Exhibit 4.5


 


INDENTURE,
dated as of June 16, 2004, between Celestica Inc., a corporation duly
organized and existing under the laws of the Province of Ontario, Canada
(herein called the “Company”), having its principal office at 1150 Eglinton
Avenue East, Toronto, Ontario, Canada, M3C 1H7, and JPMorgan Chase Bank, a
New York corporation, as trustee hereunder (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its secured or unsecured
debentures, notes or other evidences of indebtedness (herein collectively
called the “Securities” and individually called a “Security”), unlimited as to
principal amount, to bear such rates of interest, to mature at such times, and
to be issued in one or more series which may be convertible into or
exchangeable for any securities of any person (including the Company) as
hereinafter provided.


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of the series
thereof, as follows:


 


ARTICLE 1


 


DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.
Definitions.


 


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


 


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


 


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


 

















 


(3)   all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in Canada,
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 at the date of such computation;


 


(4)   the
words “consolidation, amalgamation or merger” as used herein shall be deemed in
each case to include any statutory arrangement (including a business
combination), binding share exchange or substantially similar extraordinary
transaction; and the words “consolidated, amalgamated or merged” and similar
phrases have meanings correlative to the foregoing;


 


(5)   the
words “include,” “included” and “including” as used herein shall be deemed in
each case to be followed by the phrase “without limitation”; and


 


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


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1.04.


 


“Additional
Amounts” has the meaning specified in Section 10.05.


 


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


 


“Authenticating
Agent” means any Person or Persons appointed by the Trustee to act on behalf of
the Trustee pursuant to Section 6.13 to authenticate Securities of
one or more series.


 


“Authorized
Newspaper” means a newspaper, in the English language or in an official
language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.


 


“Bearer
Security” means any Security except a Registered Security.


 


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“Board
of Directors” means either the board of directors of the Company or any duly
authorized committee of that board.


 


“Board
Resolution” means 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” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banks and trust companies in the City of New York or Toronto
are authorized or obligated by law, regulation or executive order to close or
to remain closed.


 


“Canadian
Taxes” has the meaning specified in Section 10.05.


 


“Clearstream
International” means Clearstream Banking Luxembourg, a socíeté anonyme, or its
successor.


 


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


 


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


 


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


 


“Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by any two of the following officers of the Company: Chairman of
the Board, Vice Chairman of the Board, Chief Executive Officer, President, an
Executive Vice President, a Senior Vice President, a Vice President, the
principal financial officer, Treasurer, an Assistant Treasurer, the Controller,
the Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Conversion
Date” has the meaning specified in Section 3.12(d).


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency both by the
government of the country which issued such Foreign Currency and by a central
bank or other public institution of or within the international banking community
for the settlement of transactions, or (ii) any Currency unit (or
composite Currency) for the purposes for which it was established.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee of a series of
Securities at which at any particular time its corporate trust business shall
be administered (which at the date of this Indenture is located at JPMorgan
Chase Bank, 4 New York Plaza, 15th Floor, New York, New York
10004, Attention: Institutional Trust Services), except that with respect to
presentation of Securities of a series for payment of such series or for
registration of transfer or exchange, such term shall mean the office or agency
of the Trustee of such series designated for such purpose (which at the date of
this Indenture is located at JPMorgan Chase Bank, GIS Unit Trust
Window, 4 New York Plaza, 1st Floor, New York,
New York 10004).


 


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“corporation”
includes corporations, associations, joint-stock companies, companies, limited
liability companies and business trusts.


 


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


 


“covenant
defeasance” has the meaning specified in Section 14.03.


 


“Currency”
means any currency or currencies, composite currency or currency unit or
currency units issued by the government of one or more countries or by any
recognized confederation or association of such governments.


 


“Debt”
means notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed.


 


“Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“defeasance”
has the meaning specified in Section 14.02.


 


“Depositary”
means, with respect to Securities of any series issuable or issued in whole or
in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.05 or, with respect to
Securities of any series offered and sold to persons outside of the
United States, Euroclear or Clearstream International.


 


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


 


“Dollar
Equivalent of the Currency Unit” has the meaning specified in Section 3.12(g).


 


“Dollar
Equivalent of the Foreign Currency” has the meaning specified in Section 3.12(f).


 


“Election
Date” has the meaning specified in Section 3.12(h).


 


“Euroclear”
means, as applicable, Euroclear Bank, Euroclear France, Euroclear Nederland or
CRESTCo, or their successors as operators of the Euroclear system.


 


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“Event
of Default” has the meaning specified in Section 5.01.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange
Rate Agent” means, with respect to Securities of or within any series, unless
otherwise specified with respect to any Securities pursuant to Section 3.01,
a New York Clearing House bank, designated pursuant to Section 3.01
or Section 3.13.


 


“Exchange
Rate Officers’ Certificate” means a tested telex or a certificate setting forth
(i) the applicable Market Exchange Rate and (ii) the Dollar or
Foreign Currency amounts of principal (and premium, if any) and interest, if
any (on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 3.02
in the relevant Currency), payable with respect to a Security of any series on
the basis of such Market Exchange Rate, sent (in the case of a telex) or signed
(in the case of a certificate) by the President, any Executive Vice President,
Senior Vice President or Vice President, and countersigned by the principal
financial officer, the Treasurer or any Assistant Treasurer of the Company.


 


“Extension
Notice” has the meaning specified in Section 3.08.


 


“Extension
Period” has the meaning specified in Section 3.08.


 


“Federal
Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States
Code, as amended from time to time.


 


“Final
Maturity” has the meaning specified in Section 3.08.


 


“Foreign
Currency” means any Currency other than Currency of the United States.


 


“Global
Security” means any Registered Security registered in the name of the
Depositary or a nominee thereof.


 


“Government
Obligations” means, unless otherwise specified with respect to Securities of
any series pursuant to Section 3.01, securities which are (i) direct
obligations of the government which issued the Currency in which the principal
of or any premium or interest on such Securities of a particular series are
payable or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the government which issued the
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed by such government, which, in either case,
are full faith and credit obligations of such government payable in such
Currency and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of any such Government Obligation held by
such custodian for the account of the holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.


 


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


 


“Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 3.01;
provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, “Indenture” shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such Person is Trustee
established as contemplated by Section 3.01, exclusive, however, of any provisions
or terms which relate solely to other series of Securities for which such
Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.


 


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


 


“interest,”
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity
at the rate prescribed in such Original Issue Discount Security.


 


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


 


“Judgment
Currency” has the meaning specified in Section 1.14.


 


“Market
Exchange Rate” means, unless otherwise specified with respect to Securities of
any series pursuant to Section 3.01, (i) for any conversion
involving a Currency unit on the one hand and Dollars or any Foreign Currency
on the other, the exchange rate between the relevant Currency unit and Dollars
or such Foreign Currency calculated by the method specified pursuant to Section 3.01
for the Securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, the noon (New York City time) buying
rate for such Foreign Currency for cable transfers quoted in New York City
as certified for customs purposes by the Federal Reserve Bank of New York,
and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be


 


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purchased with the
Foreign Currency from which conversion is being made from major banks located
in either New York City, Toronto or any other principal market for Dollars
or such purchased Foreign Currency, in each case determined by the Exchange Rate
Agent, or, if there is no Exchange Rate Agent, as determined by the Company.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 3.01, in the event of the unavailability of any of the exchange
rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent or, if there is no Exchange Rate, the Company shall
use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York as of the most recent available
date, or quotations from one or more major banks in New York City, Toronto
or another principal market for the Currency in question, or such other
quotations as the Exchange Rate Agent or the Company, as the case may be, shall
deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if
there is more than one market for dealing in any Currency by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
Currency shall be that upon which a non-resident issuer of securities
designated in such Currency would purchase such Currency in order to make
payments in respect of such securities.


 


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


 


“Officers’
Certificate” means a certificate signed by any two of the following officers of
the Company: the Chairman of the Board, a Vice Chairman of the Board, the Chief
Executive Officer, the President, an Executive Vice President, a Senior Vice
President, a Vice President, the principal financial officer, Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel of recognized standing, who may
be counsel for the Company, including an employee of the Company, and who shall
be acceptable to the Trustee.


 


“Optional
Reset Date” has the meaning specified in Section 3.07(b).


 


“Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02.


 


“Original
Stated Maturity” has the meaning specified in Section 3.08.


 


“Outstanding,”
when used with respect to Securities, and unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities,
means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture and, as applicable, which have
not been cancelled, except:


 


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


 


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


 


(iii)  Securities,
except to the extent provided in Sections 14.02 and 14.03, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article 14; and


 


(iv)  Securities
which have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the calculations
required by Trust Indenture Act Section 313, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officers’ Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in
clause (i) above) of such Security, (iii) the principal amount
of any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to Section 3.01,
and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, or upon any such determination as to the presence of a quorum, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.


 


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“Paying
Agent” means any Person (including the Company acting as Paying Agent)
authorized by the Company to pay the principal of (or premium, if any) or
interest, if any, on any Securities on behalf of the Company.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, estate, unincorporated organization or government
or any agency or political subdivision thereof and any other entity, and
includes any successor of such entity.


 


“Place
of Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium, if any) and
interest, if any, on such Securities are payable as specified as contemplated
by Sections 3.01 and 10.02.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.


 


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


 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price
fixed for such redemption pursuant to this Indenture.


 


“Registered
Security” means any Security registered in the Security Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Registered Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.


 


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


 


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


 


“Required
Currency” has the meaning specified in Section 1.14.


 


“Reset
Notice” has the meaning specified in Section 3.07(b)


 


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“Responsible
Officer,” when used with respect to the Trustee, means the president, any Vice
President, any assistant secretary, any assistant treasurer, any cashier, any
assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, any assistant controller or any other officer of the Trustee
customarily performing corporate trust functions on behalf of the Trustee, and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 


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


 


“Securities
Act” means the United States Securities Act of 1933, as amended.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Special
Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant
to Section 3.07.


 


“Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security or a coupon representing such installment of interest as the fixed
date on which the principal of such Security or such installment of principal
or interest is due and payable, as such date may be extended pursuant to the
provisions of Section 3.08.


 


“Subsidiary”
means any corporation of which, at the time of determination, the Company,
directly and/or indirectly through one or more Subsidiaries, owns more than 50%
of the outstanding Voting Stock.


 


“Subsequent
Interest Period” has the meaning specified in Section 3.07(b)


 


“Trust
Indenture Act” means the United States Trust Indenture Act of 1939, as
amended, and, except as provided in Section 9.05, in force at the date as
of which this Indenture was executed.


 


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


 


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“United States”
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01,
the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


 


“United States
person” means, unless otherwise specified with respect to any Securities
pursuant to Section 3.01, an individual who is a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source.


 


“Valuation
Date” has the meaning specified in Section 3.12(c).


 


“Vice
President,” when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president.”


 


“Voting
Stock” of any Person means shares or other equity in the Person which
ordinarily have the right to vote in the election of the directors (or persons
performing similar functions if the Person is not a corporation), whether at
all times or only under circumstances which have occurred and are continuing.


 


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


 


Section 1.02.
Compliance Certificates and Opinions.


 


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


 


Every
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 10.04)
shall include:


 


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


 


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


 


(3)   a
statement that, in the opinion of each such individual, he or she has made such
examination or investigation as is necessary to enable him or her, as the case
may be, 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, in the opinion of each such individual, such covenant
or condition has been complied with.


 


Section 1.03. Form
of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 1.04. Acts
of Holders.


 


(a)   Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be made, given or taken by
Holders of the Outstanding Securities of all series or one or more series, as the
case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of such series voting in favor thereof, either in person or
by proxies duly appointed in writing, at any meeting of Holders of such series
duly called and held in accordance with the provisions of Article 15,
or a combination of such instrument


 


12

















 


or instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. The Trustee shall
promptly deliver to the Company copies of all such instruments and records
delivered to the Trustee with a courtesy copy to the Company’s counsel at the
address listed in Section 1.05. Such instrument or instruments and any
such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 15.06.


 


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


 


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


 


(d)   The
principal amount and serial numbers of Bearer Securities held by any Person,
and the date of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such certificate
shall be deemed by the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or
such facts may be proved by the certificate or affidavit of the Person holding
such Bearer Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate
or affidavit bearing a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the Trustee by
some other Person, or (3) such Bearer Security is surrendered in exchange
for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may also be proved in any
other manner that the Trustee deems sufficient.


