11.02 hereof. The record shall show the aggregate principal amount
of the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the duplicates shall be delivered to the Company and
the other to the Trustee to be preserved by the Trustee and the Trustee shall
have the ballots taken at the meeting attached to such duplicate. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


Section 11.07                          Rights
Of Trustee Or Noteholders Not Delayed. 
Nothing in this Article XI shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Noteholders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders of Notes under any of the provisions of this
Indenture or of the Notes.


 


ARTICLE
XII



CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE


 


Section 12.01                          Company
May Consolidate, Etc. Only On Certain Terms.  The Company shall not consolidate with or
merge into any other corporation or sell or otherwise dispose of its properties
as or substantially as an entirety to any Person unless the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
each stating that such consolidation, merger, conveyance or transfer and the
supplemental indenture referred to in clause (b) below comply with this Article XII
and that all conditions precedent herein provided for have been complied with,
and the corporation formed by such consolidation or into which the Company is
merged or the Person which receives such properties pursuant to such sale,
transfer or other disposition (a) shall be a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; and (b) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of
and premium and interest on all of the Notes and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed.


 


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Section 12.02                          Successor
Corporation Substituted.  Upon any
consolidation or merger, or any sale, transfer or other disposition of the
properties of the Company substantially as an entirety in accordance with Section 12.01
hereof, the successor corporation formed by such consolidation or into which
the Company is merged or the Person to which such sale, transfer or other
disposition is made shall succeed to, and be substituted for and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor corporation or Person had been named as the Company herein
and the Company shall be released from all obligations hereunder.


 


ARTICLE
XIII



SUPPLEMENTAL INDENTURES


 


Section 13.01                          Supplemental
Indentures Without Consent Of Noteholders.


 


(a)                                  The
Company, when authorized by Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:


 


(1)       to make such provision in regard to
matters or questions arising under this Indenture as may be necessary or
desirable, and not inconsistent with this Indenture or prejudicial to the
interests of the Holders in any material respect, for the purpose of supplying
any omission, curing any ambiguity, or curing, correcting or supplementing any
defective or inconsistent provision;


 


(2)       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
Note outstanding created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision or such change or
elimination is applicable only to Notes issued after the effective date of such
change or elimination;


 


(3)       to establish the form of Notes of any
series as permitted by Section 2.01 hereof or to establish or reflect any
terms of any Note of any series determined pursuant to Section 2.05
hereof;


 


(4)       to evidence the succession of another
corporation to the Company as permitted hereunder, and the assumption by any
such successor of the covenants of the Company herein and in the Notes;


 


(5)       to grant to or confer upon the Trustee
for the benefit of the Holders any additional rights, remedies, powers or
authority;


 


(6)       to permit the Trustee to comply with any
duties imposed upon it by law;


 


47

















 


(7)       to specify further the duties and
responsibilities of, and to define further the relationships among, the
Trustee, any Authenticating Agent and any paying agent, and to evidence the
succession of a successor Trustee as permitted hereunder;


 


(8)       to add to the covenants of the Company
for the benefit of the Holders of one or more series of Notes, to add to the
security for all of the Notes, to surrender a right or power conferred on the
Company herein or to add any Event of Default with respect to one or more
series of Notes; and


 


(9)       to make any other change that is not
prejudicial to the Holders.


 


(b)                                 The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee 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.


 


(c)                                  Any
supplemental indenture authorized by
this Section 13.01 may be executed by the Company and the Trustee without
the consent of the Holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 13.02 hereof.


 


Section 13.02                          Supplemental
Indentures With Consent Of Noteholders.


 


(a)                     With the
consent (evidenced as provided in Section 10.01 hereof) of the Holders of
a majority in aggregate principal amount of the Notes of all series at the time
outstanding, considered as one class, the Company, when authorized by Board
Resolution, and the Trustee may from time to time and at any time 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 any supplemental indenture or of modifying or waiving
in any manner the rights of the Noteholders; provided, however, that if there
shall be Notes of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of Notes
of one or more, but less than all, of such series, then the consent only of the
Holders of a majority in aggregate principal amount of the Outstanding Notes of
all series so directly affected, considered as one class, shall be required;
provided further that no such supplemental indenture shall:


 


(1)           change the Stated Maturity of any
Note, or reduce the rate (or change the method of calculation thereof) or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or change the coin or currency in which the
principal of any Note or any premium or interest thereon is payable, or change
the date on which any Note may be redeemed or adversely affect the rights of
the Noteholders to institute suit for the enforcement of any payment of
principal of or any premium or interest on any Note, in each case without the
consent of the Holder of each Note so affected; or


 


(2)           modify this Section 13.02(a) or
reduce the aforesaid percentage of Notes, the Holders of which are required to
consent to any such supplemental indenture


 


48

















 


or to reduce the percentage of Notes, the Holders of
which are required to waive Events of Default, in each case, without the
consent of the Holders of all of the Notes affected thereby then outstanding.


 


(b)                    Upon the
request of the Company, accompanied by a copy of the Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


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


 


(d)       It shall not be necessary for the
consent of the Holders of Notes under this Section 13.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


(e)                     Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to this Section 13.02, the Trustee shall give notice in
the manner provided in Section 15.10 hereof, setting forth in general
terms the substance of such supplemental indenture, to all Noteholders. Any
failure of the Trustee to give such notice or any defect therein shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


Section 13.03                          Compliance
With Trust Indenture Act; Effect Of Supplemental Indentures.  Any supplemental indenture executed pursuant
to this Article XIII shall comply with the TIA. Upon the execution of any
supplemental indenture pursuant to this Article XIII, the Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


 


Section 13.04                          Notation
On Notes.  Notes of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article XIII may 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 Notes of any series so modified as approved by
the Trustee and the Board of Directors with respect to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Notes of such series then outstanding.