 


(e)   If
the Company shall solicit from the Holders of Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding Trust Indenture Act Section 316(c), such record date shall
be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than
the date such solicitation is completed. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be made, given or taken before or after such record date, but only


 


13

















 


the Holders of record at the close of business on such
record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record
date.


 


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


 


Section 1.05. Notices,
etc., to Trustee and Company.


 


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


 


(1)   the
Trustee of such series by any Holder of a Security of such series or by the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee of such series at its
Corporate Trust Office;


 


in addition, a courtesy
copy shall be sent to Trustee’s counsel (which shall not constitute notice to
the Trustee): Kelley Drye & Warren, LLP, 101 Park Avenue,
New York, New York 10178, Attention: David E. Retter, Esq. (facsimile
number (212) 808-7897);


 


(2)   the
Company by the Trustee of such series or by any Holder of a Security of such
series shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by hand or overnight courier, to the Company, addressed to it at the
address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the
Trustee of such series by the Company, with a copy to Onex Corporation,
161 Bay Street, 44th Floor, P. O. Box 700, Toronto, Ontario, Canada
M5J 2S1, Attention: Anthony Melman or Mark Hilson (which shall not
constitute notice to the Company);


 


in addition, courtesy
copies shall be sent to Company’s counsel (which shall not constitute notice to
the Company): Davies Ward Phillips & Vineberg, LLP, 1 First
Canadian Place, Suite 4400, Toronto, Ontario, Canada, M5X 1B1,
Attention: I. Berl Nadler, Esq. (facsimile number (416) 863-0871) and Kaye
Scholer LLP, 425 Park Avenue, New York, New York 10022,
Attention: Lynn Toby Fisher, Esq. (facsimile number (212) 836-8689).


 


14

















 


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


 


Section 1.06. Notice
to Holders; Waiver.


 


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


 


In case, by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause, it shall be impracticable to mail notice of any event to Holders
of Registered Securities when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be sufficient giving of such
notice for every purpose hereunder.


 


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities
pursuant to Section 3.01, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper
in The City of New York and in such other city or cities as may be
specified in such Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice. Any such notice shall be
deemed to have been given on the date of the first such publication.


 


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


 


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


 


15

















 


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


 


Section 1.07. Effect
of Headings and Table of Contents.


 


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


 


Section 1.08. Successors
and Assigns.


 


All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


 


Section 1.09. Separability
Clause.


 


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


 


Section 1.10. Benefits
of Indenture.


 


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


 


Section 1.11 Governing
Law.


 


This Indenture and the
Securities and coupons shall be governed by and construed in accordance with
the law of the State of New York without regard to its principles of
conflict of laws. This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.


 


Section 1.12. Legal
Holidays.


 


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


 


16

















 


Section 1.13. Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required or deemed under the Trust Indenture Act to be a part of and to
govern this Indenture, the provision required by the
Trust Indenture Act shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


Section 1.14. Conversion
of Currency.


 


The Company covenants and
agrees that the following provisions shall apply to conversion of Currency in
the case of the Securities and this Indenture:


 


(a)   To
the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, or any premium or interest on, the
Securities of any series (the “Required Currency”) into a currency in which
judgment will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the Market Exchange Rate on the Business Day preceding that on which
final judgment is given. The Company shall not be liable for any shortfall nor
shall it benefit from any windfall in payments to Holders of Securities under
this Section 1.14 caused by a change in Market Exchange Rates between the
time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 1.14 to Holders of Securities, but
payment of such judgment shall discharge all amounts owed by the Company on the
claim or claims underlying such judgment.


 


(b)   In
the event of the winding-up, liquidation, dissolution, arrangement,
reorganization or insolvency of the Company at any time while any amount or
damages owing under the Securities and this Indenture, or any judgment or order
rendered in respect thereof, shall remain outstanding, the Company shall
indemnify and hold the Holders and the Trustee harmless against any deficiency
arising or resulting from any variation in Market Exchange Rates between
(i) the date as of which the equivalent of the amount in cash due or
contingently due under the Securities and this Indenture (other than under this
subsection (b)) is calculated for the purposes of such winding-up and
(ii) the final date for the filing of proofs of claim in such winding-up.
For the purpose of this subsection (b), the final date for the filing of
proofs of claim in the winding-up of the Company shall be the date fixed by the
liquidator or otherwise in accordance with the relevant provisions of
applicable law as being the latest practicable date as at which liabilities of
the Company may be ascertained for such winding-up prior to payment by the
liquidator or otherwise in respect thereto.


 


17

















 


(c)   The
obligations contained in subsection (b)(ii) of this Section 1.14
shall constitute separate and independent obligations of the Company from its
other obligations under the Securities and this Indenture, shall give rise to
separate and independent causes of action against the Company, shall apply
irrespective of any waiver or extension granted by any Holder or the Trustee or
any of them from time to time and shall continue in full force and effect
notwithstanding any judgment or order or the filing of any proof of claim in
the winding-up of the Company for a liquidated sum in respect of amounts due
hereunder (other than under subsection (b) above) or under any such
judgment or order. Any such deficiency as aforesaid shall be deemed to
constitute a loss suffered by the Holders or the Trustee, as the case may be,
and no proof or evidence of any actual loss shall be required by the Company or
the liquidator or otherwise or any of them which shall be liable for such
deficiency. In the case of subsection (b) above, the amount of such
deficiency shall not be deemed to be reduced by any variation in Market
Exchange Rates occurring between the said final date and the date of any
liquidating distribution.


 


(d)   The
Trustee shall have no duty or liability with respect to monitoring or enforcing
this Section 1.14 and shall have no liability to the Holders due to
fluctuations in Currency rates.


 


Section 1.15. Indenture
and Securities Solely Corporate Obligations.


 


No recourse for the
payment of principal (or premium, if any) or interest, if any, and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, shareholder, employee, agent, officer or
director, as such, past, present or future, of the Company or of any successor
corporations, 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 waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.


 


Section 1.16. Agent
for Service; Submission to Jurisdiction; Waiver of Immunities.


 


Upon the execution and
delivery of this Indenture, the Company hereby (a) acknowledges that it
has, by separate written instrument, irrevocably designated and appointed CT
Corporation System as its authorized agent upon which process may be served in
any suit, action or proceeding arising out of or relating to the Securities,
the coupons or this Indenture that may be instituted in any federal or state
court in the City of New York, Borough of Manhattan, or brought under
federal or state securities laws or brought by the Trustee (whether in its
individual capacity or in its capacity as Trustee hereunder), and acknowledges
that CT Corporation System has accepted such designation, (b) irrevocably
submits to the jurisdiction of any such court in any such suit, action or proceeding,
and (c) agrees that service of process upon CT Corporation System and
written notice of said service to it (mailed or delivered to the Company’s
Secretary at its address as specified pursuant to Section 1.05 hereof)
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding. The Company further agrees to take any and all
actions, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment
of CT Corporation System in full force and effect so long as any Securities
shall remain Outstanding or this Indenture shall be in full force and effect.


 


18

















 


To the extent the Company
has or hereafter may acquire any immunity from jurisdiction of any court or
from any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, the Company hereby irrevocably waives such immunity
in respect of its obligations under this Indenture and the Securities, to the
extent permitted by law.


 


Section 1.17. Counterparts.


 


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


 


Section 1.18. Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the Trust Indenture Act, the provision is incorporated
by reference in and made a part of this Indenture.


 


ARTICLE 2


 


SECURITY FORMS


 


Section 2.01. Forms
Generally.


 


The Registered
Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in substantially the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the Securities Act, the Exchange Act, applicable provincial or state securities laws or the rules of any securities exchange in
the United States or Canada, the Code and the United States
Department of Treasury regulations under the Code or as may, consistently
herewith, be determined by the officers executing such Securities or coupons,
as evidenced by their execution of the Securities or coupons but which do not
affect the rights or duties of the Trustee. If the forms of Securities or
coupons of any series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.03 for the authentication and delivery of such Securities
or coupons. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.


 


19

















 


Unless otherwise
specified as contemplated by Section 3.01, Securities in bearer form shall
have interest coupons attached thereto.


 


The Trustee’s certificate
of authentication on all Securities shall be in substantially the form set
forth in this Article.


 


The definitive Securities
and coupons shall be printed, lithographed or engraved on steel-engraved
borders or may be produced in any other manner permitted by the rules of any
applicable stock exchange, all as determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities
or coupons.


 


Section 2.02. Form
of Trustee’s Certificate of Authentication.


 


Subject to
Section 6.11, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


	
  Dated:

  	
   

  



 


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


 


	
   

  	
   

  	
  JPMORGAN CHASE BANK,

  as Trustee

   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  



 


Section 2.03. Global
Securities.


 


If Securities of or
within a series are issuable as Global Securities, as specified as contemplated
by Section 3.01, then, notwithstanding clause (10) of
Section 3.01, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.03 or Section 3.04.
Subject to the provisions of Section 3.03 and, if applicable,
Section 3.04, the Trustee shall deliver and redeliver any permanent Global
Security in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.03 or Section 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Global Security shall be
in writing but need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel.


 


20

















 


The provisions of the
last sentence of Section 3.03 shall apply to any Security represented by a
Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 3.03.


 


Notwithstanding the
provisions of Section 3.07, unless otherwise specified as contemplated by
Section 3.01, payment of principal of (and premium, if any) and interest,
if any, on any permanent Global Security shall be made to the Person or Persons
specified therein.


 


Notwithstanding the
provisions of Section 3.09 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent Global Security (i) in the case of a
permanent Global Security in registered form, the Holder of such permanent
Global Security in registered form, or (ii) in the case of a permanent
Global Security in bearer form, Euroclear or Clearstream International.


 


Section 2.04. Form
of Legend for Global Securities.


 


Any Global Security
authenticated and delivered pursuant to this Indenture or any indenture
supplemental hereto may bear any legend required to comply with the
requirements of any Depositary.


 


ARTICLE


 


THE SECURITIES


 


Section 3.01. Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be
issued from time to time in one or more series. There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and set forth in an Officers’ Certificate, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series, any or all of the following, as applicable (each of which
(except for the matters set forth in clauses (1), (2) and (19)
below), if so provided, may be determined from time to time by the Company with
respect to unissued Securities of the series and set forth in such Securities
of the series when issued from time to time):


 


21
















 


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


 


(2)   any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.04,
3.05, 3.06, 9.06, 11.07 or 13.05);


 


(3)   the
extent and manner, if any, to which payment on or in respect of the Securities
of the series will be senior or will be subordinated to the prior payment of
other liabilities and obligations of the Company;


 


(4)   the
percentage or percentages of principal amount at which the Securities of the
series will be issued and the amount of discount, if any, with which such
Securities will be issued;


 


(5)   the
date or dates, or the method by which such date or dates will be determined or
extended, on which the principal of the Securities of the series is payable;


 


(6)   the
rate or rates (whether fixed or variable) at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined, the notice, if any, to
Holders regarding the determination of interest on a floating rate Security and
the manner of giving such notice, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method
by which such date or dates shall be determined; provided, however,
that interest shall be calculated on the basis of a 360-day year comprised of
twelve 30-day months;


 


(7)   the
place or places, if any, other than or in addition to the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and
interest, if any, on Securities of the series shall be payable, where any
Registered Securities of the series may be surrendered for registration of
transfer, where Securities of the series may be surrendered for exchange, where
Securities of the series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable and, if different than
the location specified in Section 1.06, the place or places where notices
or demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;


 


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


 


22

















 


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


 


(10) if
other than denominations of $1,000 and any integral multiple thereof, the
denomination or denominations in which Registered Securities of the series, if
any, shall be issuable and, if other than denominations of $5,000, the
denomination or denominations in which Bearer Securities of the series, if any,
shall be issuable;


 


(11) if
other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;


 


(12) if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or the method by
which such portion shall be determined;


 


(13) if
other than Dollars, the Currency in which payment of the principal of (or
premium, if any) or interest, if any, on the Securities of the series shall be
payable or in which the Securities of the series shall be denominated and the
particular provisions applicable thereto in accordance with, in addition to or
in lieu of any of the provisions of Section 3.12;


 


(14) whether
the amount of payments of principal of (or premium, if any) or interest, if
any, on the Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on one or more Currencies, commodities, equity indices or
other indices), and the manner in which such amounts shall be determined;


 


(15) whether
the principal of (or premium, if any) or interest, if any, on the Securities of
the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated
or stated to be payable, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the
Currency in which such Securities are denominated or stated to be payable and
the Currency in which such Securities are to be so payable, in each case in
accordance with, in addition to or in lieu of any of the provisions of Section 3.12;


 


(16) the
designation of the initial Exchange Rate Agent, if any;


 


(17) the
applicability, if any, of Sections 14.02 and/or 14.03 to the
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article 14 that shall be applicable
to the Securities of the series;


 


23

















 


(18) provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;


 


(19) any
deletions from, modifications of or additions to the Events of Default or
covenants (including any deletions from, modifications of or additions to
Articles 5, 8 and 10) of the Company with respect to Securities of
the series, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein (which deletions,
modifications or additions shall not be inconsistent with the Trust Indenture
Act);


 


(20) whether
Securities of the series are to be issuable as Bearer Securities (with or
without coupons), any restrictions applicable to the offer, sale or delivery of
Bearer Securities, whether any Securities of the series are to be issuable
initially as temporary Global Securities and whether any Securities of the
series are to be issuable as permanent Global Securities with or without
coupons and, if so, whether beneficial owners of interests in any such
permanent Global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 3.05, whether Registered Securities of the
series may be exchanged for Bearer Securities of the series (if permitted by
applicable laws and regulations), whether Bearer Securities of the series may
be exchanged for Registered Securities of such series, and the circumstances
under which and the place or places where any such exchanges may be made and if
Securities of the series are to be issuable as Global Securities, the identity
of any initial Depositary therefor and the form of any legend or legends to be
borne by the Global Security;


 


(21) the
date as of which any Bearer Securities of the series, any temporary Bearer
Security in global form and any Global Securities representing Outstanding
Securities of the series shall be dated if other than the date of original
issuance of the first Security of the series to be issued;


 


(22) the
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as
they severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary Global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 3.04;


 


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


 


(24) if
the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and
delivered;


 


24

















 


(25) whether,
under what circumstances and the Currency in which the Company will pay
Additional Amounts as contemplated by Section 10.05 on the Securities of
the series to any Holder who is not a Canadian Person (including any
modification to the definition of Additional Amounts) in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and
the terms of any such option);


 


(26) the
terms of any guarantee of the payment of principal, premium and interest with
respect to Securities of the series and any corresponding changes to the provisions
of this Indenture as then in effect;


 


(27) the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Securities of the series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the
Trust Indenture Act are applicable and any corresponding changes to provisions
of this Indenture as then in effect; and


 


(28) if
the Securities of the series are to be convertible into or exchangeable for any
securities of any Person (including the Company), the terms and conditions upon
which such Securities will be so convertible or exchangeable;


 


(29) any
other terms, conditions, rights and preferences (or limitations on such rights
and preferences) relating to the series (which terms shall not be inconsistent
with the requirements of the Trust Indenture Act).


 


All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case
of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 3.03)
and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto as the case may be. Not all Securities of any one series
need be issued at the same time, and, unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series. To the
extent any terms of a supplemental indenture relating to a series of Securities
are contrary to or duplicative of terms contained in this Indenture, the terms
of such supplemental indenture shall be deemed to supersede this Indenture
solely with respect to the Securities issued pursuant to such supplemental
indenture.


 


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


 


Section 3.02.
Denominations.


 


The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 3.01. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions, the
Registered Securities of such series, other than Registered Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000.


 


25

















 


Section 3.03.
Execution, Authentication, Delivery and Dating.


 


The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its President, any Executive Vice President, any
Senior Vice President, any Vice President or its Treasurer. The signature of
any of these officers on the Securities or coupons may be the manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.


 


Securities
or coupons bearing the manual or facsimile signatures of individuals who were,
at any time relevant to the authorization thereof, the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities
or coupons.


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed on behalf of the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. If any Security shall be
represented by a permanent Bearer Security in global form, then, for purposes
of this Section and Section 3.04, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary Global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner’s interest in
such permanent Global Security. Except as permitted by Section 3.06, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and canceled.
If not all the Securities of any series are to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order shall set forth procedures acceptable to the Trustee
for the issuance of such Securities and the determination of terms of
particular Securities of such series such as interest rate, Stated Maturity,
date of issuance and date from which interest shall accrue.


 


In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Trust Indenture Act Sections 315(a) through 315(d))
shall be fully protected in relying upon:


 


1.     an
Opinion of Counsel complying with Section 1.02 stating:


 


26

















 


(a)   that
the form or forms of such Securities and any coupons have been established by
or pursuant to a Board Resolution or by an indenture supplemental hereto as
permitted by Section 2.01 and in conformity with the provisions of
this Indenture;


 


(b)   that
the terms of such Securities and any coupons have been established by or
pursuant to a Board Resolution or by an indenture supplemental hereto as
limited by Sections 2.01 and 3.01 and in conformity with the
provisions of this Indenture;


 


(c)   that
such Securities, together with any coupons appertaining thereto, when completed
by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute the legal, valid and binding obligations of the
Company entitled to the benefits provided by the Indenture, enforceable in
accordance with their terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer and
other similar laws of general applicability relating to or affecting the
enforcement of creditors’ rights, (ii) general equitable principles and (iii) such
other qualifications as such counsel shall conclude do not materially affect
the rights of Holders of such Securities and any coupons;


 


(d)   that
all laws and requirements in respect of the execution and delivery by the
Company of such Securities, any coupons and of the supplemental indentures, if
any, have been complied with and that authentication and delivery of such
Securities and any coupons and the execution and delivery of the supplemental
indenture, if any, by the Trustee will not violate the terms of the Indenture;


 


(e)   that
the Company has the corporate power to issue such Securities and any coupons,
and has duly taken all necessary corporate action with respect to such
issuance;


 


(f)    that
the issuance of such Securities and any coupons will not contravene the
articles of incorporation or by-laws of the Company or result in any violation
of any of the terms or provisions of any law or regulation or of any indenture,
mortgage or other agreement known to such Counsel by which the Company is
bound; and


 


(g)   such
other matters as the Trustee may reasonably request.


 


2.     an
Officers’ Certificate pursuant to Sections 2.01 and 3.01 and
complying with Section 1.02; and


 


3.     The
board resolution or an indenture supplemental hereto establishing the form of
the Securities of that series pursuant to Section 2.01 and setting
forth the terms of the Securities of that series as contemplated by Section 3.01.


 


27

















 


Notwithstanding
the provisions of Section 3.01 and of the preceding two paragraphs,
if not all the Securities of any series are to be issued at one time, it shall
not be necessary to deliver the Officers’ Certificate otherwise required
pursuant to Section 3.01 or the Company Order, Officers’ Certificate
and Opinion of Counsel otherwise required pursuant to the preceding two
paragraphs prior to or at the time of issuance of each Security, but such
documents shall be delivered prior to or at the time of issuance of the first
Security of such series and shall pertain to all of the Securities of such
series. After any such first delivery, any separate Company Request that the
Trustee receives concerning Securities of such series for original issue will
be deemed to be a Officers’ Certificate that all conditions precedent provided
for in this Indenture relating to the authentication and delivery of such
Securities continue to be met.


 


The
Trustee shall not be required to authenticate and deliver any Securities if (i) the
issue of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee; (ii) the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (iii) the Trustee in good faith, acting by its board of
directors, executive committee, a committee of directors or Responsible
Officers of the Trustee, determines that such action would expose the Trustee
to personal liability to Holders of any Outstanding Securities.


 


Each
Security shall be dated the date of its authentication.


 


No
Security or coupon shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.10
together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.04.
Temporary Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their execution
of such Securities (but which do not affect the rights or duties of the
Trustee).


 


If
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 10.02 in
each Place of Payment for that series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any related coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and
tenor.


 


28

















 


Section 3.05.
Registration, Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at one of its offices or agencies maintained
pursuant to Section 10.02 a register for each series of Securities (herein
sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and transfers and exchanges of such
Registered Securities of such series. The Security Register shall be in written
form or any other form capable of being converted into written form within a
reasonable time. At all reasonable times, the Security Register shall be open
to inspection by the Trustee. Such office or agency is hereby initially appointed
as security registrar (the “Security Registrar”) for the purpose of registering
Registered Securities of each series and transfers and exchanges of Registered
Securities of such series as herein provided.


 


The
Company shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided, that, no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Registered Securities shall have been appointed
by the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be the Security Registrar
with respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Registrar for such series of Securities.


 


Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency in a Place of Payment for that series maintained for
such purpose for such series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series, Stated Maturity and
original issue date of any authorized denominations and of a like aggregate
principal amount and tenor.


 


At the
option of the Holder, Registered Securities of any series (except a Global
Security representing all or a portion of such series) may be exchanged for
other Registered Securities of the same series, Stated Maturity and original
issue date of any authorized denomination and of a like aggregate principal
amount and like tenor, upon surrender of the Registered Securities to be exchanged
at such office or agency. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified with respect to any series of
Securities as contemplated by Section 3.01, Bearer Securities may not be
issued in exchange for Registered Securities.


 


29

















 


If
(but only if) expressly permitted in or pursuant to the applicable Board
Resolution and set forth in the applicable Officers’ Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 3.01,
at the option of the Holder, Bearer Securities of any series, Stated Maturity
and original issue date, may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such
missing coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment. Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at any
such office or agency in a permitted exchange for a Registered Security of the
same series and like tenor after the close of business at such office or agency
on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


 


Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.01,
any permanent Global Security shall be exchangeable only as provided in this
paragraph and the immediately following paragraph. If any beneficial owner of
an interest in a permanent Global Security is entitled to exchange such
interest for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by Section 3.01
and provided that any applicable notice provided in the permanent Global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities of that series
in aggregate principal amount equal to the principal amount of such beneficial
owner’s interest in such permanent Global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such
permanent Global Security shall be surrendered by the Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities of the same series
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such permanent Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent Global Security to be
exchanged which (unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 3.01) shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption. If a Registered Security is issued in
exchange for any portion of a permanent Global Security after the close of
business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent Global Security is payable in accordance with the provisions
of this Indenture.


 


30

















 


If at
any time the Depositary for Securities of a series notifies the Company that it
is unwilling, unable or no longer qualifies to continue as Depositary for
Securities of such series or if at any time the Depositary for Securities for
such series shall no longer be registered or in good standing under the
Exchange Act, or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to the Securities for such series. If
a successor to the Depositary for Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of
such condition, as the case may be, the Company’s election pursuant to Section 3.01
shall no longer be effective with respect to the Securities for such series and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive registered
form, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.


 


The
Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive
registered form, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.


 


31

















 


Upon
the exchange of a Global Security for Securities in definitive registered form,
such Global Security shall be canceled by the Trustee. Securities issued in
exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to the persons in whose names such Securities are
so registered.


 


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


 


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


 


No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 3.04, 9.06, 11.07 or 14.05 not involving any transfer.


 


The
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of
Securities of that series under Section 11.03 or 12.03 and ending at
the close of business on (A) if Securities of the series are issuable only
as Registered Securities, the day of the mailing of the relevant notice of redemption
and (B) if Securities of the series are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if
Securities of the series are also issuable as Registered Securities and there
is no publication, the mailing of the relevant notice of redemption, or (ii) to
issue, register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor; provided that such
Registered Security shall be simultaneously surrendered for redemption with
written instruction for payment consistent with the provisions of this
Indenture; or (iv) to issue, register the transfer of or exchange any
Security which has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.


 


Section 3.06.
Mutilated, Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same
series, Stated Maturity and original issue date, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.


 


32

















 


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


 


Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such mutilated, destroyed, lost or stolen Security or to the Security to which
such mutilated, destroyed, lost or stolen coupon appertains, pay such Security
or coupon; provided, however, that payment of interest, if any,
on Bearer Securities shall, unless otherwise specified as contemplated by Section 3.01,
be payable only upon presentation and surrender of the coupons appertaining
thereto.