 


49
















 


Section 13.05                          Evidence
Of Compliance Of Supplemental Indenture To Be Furnished Trustee.  The Trustee, subject to Sections 9.01 and
9.02 hereof, may receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article XIII.


 


ARTICLE
XIV



IMMUNITY OF INCORPORATORS,

STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 14.01                          Indenture
And Notes Solely Corporate Obligations. 
No recourse for the payment of the principal of or any premium or
interest on any Note, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company, contained in this Indenture, or in any supplemental indenture, or
in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of the Notes.


 


ARTICLE
XV



MISCELLANEOUS PROVISIONS


 


Section 15.01                          Provisions
Binding On Company’s Successors.  All
the covenants, stipulations, promises and agreements made by the Company in
this Indenture shall bind its successors and assigns whether so expressed or
not.


 


Section 15.02                          Official
Acts By Successor Corporation.  Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at the time be the lawful
successor of the Company.


 


Section 15.03                          Notices.  Any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the Noteholders on the Company may be given or served by being deposited
postage prepaid in a post office letter box addressed (until another address is
filed by the Company with the Trustee) at the Principal Executive Offices of
the Company, to the attention of the Secretary. Any notice, direction, request
or demand by any Noteholder or the Company to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the corporate trust office of the Trustee, Attention:
Corporate Trust Administration.


 


Section 15.04                          Governing
Law.  This Indenture and each Note
shall be governed by and deemed to be a contract under, and construed in
accordance with, the laws of the State of New


 


50

















 


York, and for all purposes shall be construed in accordance with the
laws of said State without regard to conflicts of law principles thereof.


 


Section 15.05                          Evidence
Of Compliance With Conditions Precedent.


 


(a)       Upon any application or demand by
the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture (including any
covenants compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with.


 


(b)       Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture (other
than the certificates delivered pursuant to Section 6.06 hereof) shall
include (1) a statement that each Person making such certificate or
opinion has read such covenant or condition and the definitions 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 Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of each such
Person, such condition or covenant has been complied with.


 


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


 


(d)       Any certificate or opinion of an
officer of the Company may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which such certificate or opinion is based are erroneous. Any such certificate
or opinion of counsel delivered under the Indenture 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 with respect to such factual matters is in the possession of the
Company, unless such person knows, or in the exercise of reasonable care should
know, that the certificate or opinion of representations with respect to such
matters are erroneous. Any opinion of counsel delivered hereunder may contain
standard exceptions and qualifications reasonably satisfactory to the Trustee.


 


(e)       Any certificate, statement or
opinion of any officer of the Company, or of counsel, may be based, insofar as
it relates to accounting matters, upon a certificate or opinion of or
representations by an independent public accountant or firm of accountants,
unless such officer or counsel, as the case may be, knows that the certificate
or opinions or representations


 


51

















 


with respect to the accounting matters upon which the certificate,
statement or opinion of such officer or counsel may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any firm of independent public
accountants filed with the Trustee shall contain a statement that such firm is
independent.


 


(f)            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 15.06                          Business
Days.  Unless otherwise provided
pursuant to Section 2.05(c) hereof, in any case where the date of
Maturity of the principal of or any premium or interest on any Note or the date
fixed for redemption of any Note is not a Business Day, then payment of such
principal or any premium or interest need not be made on such date but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date of Maturity or the date fixed for redemption, and, in the case
of timely payment thereof, no interest shall accrue for the period from and
after such Interest Payment Date or the date on which the principal or premium
of the Note is required to be paid.


 


Section 15.07                          Trust
Indenture Act To Control.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by the TIA, such required provision of the TIA shall
govern.


 


Section 15.08                          Table
Of Contents, Headings, Etc.  The
table of contents and the titles and headings of the articles and sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


 


Section 15.09                          Execution
In Counterparts.  This Indenture may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same
instrument.


 


Section 15.10                          Manner
Of Mailing Notice To Noteholders.


 


(a)       Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or the Company to or on the Holders of Notes, as the case may be,
shall be given or served by first-class mail, postage prepaid, addressed to the
Holders of such Notes at their last addresses as the same appear on the
register for the Notes referred to in Section 2.06, and any such notice
shall be deemed to be given or served by being deposited in a post office
letter box in the form and manner provided in this Section 15.10. In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give notice to any Holder by mail, then such
notification to such Holder as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.


 


(b)       The Company shall also provide any
notices required under this Indenture by publication, but only to the extent
that such publication is required by the TIA, the rules and regulations of
the Commission or any securities exchange upon which any series of Notes is
listed.


 


52

















 


Section 15.11                          Approval
By Trustee Of Counsel.  Wherever the
Trustee is required to approve counsel who is to furnish evidence of compliance
with conditions precedent in this Indenture, such approval by the Trustee shall
be deemed to have been given upon the taking of any action by the Trustee
pursuant to and in accordance with the certificate or opinion so furnished by
such counsel.


 


53

















 


IN WITNESS WHEREOF, Central Illinois Public Service
Company has caused this Indenture to be signed and acknowledged by its vice
president, and attested by its assistant secretary, and
[                      ]
has caused this Indenture to be signed and acknowledged by its
                    ,
as of the day and year first written above.


 


 


	
   

  	
   

  	
  Central Illinois Public Service Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                      ],

  
	
   

  	
   

  	
  AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By