 


Upon
the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto (other than any stamp and other duties,
if any, which may be imposed by the United States, Canada or any political
subdivision thereof or therein, which shall be paid by the Company) and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every
new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any mutilated, destroyed, lost or stolen Security or in exchange for a
Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Security and its
coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series and their coupons, if any, duly issued hereunder.


 


The
provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to a particular series of Securities or generally, are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.


 


33
















 


Section 3.07.
Payment of Principal and Interest; Interest Rights Preserved; Optional
Interest Reset.


 


(a)   Unless
otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, interest, if any, on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 10.02; provided, however,
that each installment of interest, if any, on any Registered Security or the
principal at Maturity may, at the Company’s option, be paid by (i) mailing
a check for such interest or principal payment, payable to or upon the written
order of the Person entitled thereto pursuant to Section 3.09, to the
address of such Person as it appears on the Security Register or (ii) wire
transfer to an account maintained by the payee; provided further, that
principal paid in relation to any Security redeemed at the option of the
Company pursuant to Article 11, or paid at Maturity, shall be paid to
the Holder of such Security only upon presentation and surrender of such
Security to such office or agency referred to in this Section 3.07(a).


 


Unless
otherwise provided as contemplated by Section 3.01 with respect to the
Securities of any series, payment of interest, if any, may be made, in the case
of a Bearer Security, by transfer to an account maintained by the payee.


 


Unless
otherwise provided as contemplated by Section 3.01, every permanent Global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to the Depositary, for the purpose of permitting the
Depositary to credit the interest, if any, received by it in respect of such
permanent Global Security to the accounts of the beneficial owners thereof.


 


Any
interest on any Registered Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such defaulted interest and, if applicable,
interest on such defaulted interest (to the extent lawful) at the rate
specified in the Securities of such series (such defaulted interest and, if
applicable, interest thereon herein collectively called “Defaulted Interest”)
may be paid by the Company, at its election in each case, as provided in
clause (1) or (2) below:


 


(1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series and
except, if applicable, as provided in Sections 3.12(b), 3.12(d) and
3.12(e)) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given in the
manner provided in Section 1.06, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose name the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (2).


 


34

















 


(2)   The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.


 


(b)   The
provisions of this Section 3.07(b) may be made applicable to any
series of Securities pursuant to Section 3.01 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.01).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by
the Company on the date or dates specified on the face of such Security (each
an “Optional Reset Date”). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not
more than 60 days prior to an Optional Reset Date for such Security by
delivery of a Company Order. Not later than 40 days prior to each Optional
Reset Date, the Trustee shall transmit, in the manner provided for in Section 1.06,
to the Holder of any such Security a notice (the “Reset Notice”)
indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a “Subsequent Interest Period”),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.


 


Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date,
the Company may, at its option, revoke the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) provided
for in the Reset Notice and establish an interest rate (or a spread or spread
multiplier used to calculate such interest rate, if applicable) that is higher
than the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period by
directing the Trustee by delivery of a Company Order, to transmit, in the
manner provided for in Section 1.06, notice of such higher interest rate
(or such higher spread or spread multiplier, if applicable) to the Holder of
such Security within 30 days after receipt of such Company Order. Such
notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) is reset on an Optional Reset Date, and with respect to which
the Holders of such Securities have not tendered such Securities for repayment
(or have validly revoked any such tender) pursuant to the next succeeding
paragraph, will bear such higher interest rate (or such higher spread or spread
multiplier, if applicable).


 


35

















 


The
Holder of any such Security will have the option to elect repayment by the
Company of the principal of such Security on each Optional Reset Date at a
price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date,
the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date.


 


Subject
to the foregoing provisions of this Section and Section 3.05, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


Section 3.08.
Optional Extension of Stated Maturity.


 


The
provisions of this Section 3.08 may be made and shall only be applicable
to any series of Securities if expressly set forth in a supplemental indenture
with respect to such Securities pursuant to Section 3.01 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 3.01).
The Stated Maturity of any Security of such series may be extended, if contemplated
by the particular Series of Securities, at the option of the Company for
the period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the
face of such Security. The Company may exercise such option with respect to any
Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to the Stated Maturity of such Security in effect prior
to the exercise of such option (the “Original Stated Maturity”) by delivery of
a Company Order. If the Company exercises such option, the Trustee shall
transmit, in the manner provided for in Section 1.06, to the Holder
of such Security not later than 40 days prior to the Original Stated Maturity
a notice (the “Extension Notice”) indicating (i) the election of the
Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the
interest rate, if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee’s transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will
have the same terms as prior to the transmittal of such Extension Notice.


 


36

















 


Notwithstanding
the foregoing, not later than 20 days before the Original Stated Maturity
of such Security, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period by directing the Trustee by delivery of a Company Order,
to transmit, in the manner provided for in Section 1.06, notice of such
higher interest rate to the Holder of such Security within 10 days after
receipt of such Company Order. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher interest
rate.


 


If the
Company extends the Stated Maturity of any Security, the Holder will have the
option to elect repayment of such Security by the Company on the Original
Stated Maturity at a price equal to the principal amount thereof, plus interest
accrued to such date. In order to obtain repayment on the Original Stated
Maturity once the Company has extended the Maturity thereof, the Holder must
follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the
Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by written
notice to the Trustee revoke such tender for repayment until the close of
business on the fifth day before the Original Stated Maturity.


 


Section 3.09.
Persons Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the absolute
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 3.05
and 3.07) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


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


 


The
Depositary, or its nominee, may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security for all
purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


37

















 


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


 


Section 3.10.
Cancellation.


 


All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit
against any current or future sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities and
coupons so delivered to the Trustee, if not already cancelled, shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered
shall be promptly canceled by the Trustee. If the Company shall so acquire any
of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation. For purposes of
this Section 3.10, the repayment of any principal amount of Securities at
the option of the Holder shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the Company shall deliver or surrender the same to the Trustee with a
Company Order that such Securities be canceled. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities and coupons held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures and certification of their disposal
delivered to the Company unless by Company Order the Company shall direct that
canceled Securities be returned to it.


 


Section 3.11.
Computation of Interest.


 


Interest,
if any, on the Securities of any series shall be computed on the basis of a
360-day year of twelve 30-day months.


 


Section 3.12.
Currency and Manner of Payments in Respect of Securities.


 


(a)   With
respect to Registered Securities of any series not permitting the election
provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in
paragraph (d) below, payment of the principal of (and premium, if
any) and interest, if any, on any Registered or Bearer Security of such series
will be made in the Currency in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section 3.12
may be modified or superseded with respect to any Securities pursuant to Section 3.01.


 


38

















 


(b)   It
may be provided pursuant to Section 3.01 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of
principal of (or premium, if any) or interest, if any, on such Registered
Securities in any of the Currencies which may be designated for such election
by delivering to the Trustee a written election with signature guarantees and
in the applicable form established pursuant to Section 3.01, not later
than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any
such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (but any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date
and no such change of election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of
Default has occurred or with respect to which the Company has deposited funds
pursuant to Article 4 or 14 or with respect to which a notice of
redemption has been given by the Company or a notice of option to elect
repayment has been sent by such Holder or such transferee). Any Holder of any
such Registered Security who shall not have delivered any such election to the
Trustee not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 3.12(a). The Trustee shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.


 


(c)   Unless
otherwise specified pursuant to Section 3.01, if the election referred to
in paragraph (b) above has been provided for pursuant to Section 3.01,
then, unless otherwise specified pursuant to Section 3.01, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid
in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for
pursuant to Section 3.01 and if at least one Holder has made such
election, then, unless otherwise specified pursuant to Section 3.01, on
the second Business Day preceding such payment date the Company will deliver to
the Trustee for such series of Registered Securities an Exchange Rate Officers’
Certificate in respect of the Dollar or Foreign Currency payments to be made on
such payment date. Unless otherwise specified pursuant to Section 3.01,
the Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in
paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
“Valuation Date”) immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.


 


39

















 


(d)   If
a Conversion Event occurs with respect to a Foreign Currency in which any of
the Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest,
if any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the “Conversion Date”), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 3.01,
the Dollar amount to be paid by the Company to the Trustee and by the Trustee
or any Paying Agent to the Holders of such Securities with respect to such
payment date shall be, in the case of a Foreign Currency other than a currency
unit, the Dollar Equivalent of the Foreign Currency or, in the case of a
currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 


(e)   Unless
otherwise specified pursuant to Section 3.01, if the Holder of a
Registered Security denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder
shall receive payment in the Currency in which payment would have been made in
the absence of such election; and if a Conversion Event occurs with respect to
the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in
paragraph (d) above.


 


(f)   The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange
Rate Agent and shall be obtained for each subsequent payment date by converting
the specified Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date.


 


(g)   The
“Dollar Equivalent of the Currency Unit” shall be determined by the Exchange
Rate Agent and subject to the provisions of paragraph (h) below shall
be the sum of each amount obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.


 


(h)   For
purposes of this Section 3.12 the following terms shall have the following
meanings:


 


A “Component
Currency” shall mean any Currency which, on the Conversion Date, was a
component Currency of the relevant Currency unit.


 


A “Specified
Amount” of a Component Currency shall mean the number of units of such
Component Currency or fractions thereof which were represented in the relevant
Currency unit on the Conversion Date. If, after the Conversion Date, the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided
or multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single Currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency
shall thereafter be a Component Currency. If, after the Conversion Date, any
Component Currency shall be divided into two or more Currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more Currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the Dollar Equivalent
value of the Specified Amount of such former Component Currency at the Market
Exchange Rate immediately before such division and such amounts shall
thereafter be Specified Amounts and such Currencies shall thereafter be
Component Currencies. If, after the Conversion Date of the relevant Currency
unit, a Conversion Event (other than any event referred to above in this
definition of Specified Amount) occurs with respect to any Component Currency
of such Currency unit and is continuing on the applicable Valuation Date, the
Specified Amount of such Component Currency shall, for purposes of calculating
the Dollar Equivalent of the Currency Unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component
Currency.


 


40

















 


“Election
Date” shall mean the date, which shall be no later than 10 Business Days prior
to the applicable payment date, for any series of Registered Securities as
specified pursuant to clause (15) of Section 3.01 by which the
written election referred to in paragraph (b) above may be made.


 


All
decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee and all Holders of such Securities denominated or payable in the
relevant Currency. The Exchange Rate Agent shall promptly give written notice
to the Company and the Trustee of any such decision or determination.


 


In the
event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will immediately give
written notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided for in Section 1.06
to the affected Holders) specifying the Conversion Date. In the event the
Company so determines that a Conversion Event has occurred with respect to any
Currency unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 1.06 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee and the Exchange Rate Agent.


 


The
Trustee shall be fully justified and protected in relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent.


 


41

















 


Section 3.13.
Appointment and Resignation of Successor Exchange Rate Agent.


 


(a)   Unless
otherwise specified pursuant to Section 3.01, if and so long as the
Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so
long as it is required under any other provision of this Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. The Company will cause the Exchange
Rate Agent to make the necessary foreign exchange determinations at the time
and in the manner specified pursuant to Section 3.01 for the purpose
of determining the applicable rate of exchange and, if applicable, for the
purpose of converting the issued Currency into the applicable payment Currency
for the payment of principal (and premium, if any) and interest, if any,
pursuant to Section 3.12.


 


(b)   The
Company shall have the right to remove and replace from time to time the
Exchange Rate Agent for any series of Securities. No resignation or removal of
the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent
pursuant to this Section shall become effective until the acceptance of
appointment by the successor Exchange Rate Agent as evidenced by a written
instrument delivered to the Company and the Trustee.


 


(c)   If
the Exchange Rate Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Exchange Rate Agent for any
cause with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Exchange
Rate Agent or Exchange Rate Agents with respect to the Securities of that or
those series (it being understood that any such successor Exchange Rate Agent
may be appointed with respect to the Securities of one or more or all of such
series and that, unless otherwise specified pursuant to Section 3.01, at
any time there shall only be one Exchange Rate Agent with respect to the
Securities of any particular series that are originally issued by the Company
on the same date and that are initially denominated and/or payable in the same
Currency).


 


Section 3.14.
CUSIP Numbers.


 


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


 


42

















 


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


Section 4.01.
Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to
receive Additional Amounts as contemplated by Section 10.05) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series
when


 


(1)   either


 


(A)  all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been
waived as provided in Section 3.05, (ii) Securities and coupons of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06, (iii) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section 11.06,
and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust with the Trustee or any Paying
Agent or segregated and held in trust by the Company and thereafter repaid to
the Company, as provided in Section 10.03) have been cancelled and
delivered to the Trustee or delivered to the Trustee for cancellation; or


 


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


 


(i)   have
become due and payable, or


 


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


 


(iii)   if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company,


 


and the Company, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose an
amount in the Currency in which the Securities of such series are payable,
sufficient, without reinvestment, to pay and discharge the entire indebtedness
on such Securities and coupons not theretofore cancelled and delivered to the
Trustee or delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, if any, to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


 


43
















 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Trustee to any Authenticating Agent under Section 6.13
and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph
of Section 10.03 shall survive.


 


Section 4.02. Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 10.03,
all money and securities deposited with the Trustee pursuant to Section 4.01
shall be held in trust and applied by it, in accordance with the provisions of
the Securities, the coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest, if any, for whose payment such
money and securities has been deposited with the Trustee, but such money need
not be segregated from other funds except to the extent required by law.


 


All moneys and securities deposited with the Trustee
pursuant to Section 4.01 (and held by it or any Paying Agent) for the
payment of Securities subsequently converted shall be returned to the Company
upon a Company Request.


 


ARTICLE 5


 


REMEDIES


 


Section 5.01. Events of Default.


 


“Event of Default,” wherever used herein with
respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), except to the extent such event is
specifically deleted or modified as contemplated by Section 3.01
for the Securities of that series:


 


44

















 


(1)   default in the payment of any
interest on any Security of that series, or any related coupon, when such
interest or coupon becomes due and payable, and continuance of such default for
a period of 30 days; or


 


(2)   default in the payment of the
principal of (or premium, if any, on) any Security of that series at its
Maturity (excluding a Maturity arising from a call for redemption through
operation of any sinking fund); or


 


(3)   default in the deposit of any
sinking fund payment, when and as due by the terms of the Securities of that
series, and continuance of such default for a period of 30 days; or


 


(4)   with respect to a series of
Securities, default in the performance, or breach, of any covenant, agreement
or warranty of the Company in the Securities of such series or in this
Indenture (other than a covenant, agreement or warranty a default in the
performance or breach of which is specifically dealt with elsewhere in this Section or
which has expressly been included in this Indenture solely for the benefit of a
series of Securities other than that series or which has been included in this
Indenture but expressly made not applicable to the Securities of that series),
and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of that series, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(5)   the entry of a decree or order
by a court having jurisdiction in the premises adjudging the Company bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
the Federal Bankruptcy Code or any other applicable federal or state law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 90 consecutive
days; or


 


(6)   the institution by the Company
of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other applicable federal or
state law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due; or


 


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


 


45

















 


Section 5.02. Acceleration of Maturity;
Rescission and Annulment.


 


If an Event of Default described in clause (1),
(2), (3), (4) or (7) of Section 5.01 with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due
and payable. If an Event of Default specified in Section 5.01(5) or 5.01(6) occurs
and is continuing, then the principal amount of all the Securities shall ipso
facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


 


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


 


(1)   the Company has paid or
deposited with the Trustee a sum sufficient to pay in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.01 for the Securities of such series and except, if
applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e):


 


(A)  all
overdue interest, if any, on all Outstanding Securities of that series (or of
all series, as the case may be) and any related coupons,


 


(B)  all
unpaid principal of (and premium, if any, on) any Outstanding Securities of
that series (or of all series, as the case may be) which has become due
otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate or rates prescribed therefor in such Securities,


 


(C)  to
the extent lawful, interest on overdue interest, if any, at the rate or rates
prescribed therefor in such Securities, and


 


(D)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due to the Trustee under Section 6.07; and


 


(2)   all Events of Default with
respect to Securities of that series (or of all series, as the case may be),
other than the non-payment of amounts of principal of (or premium, if any, on)
or interest on Securities of that series (or of all series, as the case may be)
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.


 


46

















 


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


 


Section 5.03. Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The Company covenants that if


 


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


 


(2)   default is made in the payment
of the principal of (or premium, if any, on) any Security at the Maturity
thereof, or


 


(3)   default is made in the payment
of any sinking or purchase fund or analogous obligation when the same becomes
due by the terms of the Securities of any series, and any such default
continues for any period of grace provided with respect to the Securities of
such series, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holder of any such Security and coupon (or the Holders of any such
series), the whole amount then due and payable on any such Security and coupon
(or on the Securities and coupons of any such series) for principal and any
premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any
overdue interest, at the rate or rates prescribed therefor by the terms of any
such Security (or of Securities of any such series); and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due to
the Trustee under Section 6.07.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due
and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.


 


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


 


47

















 


Section 5.04. Trustee May File Proofs
of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


(i)   to
file and prove a claim for the whole amount of principal (and premium, if any),
or such portion of the principal amount of any series of Original Issue
Discount Securities or Indexed Securities as may be specified in the terms of
such series, and interest, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due to the Trustee under Section 6.07)
and of the Holders allowed in such judicial proceeding, and


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.


 


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


 


Section 5.05. Trustee May Enforce
Claims Without Possession of Securities.


 


All rights of action and claims under this Indenture
or the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section 6.07
be for the ratable benefit of the Holders of the Securities and coupons in
respect of which such judgment has been recovered.


 


48

















 


Section 5.06. Application of Money
Collected.


 


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


 


First: To the payment of all amounts due the Trustee
under Section 6.07;


 


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


 


Third: The balance, if any, to the Person or Persons
entitled thereto.


 


Except as provided in Section 3.12, in any case
where Securities are Outstanding which are denominated in more than one
Currency, or in a composite Currency and at least one other Currency, and the
Trustee is directed to make ratable payments under this Section to Holders
of Securities, the Trustee shall calculate the amount of such payments as
follows: (i) as of the day the Trustee collects an amount under this
Article, the Trustee shall, as to each Holder of a Security to whom an amount
is due and payable under this Section which is denominated in a Foreign
Currency or a composite Currency, determine that amount of Dollars that would
be obtained for the amount owing such Holder, using the Market Exchange Rate,
as determined by the Exchange Rate Agent; (ii) calculate the sum of all
Dollar amounts determined under (i) and add thereto any amounts due and
payable in Dollars; and (iii) using the individual amounts determined in (i) or
any individual amounts due and payable in Dollars, as the case may be, as a
numerator and the sum calculated in (ii) as a denominator, calculate as to
each Holder of a Security to whom an amount is owed under this Section the
fraction of the amount collected under this Article payable to such
Holder. Any expenses incurred by the Trustee in actually converting amounts
owing Holders of Securities denominated in a Currency or composite Currency
other than that in which any amount is collected under this Article shall
be likewise (in accordance with this paragraph) borne ratably by all Holders of
Securities to whom amounts are payable under this Section.


 


Section 5.07. Limitation on Suits.


 


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


 


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


 


49

















 


(2)   the Holders of not less than
25% in principal amount of the Outstanding Securities of that series in the
case of any Event of Default described in clause (1), (2), (3), (4) or (7) of
Section 5.01, or, in the case of any Event of Default described in
clause (5) or (6) of Section 5.01, the Holders of not less than 25%
in principal amount of all Outstanding Securities, shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


 


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


 


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


 


(5)   no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by
the Holders of a majority or more in principal amount of the Outstanding
Securities of that series in the case of any Event of Default described in
clause (1), (2), (3), (4) or (7) of Section 5.01, or,
in the case of any Event of Default described in clause (5) or (6) of
Section 5.01, by the Holders of a majority or more in principal amount of
all Outstanding Securities;


 


it
being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 5.01,
or of Holders of all Outstanding Securities in the case of any Event of
Default described in clause (5) or (6) of Section 5.01,
or to obtain or to seek to obtain priority or preference over any other of
such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders of
Securities of the same series, in the case of any Event of Default described in
clause (1), (2), (3), (4) or (7) of Section 5.01,
or of Holders of all Outstanding Securities in the case of any Event of
Default described in clause (5) or (6) of Section 5.01.


 


Section 5.08. Unconditional Right of Holders
to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right, which is
absolute and unconditional, to receive payment, as provided herein (including,
if applicable, Article 14) and in such Security, of the principal of
(and premium, if any) and (subject to Section 3.07) interest, if any, on,
such Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


 


50

















 


Section 5.09. Restoration of Rights and
Remedies.


 


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


 


Section 5.10. Rights and Remedies
Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 5.11. Delay or Omission Not Waiver.


 


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


 


Section 5.12. Control by Holders.


 


With respect to the Securities of any series, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 5.01,
and, with respect to all Outstanding Securities, the Holders of not less than a
majority in principal amount of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4) or (7) of
Section 5.01, provided that in each case:


 


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


 


51

















 


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


 


(3)   the Trustee need not take any
action which might expose it to personal liability or be unjustly prejudicial
to the Holders not joined therein; and


 


(4)   such direction shall be
presented by such Holders to the Trustee in a timely manner.


 


Section 5.13. Waiver of Past Defaults.


 


Subject to Section 5.02, the Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default described in clause (1), (2), (3), (4) or (7) of
Section 5.01 (and, in the case of a default described in clause (5) or (6) of
Section 5.01, the Holders of not less than a majority in principal amount
of all Outstanding Securities) may waive any such past default in each case and
its consequences, except a default:


 


(1)   in respect of the payment of
the principal of (or premium, if any) or interest, if any, on any Security or
any related coupon, or


 


(2)   in respect of a covenant or
provision hereof which under Article 9 cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected.


 


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


 


Section 5.14. Waiver of Stay or Extension
and Usury 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 stay or
extension law or usury law or other law that would prohibit or forgive the
Company from paying all or any portion of its obligations on the Securities as
provided herein, 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, 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.


 


52

















 


Section 5.15. Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by his or her 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; provided, that the provisions of this Section 5.15
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of any amount owed in respect of
any Security or coupon on or after the due date expressed in such Security or
coupon or to any suit for the enforcement of the right to convert any Security
in accordance with the provisions of Section 3.01.


 


ARTICLE 6


 


THE TRUSTEE


 


Section 6.01. Certain Duties and
Responsibilities.


 


(a)   Except during the continuance
of an Event of Default with respect to Securities of any series:


 


(i)   the
Trustee undertakes to perform, with respect to Securities of such series, such
duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(ii)   in
the absence of bad faith on its part, the Trustee may, with respect to
Securities of any series, conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.


 


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


 


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


 


53
















 


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


 


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


 


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


 


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


 


(d)   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 6.02. Notice of Defaults.


 


Within 90 days after the occurrence of any
Default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in Trust Indenture Act Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default
shall have been cured or waived; provided,
however, that, except in the case
of a Default in the payment of the principal of (or premium, if any) or
interest, if any, and related coupons, on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of such
series and any related coupons; and provided further that in the case of any
Default of the character specified in Section 5.01(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof.


 


Section 6.03. Certain Rights of Trustee.


 


Subject to the provisions of Trust Indenture Act
Sections 315(a) through 315(d):


 


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


 


54

















 


(2)   any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


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


 


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


 


(8)   the Trustee shall not be
charged with knowledge of any Event of Default with respect to the Securities
of any series for which it is acting as Trustee unless either (a) a
Responsible Officer of the Trustee assigned to Institutional Trust Services (or
any successor division or department of the Trustee) shall have actual
knowledge of the Event of Default or (b) written notice of such Event of
Default shall have been given to the Trustee by the Company, any other obligor
on such Securities or by any Holder of such Securities; and


 


55

















 


(9)   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.


 


Section 6.04. Trustee Not Responsible for
Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except for the Trustee’s certificates of authentication, and in any coupons
shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05. May Hold Securities.


 


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


 


The Trustee may become and act as trustee under
other indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.


 


Section 6.06. Money Held in Trust.


 


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


 


Section 6.07. Compensation and
Reimbursement.


 


The Company agrees:


 


(1)   to pay to the Trustee and each
Authenticating Agent from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


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


 


56

















 


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


 


The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture or, for all periods up to the date of
resignation, the resignation of the Trustee pursuant to Section 6.09
hereof. As security for the performance of such obligations of the Company, the
Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (or premium, if any) or interest, if any, on particular
Securities or coupons.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.01(5) or (6),
the expenses (including reasonable charges and expense of its counsel) of and
the compensation for such services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


The provisions of this Section shall survive
the termination of this Indenture or the resignation of the Trustee pursuant to
Section 6.09 hereof.


 


“Trustee” for purposes of this Section 6.07
shall include any predecessor Trustee but the willful misconduct, negligence or
bad faith of any Trustee shall not affect the rights of any other Trustee under
this Section 6.07.


 


Section 6.08. Corporate Trustee Required;
Eligibility; Conflicting Interests.


 


(a)   There
shall be at all times a Trustee hereunder which shall be eligible to act as
Trustee under Trust Indenture Act Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


(b)   The indenture, dated as of August 1,
2000, between the Company and JP Morgan Chase Bank (formerly The Chase
Manhattan Bank), as trustee, relating to the issuance of Liquid Yield Option
Notes due 2020 shall be deemed to be specifically described herein for the
purposes of clause (i) of the first proviso contained in Trust
Indenture Act Section 310(b).


 


57

















 


Section 6.09. Resignation and Removal;
Appointment of Successor.


 


(a)   No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.10.


 


(b)   The Trustee may resign at any
time with respect to the Securities of one or more series by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.10 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)   The Trustee may be removed at
any time with respect to the Securities of any series by Act of the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.


 


(d)   If at any time:


 


(1)   the Trustee shall fail to
comply with the provisions of Trust Indenture Act Section 310(b) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)   the Trustee shall cease to be
eligible under Section 6.08(a) and shall fail to resign after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


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


 


then,
in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Trust Indenture
Act Section 315(e), any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all other
similarly situated Holders, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


(e)   If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.09, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


 


58

















 


(f)    The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series to the Holders of such series in the manner provided
for in Section 1.06. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.


 


Section 6.10. Acceptance of Appointment by Successor.


 


(a)   In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder;
provided, that such property and money shall continue to be subject to any lien
in favor of the retiring Trustee provided for in Section 6.07.


 


(b)   In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees to be deemed co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee, unless contemplated otherwise by a supplemental indenture,
all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien provided for in Section 6.07 with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates. Whenever there is a successor Trustee with respect to one or
more (but less than all) series of Securities issued pursuant to this
Indenture, the terms “Indenture” and “Securities” shall have the meanings
specified in the provisos to the respective definitions of those terms in Section 1.01
which contemplate such situation.


 


59

















 


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


 


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


 


Section 6.11. Merger, Amalgamation,
Conversion, Consolidation or Succession to Business.


 


Any Person into which the Trustee may be merged,
amalgamated, or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, amalgamation, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities. In case any of the Securities shall not have
been authenticated by such predecessor Trustee, any successor Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor Trustee. In all such cases such certificates shall
have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee; provided,
however, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, amalgamation, conversion or consolidation.


 


60

















 


Section 6.12. Section Preferential
Collection of Claims Against Company.


 


If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of Section 311 of the Trust Indenture
Act and any other provision of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


 


Section 6.13. Appointment of Authenticating
Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06 and the Trustee shall give written notice of such
appointment to all Holders of the series with respect to which such
Authenticating Agent will serve, in the manner provided for in Section 1.06.
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, and a copy of such
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any state thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal, state or District of Columbia
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Section.


 


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


 


61

















 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in Section 1.06.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


The provisions of Sections 3.09, 6.04 and 6.05
shall be applicable to each Authenticating Agent.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  



 


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


 


	
   

  	
  JPMORGAN
  CHASE BANK,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
				



 


ARTICLE 7


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01. Company to Furnish Trustee
Names and Addresses of Holders.


 


The Company will furnish or cause to be furnished to
the Trustee (1) not more than 7 days after each Regular Record Date a
list, in such form as the Trustee may reasonably require, of the names and
addresses of Holders as of such Regular Record Date; provided, however,
that the Company shall not be obligated to furnish or cause to be furnished
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and at such times as
the Trustee is acting as Security Registrar for the applicable series of
Securities and (2) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished.


 


62

















 


Section 7.02. Preservation of List of Names
and Addresses of Holders.


 


(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 contained in the most recent list furnished to it
as provided in Section 7.01 and as to the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar for the
applicable series of Securities (if acting in such capacity).


 


(b)   The Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new
list so furnished.


 


(c)   Holders may communicate as
provided in Section 312(b) of the Trust Indenture Act with other
Holders with respect to their rights under this Indenture or under the
Securities.


 


Section 7.03. Disclosure of Names and
Addresses of Holders.


 


Every Holder of Securities or coupons, by receiving
and holding the same, agrees with the Company and the Trustee that none of the
Company or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Trust Indenture Act Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Trust Indenture Act Section 312(b).


 


Section 7.04. Reports by Trustee.


 


Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit to the Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a
brief report dated as of such May 15 if required by Trust Indenture Act Section 313(a).


 


Section 7.05. Reports by Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, if any, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.


 


63
















 


ARTICLE 8


 


CONSOLIDATION,
AMALGAMATION, MERGER,

CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01. Company May Consolidate,
etc., Only on Certain Terms.


 


Unless otherwise provided in a supplemental
indenture with respect to a particular series of Securities, the Company shall
not consolidate or amalgamate with or merge into or enter into any statutory
arrangement with any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless:


 


(a)   the Person formed by such
consolidation or amalgamation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety (i) shall be a
corporation, partnership or trust organized and validly existing under the laws
of Canada or any province or territory thereof, the United States, any
state thereof or the District of Columbia and (ii) shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the Company’s obligation for the due and
punctual payment of the principal of (and premium, if any) and interest, if
any, on all the Securities and the performance and observance of every covenant
of this Indenture on the part of the Company to be performed or observed;


 


(b)   immediately after giving effect
to such transaction, no Default or Event of Default shall have occurred and be
continuing; and


 


(c)   the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, amalgamation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


The requirements of paragraphs (a) and (b) of
this Section 8.01 shall not apply to (1) any merger, amalgamation or
consolidation in which the Company is the surviving corporation or (2) any
sale, conveyance, transfer, lease or other disposition of the Company’s assets
to a direct or indirect wholly owned Subsidiary of the Company.


 


Section 8.02. Successor Person Substituted.


 


Upon any consolidation or amalgamation by the
Company with or merger by the Company into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety to any Person in accordance with Section 8.01, the successor
Person formed by such consolidation or amalgamation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter the Company (which term
shall for this purpose mean the Person named as the “Company” in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 8.01), except in the case
of a lease, shall be discharged of all obligations and covenants under this
Indenture and the Securities and the coupons and may be dissolved and
liquidated.


 


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Upon any transaction referred to in Section 8.01,
the assumption of the Company’s obligations by such successor person referred
to in the preceding paragraph shall be and be deemed to be a novation of the
Securities. In the event of any such novation, except in the case of a lease of
all or substantially all of the assets of the Company, the Company shall be
discharged from all of its obligations and covenants under this Indenture and
the Securities. The Company, the Trustee and such successor Person shall enter
into a supplemental indenture to evidence the novation of the Securities, the
succession and substitution of such successor Person and such discharge and
release of the Company. In addition, in case of any such novation, such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.


 


Section 8.03. No Consent or Approval
Required.


 


To the greatest extent permitted by law, no approval
or consent of the Holders is required in connection with any consolidation,
amalgamation or merger involving the Company, or any sale or conveyance to
another Person of all or substantially all the assets of the Company, or any
change in the conversion rate or exchange rate of any series of Securities in
each case in accordance with the provisions of Section 3.01, or the
property deliverable upon conversion of the Securities, whether as a result of
any of the events referred to in Section 8.01 or otherwise under the
terms of this Indenture.


 


ARTICLE 9


 


SUPPLEMENTAL
INDENTURES


 


Section 9.01. Supplemental Indentures
Without Consent of Holders.


 


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


 


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


 


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


 


(3)   to add any additional Events of
Default (and if such Events of Default are to be for the benefit of less than
all series of Securities, stating that such Events of Default are being
included solely for the benefit of the specified series); or


 


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


 


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


 


(6)   to establish the form or terms
of Securities of any series and any related coupons as permitted by
Sections 2.01 and 3.01; or


 


(7)   to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 6.10(b); or


 


(8)   to close this Indenture
with respect to the authentication and delivery of additional series of
Securities, to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture; provided such other provisions shall not be inconsistent
with the provisions in this Indenture or adversely affect the interests of the
Holders of any series and any related coupons in any material respect; or


 


(9)   to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to
Sections 4.01, 14.02 and 14.03; provided that any such action shall not
adversely affect the interests of the Holders of such series and any related
coupons or any other series of Securities in any material respect; or


 


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(10) to modify or amend this Indenture in such
a manner as to permit the qualification of this Indenture or any supplemental
indenture under the Trust Indenture Act, the Business Corporations Act
(Ontario) and/or any other applicable laws governing trust indentures, in each
case as then in effect; or


 


(11) to add guarantees with respect to any or
all of the Securities or to secure any or all of the Securities; or


 


(12) to make any changes that does not
adversely affect the rights of any Holder.


 


Section 9.02. Supplemental Indentures with
Consent of Holders.


 


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


 


(1)   change the Stated Maturity of
the principal of (or premium, if any) or any installment of principal of or
interest on any Security of such series, or reduce the principal amount thereof
(or premium, if any) or the rate of interest, if any, thereon, or change the
method of calculating the rate of interest thereon, or change any obligation of
the Company to pay Additional Amounts contemplated by Section 10.05
(except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)),
or reduce the amount of the principal of an Original Issue Discount
Security of such series that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02 or the
amount thereof provable in bankruptcy pursuant to Section 5.04,
or adversely affect any right of repayment at the option of any Holder of
any Security of such series, or change any Place of Payment where, or the
Currency in which, any Security of such series or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or adversely affect any right to
convert or exchange any Security as may be provided pursuant to Section 3.01,
or


 


(2)   reduce the percentage in
principal amount of the Outstanding Securities of such series the consent of
whose Holders is required for any modification, supplement or amendment of this
Indenture or for any waiver of compliance with certain provisions of this
Indenture which affect such series or certain defaults applicable to such series
hereunder and their consequences provided for in this Indenture, or reduce the
requirements of Section 15.04 for quorum or voting with respect to
Securities of such series, or


 


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(3)   modify any of the provisions of
this Section, Section 5.13 or Section 10.08, except to increase any
such percentage or to provide that certain other provisions of this Indenture
which affect such series cannot be modified or waived without the consent of
the Holder of each Outstanding Security of such series.


 


Any supplemental indenture adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or modifying in any manner the rights of
the Holders of Securities of one or more particular series, shall not affect
the rights under this Indenture of the Holders of Securities of any other
series.


 


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


 


Section 9.03. Execution of Supplemental
Indentures.


 


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


 


Section 9.04. Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupons appertaining thereto
shall be bound thereby. To the extent any terms of a supplemental indenture
relating to a series of Securities are contrary to or duplicative of terms
contained in this Indenture, the terms of such supplemental indenture shall be
deemed to supersede this Indenture solely with respect to the Securities issued
pursuant to such supplemental indenture.


 


Section 9.05. Conformity with Trust
Indenture Act.


 


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


 


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Section 9.06. Reference in Securities to
Supplemental Indentures.


 


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


 


Section 9.07. Notice of Supplemental
Indentures.


 


Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the provisions of Section 9.02,
the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 1.06, setting forth
in general terms the substance of such supplemental indenture.


 


ARTICLE 10


 


COVENANTS


 


Section 10.01. Payment of Principal,
Premium, if any, and Interest.


 


The Company covenants and agrees for the benefit of
the Holders of each series of Securities and any related coupons that it will
duly and punctually pay the principal of (and premium, if any) and interest, if
any, on the Securities of that series in accordance with the terms of the
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 3.01 with respect to any
series of Securities, any interest installments due on Bearer Securities on or
before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.


 


Section 10.02. Maintenance of Office or
Agency.


 


If the Securities of a series are issuable only as
Registered Securities, the Company will maintain in each Place of Payment for
such series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange, where Securities
of that series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable, and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company hereby initially appoints the Trustee its office or
agency for each of said purposes.


 


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


 


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The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of any series and the related coupons
may be presented and surrendered for payment at the offices specified for the
purpose in the Security, and the Company hereby appoints the same as its agents
to receive such respective presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one
or more other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind any such designation; provided,
however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities as contemplated by Section 3.01
with respect to a series of Securities, the Company hereby designates as a
Place of Payment for each series of Securities the office or agency of the
Company in the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in such city
and as its agent to receive all such presentations, surrenders, notices and
demands.


 


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Section 10.03. Money for Securities Payments
to Be Held in Trust.


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities and any related coupons,
it will, on or before each due date of the principal of (or premium, if any) or
interest, if any, on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the Currency
in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series
and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and
3.12(e)) sufficient to pay the principal of (or premium, if any) or interest,
if any, on Securities of such series so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


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


 


(2)   give the Trustee notice of any
default by the Company (or any other obligor upon the Securities of such
series) in the making of any payment of principal of (or premium, if any) or
interest, if any, on the Securities of such series; and


 


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


 


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


 


Except as provided in the Securities of any series,
any money or securities deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (or premium,
if any) or interest, if any, on any Security of any series, or any coupon
appertaining thereto, and remaining unclaimed for the earlier of ten days prior
to the time such money or securities would escheat to the state or two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or coupon shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money or Securities, and all liability of the Company as
trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in general circulation in the Borough of Manhattan, The City of New York, or
mail to each Holder or both, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from
the date of such publication or mailing as the case may be, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


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Section 10.04. Statement as to Compliance;
Statement as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (which on the
date hereof ends on December 31) ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer or treasurer of the Company as to his or her
review of the Company during such year regarding compliance with the condition
covenants under this Indenture and as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 10.04, such compliance shall be determined without regard
to any period of grace or requirement of notice under this Indenture. The
Company will deliver to the Trustee, within five days after the occurrence
thereof, written notice of any Event of Default.


 


Section 10.05. Additional Amounts.


 


If specified pursuant to Section 3.01, all
payments made by the Company under or with respect to the Securities of any
series will be made free and clear of and without withholding or deduction for
or on account of any present or future tax, duty, levy, impost, assessment or
other governmental charge (including penalties, interest and other liabilities
related thereto) imposed or levied by or on behalf of the Government of Canada
or of any province or territory thereof or by any authority or agency therein
or thereof having power to tax (hereinafter “Canadian Taxes”), unless the
Company is required to withhold or deduct Canadian Taxes by law or by the
interpretation or administration thereof by the relevant governmental authority
or agency. If the Company is so required to withhold or deduct any amount for
or on account of Canadian Taxes from any payment made under or with respect to
the Securities, the Company will pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each Holder
(including Additional Amounts) after such withholding or deduction will not be
less than the amount the Holder would have received if such Canadian Taxes had
not been withheld or deducted (a similar payment will also be made to Holders
that are exempt from withholding but are required to pay tax directly on
amounts otherwise subject to withholding); provided that no Additional Amounts
will be payable:


 


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(1)   to any Person in respect of
whom such taxes are required to be withheld or deducted as a result of such
Person not dealing at arm’s length with the Company (within the meaning of the
Income Tax Act (Canada)) at the time of the making of such payment;


 


(2)   to any Person by reason of such
Person being connected with Canada (otherwise than merely by holding or
ownership of any series of Securities or receiving any payments or exercising
any rights thereunder), including without limitation a nonresident insurer who
carries on an insurance business in Canada and in a country other than Canada;


 


(3)   for or on account of any tax,
assessment or other governmental charge which would not have been so imposed
but for the presentation by the Holder of such Security or coupon for payment
on a date more than 10 days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later;


 


(4)   for or on account of any
estate, inheritance, gift, sales, transfer, personal property tax or any
similar tax, assessment or other governmental charge;


 


(5)   for or on account of any tax,
assessment or other governmental charge required to be withheld by any paying
agent from any payment to a Person in respect of any Security, if such payment
can be made to such person without such withholding by at least one other
paying agent the identity of which is provided to such Person;


 


(6)   for or on account of any tax,
assessment or other governmental charge which is payable otherwise than by
withholding from a payment in respect of such Security;


 


(7)   to any Person which is subject
to such Canadian Taxes by reason of its failure to comply with any
certification, identification, information, documentation or other reporting
requirement if compliance is required by law, regulation, administrative
practice or an applicable treaty as a precondition to exemption from, or a
reduction in the rate of deduction or withholding of, such Canadian Taxes; or


 


(8)   for any combination of
items (1), (2), (3), (4), (5), (6) and (7);


 


nor
will Additional Amounts be paid with respect to any payment on a Security to a
Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws
of Canada (or any political subdivision thereof) to be included in the income
for Canadian federal income tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to payment of the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of such
Security.


 


At least 10 days prior to each date on which
any payment under or with respect to the Securities is due and payable, if the
Company will be obligated to pay Additional Amounts with respect to such
payment, the Company will (i) deliver to the Trustee an Officers’
Certificate stating the fact that such Additional Amounts will be payable, the
amounts so payable and will set forth such other information necessary to
enable the Trustee to pay such Additional Amounts to Holders on the payment
date and (ii) deliver to the Trustee such Additional Amounts. The Company
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense reasonably incurred by the Trustee without
negligence or bad faith on its part arising out of or in connection with
actions taken or omitted by it in reliance on any Officers’ Certificate
furnished pursuant to this Section. Whenever in this Indenture there is
mentioned, in any context, the payment of principal (and premium, if any),
Redemption Price, interest or any other amount payable under or with respect to
any Security or any related coupon such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this Section to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made (if applicable).


 


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The
obligations of the Company under this Section 10.05 shall survive the
termination of the Indenture.


 


Section 10.06.
Payment of Taxes and Other Claims.


 


The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all material taxes, assessments and governmental
charges levied or imposed upon the Company or upon the income, profits or
property of the Company; provided,
however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment or charge whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders of
any Outstanding Securities.


 


Section 10.07.
Corporate Existence.


 


Subject
to Article 8, the Company will 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 the Company shall determine that either (i) the preservation thereof is
no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole and that the loss thereof is not disadvantageous in any
material respect to the Holders or (ii) that such preservation is not
necessary in connection with any transaction not prohibited by this Indenture.


 


Section 10.08.
Waiver of Certain Covenants.


 


The
Company may, with respect to any series of Securities, omit in any particular
instance to comply with any term, provision or condition which affects such
series set forth in Sections 10.06 to 10.07, inclusive, or, as
specified pursuant to Section 3.01(19) for Securities of such series, in
any covenants of the Company added to Article 10 pursuant to Section 3.01(18)
or Section 3.01(19) in connection with Securities of such series, if
before the time for such compliance the Holders of at least a majority in
principal amount of all Outstanding Securities of any series, by Act of such
Holders, waive such compliance in such instance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee to Holders of such series in respect of any such term, provision or
condition shall remain in full force and effect.


 


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ARTICLE 11


 


REDEMPTION OF SECURITIES


 


Section 11.01.
Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 3.01 for Securities of
any series) in accordance with this Article.


 


Section 11.02.
Election to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 11.03. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or pursuant
to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 11.03.
Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 3.01.


 


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


 


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


 


Section 11.04.
Notice of Redemption.


 


Except
as otherwise specified as contemplated by Section 3.01, notice of
redemption shall be given in the manner provided for in Section 1.06 not
less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed. Failure to give notice in the manner
provided in Section 1.06 to the Holder of any Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.


 


Any
notice that is mailed to the Holder of any Securities in the manner provided in
Section 1.06 shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.


 


All
notices of redemption shall state:


 


(1)   the
Redemption Date,


 


(2)   the
appropriate method of calculation of the Redemption Price,


 


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


 


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


 


(5)   that
on the Redemption Date, the Redemption Price and accrued interest, if any, to
the Redemption Date payable as provided in Section 11.06 will become due
and payable upon each such Security, or the portion thereof, to be redeemed
and, if applicable, that interest thereon will cease to accrue on and after
said date,


 


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


 


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(7)   that
the redemption is for a sinking fund, if such is the case,


 


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


 


(9)   if
Bearer Securities of any series are to be redeemed and any Registered
Securities of such series are not to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on such
Redemption Date pursuant to Section 3.05 or otherwise, the last date,
as determined by the Company, on which such exchanges may be made.


 


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


 


Section 11.05.
Deposit of Redemption Price.


 


On or
prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of
money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except, if applicable, as provided in
Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the
Redemption Price of, and accrued interest, if any, on, all the Securities which
are to be redeemed on that date.


 


Section 11.06.
Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, and the conditions, if any, set
forth in such notice having been satisfied, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(e)) (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 10.02) and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.


 


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If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted.


 


If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.


 


Section 11.07.
Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article 12) shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and Stated
Maturity, and of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.


 


Section 11.08.
Tax Redemption.


 


If
specified pursuant to Section 3.01, the Securities of a series will be
subject to redemption at any time, in whole but not in part, at a Redemption
Price equal to the principal amount thereof together with accrued and unpaid
interest to the date fixed for redemption, upon the giving of a notice as
described below, if (1) the Company determines that (a) as a result
of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of Canada or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding application or interpretation of such laws, regulations or
rulings (including a holding by a court of competent jurisdiction), which
change or amendment is announced or becomes effective on or after a date
specified in the applicable supplemental indenture, if any date is so
specified, the Company has or will become obligated to pay, on the next
succeeding date on which interest is due, Additional Amounts pursuant to Section 10.05
or (b) on or after a date specified pursuant to Section 3.01,
any action has been taken by any taxing authority of, or any decision has been
rendered by a court of competent jurisdiction in, Canada or any political
subdivision or taxing authority thereof or therein, including any of those
actions specified in (a) above, whether or not such action was taken or
decision was rendered with respect to the Company, or any change, amendment,
application or interpretation shall be officially proposed, which, in any case,
in the Opinion of Counsel to the Company, will result in the Company becoming
obligated to pay, on the next succeeding date on which interest is due,
Additional Amounts with respect to any Security of such series and (2) in
any such case, the Company in its business judgment determines that such
obligation cannot be avoided by the use of reasonable measures available to the
Company; provided, however, that (i) no such notice of
redemption may be given earlier than 90 or later than 30 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts were a payment in respect of the Securities due, and (ii) at the
time such notice of redemption is given, such obligation to pay such Additional
Amounts remains in effect.


 


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ARTICLE 12


 


SINKING FUNDS


 


Section 12.01.
Applicability of Article.


 


Retirements
of Securities of any series pursuant to any sinking fund shall be made in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction
as provided in Section 12.02. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


Section 12.02.
Satisfaction of Sinking Fund Payments With Securities.


 


Subject
to Section 12.03, in lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of such series in cash, the
Company may at its option (1) deliver to the Trustee Outstanding
Securities of such series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and/or (2) receive credit for the principal amount of Securities
of such series which have been previously delivered to the Trustee by the
Company or for Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of the same
series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series; provided,
however, that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


 


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Section 12.03.
Redemption of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(e)) and the portion thereof, if
any, which is to be satisfied by delivering or crediting Securities of that
series pursuant to Section 12.02 (which Securities will, if not previously
delivered, accompany such certificate) and whether the Company intends to
exercise its right to make a permitted optional sinking fund payment with
respect to such series. Such Officers’ Certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
Officers’ Certificate, the sinking fund payment due on the next succeeding
sinking fund payment date for that series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such Securities subject
to a mandatory sinking fund payment without, with respect to such payment date,
the option to deliver or credit Securities as provided in Section 12.02
and without the right to make any optional sinking fund payment, if any,
with respect to such series.


 


Not
more than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 11.06 and 11.07.


 


On or
prior to any sinking fund payment date, the Company shall pay to the Trustee or
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) in cash a sum equal to any
interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 12.03.


 


Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next
succeeding sinking fund payment date, together with any unused balance of any
preceding sinking fund payment or payments for such series, does not exceed in
the aggregate $100,000, the Trustee, unless requested by the Company in a
Company Request, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company in a Company
Request, shall be applied at any time or from time to time to the purchase of
Securities of such series, by public or private purchase, in the open market or
otherwise, at a purchase price for such Securities (excluding accrued interest
and brokerage commissions, for which the Trustee or any Paying Agent will be
reimbursed by the Company) not in excess of the principal amount thereof.


 


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ARTICLE 13


 


REPAYMENT AT OPTION OF HOLDERS


 


Section 13.01.
Applicability of Article.


 


Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.


 


Section 13.02.
Repayment of Securities.


 


Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on
or before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series
and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and
3.12(e)) sufficient to pay the principal (or, if so provided by the terms of
the Securities of any series, a percentage of the principal) of and (except if
the Repayment Date shall be an Interest Payment Date) accrued interest, if any,
on, all the Securities or portions thereof, as the case may be, to be repaid on
such date.


 


Section 13.03.
Exercise of Option.


 


Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities.
To be repaid at the option of the Holder, any Security so providing for such
repayment, with the “Option to Elect Repayment” form on the reverse of such
Security duly completed by the Holder (or by the Holder’s attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places or which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to
the Repayment Date. If less than the entire principal amount of such Security
is to be repaid in accordance with the terms of such Security, the principal
amount of such Security to be repaid, in increments of the minimum denomination
for Securities of such series, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be
specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.


 


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Section 13.04.
When Securities Presented for Repayment Become Due and Payable.


 


If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and
on and after such Repayment Date (unless the Company shall default in the
payment of such Securities on such Repayment Date) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be repaid, except to the
extent provided below, shall be void. Upon surrender of any Bearer Security for
repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such Security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, however,
that coupons whose Stated Maturity is on or prior to the Repayment Date shall
be payable only, unless otherwise specified, pursuant to Section 3.01,
upon presentation and surrender of such coupons; and provided further that, in
the case of Registered Securities, installments of interest, if any, whose
Stated Maturity is on or prior to the Repayment Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.07.


 


If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be
paid after deducting from the amount payable therefor as provided in Section 13.02
an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive
the amount so deducted; provided,
however, that interest
represented by coupons shall be payable, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of
those coupons.


 


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


 


Section 13.05.
Securities Repaid in Part.


 


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


 


ARTICLE 14


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 14.01.
Company’s Option to Effect Defeasance or Covenant Defeasance.


 


Except
as otherwise specified as contemplated by Section 3.01 for Securities
of any series, the provisions of this Article 14 shall apply to each
series of Securities, and the Company may, at its option, by Board Resolution
effect defeasance of the Securities of or within a series under Section 14.02
or covenant defeasance of a series under Section 14.03 in accordance
with the terms of such Securities and in accordance with this Article.


 


Section 14.02.
Defeasance and Discharge.


 


Upon
the Company’s exercise under Section 14.01 of the option applicable to
this Section with respect to any Securities of a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any related coupons on the date the conditions set
forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding
Securities and any related coupons, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 14.05 and the other Sections of this
Indenture referred to in (A), (B) and (C) below, and to have
satisfied all its other obligations under such Securities and any related
coupons and this Indenture insofar as such Securities and any related coupons
are concerned (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and
any related coupons to receive, solely from the trust fund described in Section 13.04
and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on such Securities and
any related coupons when such payments are due, (B) the Company’s
obligations with respect to such Securities under Sections 3.04, 3.05,
3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 10.05, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith, including the Company’s
obligations under Section 6.07, and (D) this Article 14.
Subject to compliance with this Article 14, the Company may exercise its
option under this Section 14.02 notwithstanding the prior exercise of its
option under Section 14.03 with respect to such Securities and any related
coupons.


 


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Section 14.03. Covenant Defeasance.


 


Upon the Company’s exercise under Section 14.01
of the option applicable to this Section with respect to any Securities of
a series, the Company shall be released from its obligations under Article 10,
and, if specified pursuant to Section 3.01, its obligations under any
other covenant, with respect to such Outstanding Securities and any related
coupons on and after the date the conditions set forth in Section 14.04
are satisfied (hereinafter, “covenant defeasance”), and such Securities and any
related coupons shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any related coupons, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01(4) or Section 5.01(7) or otherwise,
as the case may be, but, except as specified above, the remainder of this
Indenture and such Securities and any related coupons shall be unaffected
thereby.


 


Section 14.04. Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be the conditions to application
of either Section 14.02 or Section 14.03 to any Outstanding
Securities of a series and any related coupons:


 


(1)   The Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 6.08 who shall agree to comply with the
provisions of this Article 14 applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities and any related coupons, (A) an amount (in such Currency in
which such Securities and any related coupons are then specified as payable at
Stated Maturity), or (B) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which such Securities
are then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment
of principal of and premium, if any, and interest, if any, under such
Securities and any related coupons, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent chartered accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any related coupons on the Stated Maturity (or Redemption Date,
if applicable) of such principal (and premium, if any) or installment of
interest, if any, and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any related
coupons on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any related
coupons; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said
payments with respect to such Securities and any related coupons. Before such a
deposit, the Company may give to the Trustee, in accordance with Section 11.02
hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the
Securities of such series and Article 11 hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given
effect in applying the foregoing.


 


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(2)   No Default or Event of Default
with respect to such Securities or any related coupons shall have occurred and
be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) of
Section 5.01 are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


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


 


(4)   In the case of an election
under Section 14.02, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (x) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (y) 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 such
Outstanding Securities and any related coupons will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.


 


(5)   In the case of an election
under Section 14.03, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any related coupons will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.


 


85

















 


(6)   The Company has delivered to
the Trustee an Opinion of Counsel to the effect that such deposit shall not
cause the Trustee or the trust so created to be subject to the Investment
Company Act of 1940, as amended.


 


(7)   The Company has delivered to
the Trustee either an Opinion of Counsel of Canadian counsel or a ruling from
Canada Customs and Revenue Agency, in either case to the effect that the
Holders of such Outstanding Securities will not recognize income, gain or loss
for Canadian federal, provincial or territorial income tax or other tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to Canadian federal or provincial income tax and other tax on the same
amounts, in the same manner and at the same times as would have been the case
had such defeasance or covenant defeasance not occurred (and for the purposes
of such Opinion of Counsel, such Canadian counsel shall assume that Holders
include Holders who are not resident in Canada).


 


(8)   The Company is not an “insolvent
person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the
date of such deposit or at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).


 


(9)   Notwithstanding any other
provisions of this Section, such defeasance or covenant defeasance shall be
effected in compliance with any additional or substitute terms, conditions or
limitations in connection therewith pursuant to Section 3.01.


 


(10) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under Section 14.02
or the covenant defeasance under Section 14.03 (as the case may be)
have been complied with.


 


Section 14.05. Deposited Money and
Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph of Section 10.03,
all money and Government Obligations (or other property as may be provided
pursuant to Section 3.01) (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this Section 14.05,
the “Trustee”) pursuant to Section 14.04 in respect of such Outstanding
Securities and any related coupons shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any related
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any related
coupons of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.


 


86

















 


Unless otherwise specified with respect to any
Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(1)
has been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 3.12(b) or the
terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 14.04(1) has been made in respect of
such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d)
or 3.12(e) or by the terms of any Security in respect of which the deposit
pursuant to Section 14.04(1) has been made, the indebtedness
represented by such Security and any related coupons shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest, if any, on such Security as
they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the
applicable Market Exchange Rate for such Currency in effect on the third
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 14.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any related coupons.


 


Anything in this Article 14 to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 14.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.


 


Section 14.06. Reinstatement.


 


If the Trustee or any Paying Agent is unable to
apply any money in accordance with Section 14.05 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and such Securities and any related coupons shall be revived and
reinstated as though no deposit had occurred pursuant to Section 14.02
or 14.03, as the case may be, until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 14.05;
provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the
Trustee or Paying Agent.


 


87

















 


ARTICLE 15


 


MEETINGS OF
HOLDERS OF SECURITIES


 


Section 15.01. Purposes for Which Meetings May Be
Called.


 


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


 


Section 15.02. Call, Notice and Place of
Meetings.


 


(a)   The Trustee may at any time
call a meeting of Holders of Securities of any series for any purpose specified
in Section 15.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided for in Section 1.06,
not less than 21 nor more than 180 days prior to the date fixed for the
meeting.


 


(a)   In case at any time the
Company, pursuant to a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 15.01, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.


 


Section 15.03. Persons Entitled to Vote at
Meetings.


 


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


 


88

















 


Section 15.04. Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting of Holders of Securities of such series; provided, however,
that, if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request
of Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 15.02(a), except that
such notice need be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening
of any adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum.


 


Subject to the foregoing and except as limited by
the provisions to Section 9.02, at the reconvening of any meeting
adjourned for lack of a quorum the Holders entitled to vote 25% in aggregate
principal amount of the Outstanding Securities at the time shall constitute a
quorum for the taking of any action set forth in the notice of the original
meeting.


 


Except as limited by the proviso to Section 9.02,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series; provided,
however, that, except as limited
by the proviso to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of not less than
such specified percentage in principal amount of the Outstanding Securities of
such series.


 


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


 


Notwithstanding the foregoing provisions of this Section 15.04,
if any action is to be taken at a meeting of Holders of Securities of any
series with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of
such series and one or more additional series:


 


89

















 


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


 


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


 


Section 15.05. Determination of Voting
Rights; Conduct and Adjournment of Meetings.


 


(a)   Notwithstanding any provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
its shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy shall be
proved in the manner specified in Section 1.04. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 1.04
or other proof.


 


(b)   The Trustee shall, by an
instrument in writing appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders as provided in Section 15.02(b),
in which case the Company or the Holders of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


(c)   At any meeting each Holder of
the Securities of such series or proxy shall be entitled to one vote for each
$1,000 principal amount of Outstanding Securities of such series held or
represented by him (determined as specified in the definition of “Outstanding”
in Section 1.01); provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged in good faith as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of
the Securities of such series or proxy.


 


(d)   Any meeting of Holders of the
Securities of any series duly called pursuant to Section 15.02 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote
a majority or more in principal amount of the Outstanding Securities of such
series represented at the meeting; and the meeting may be held as so adjourned
without further notice.


 


90

















 


Section 15.06. Counting Votes and Recording
Action of Meetings.


 


The vote upon any resolution submitted to any
meeting of Holders of the Securities of any series shall be by written ballots
on which shall be subscribed the signatures of the Holders of the Securities of
such series or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series held or represented
by them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of Holders of
the Securities of any series 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 15.02
and, if applicable, Section 15.04. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


 


91

















 


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


 


	
   

  	
  CELESTICA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  ELIZABETH
  L. DELBIANCO

  
	
   

  	
   

  	
  Name:
  Elizabeth L. Delbianco

  
	
   

  	
   

  	
  Title:
  Chief Legal Officer

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  L.
  OBRIEN

  
	
   

  	
   

  	
  Name:
  L. OBrien

  
	
   

  	
   

  	
  Title:
  Vice President

  
				



 


92
















 


CELESTICA INC.


 


as Issuer


 


AND


 


JPMORGAN CHASE BANK,


 


as Trustee


 


Indenture


 


Dated as of                  


 


93

















 


CELESTICA INC.


 


Reconciliation
and tie between Trust Indenture Act of 1939 and Indenture


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  6.07

  	
   

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.07

  	
   

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.04,
  6.07(b), 6.08

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  6.04

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.04

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  7.01,
  7.02

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.02(c),
  7.03

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  7.04

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  7.05

  	
   

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  10.04

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  	
   

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  	
   

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (d)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (e)

  	
   

  	
  1.02

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  6.02

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.01.
  6.02

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  6.02

  	
   

  	
   

  
	
   

  	
  (d)

  	
   

  	
  6.02

  	
   

  	
   

  
	
   

  	
  (e)

  	
   

  	
  6.02

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
  1.01
  (“Outstanding”)

  	
   

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.02,
  5.12

  	
   

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  	
   

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  5.08

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  1.04(e)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  5.03

  	
   

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  5.04

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  10.03

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  1.11

  	
   

  	
   

  
							



 


94

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
  ARTICLE
  1    DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
  1

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Compliance
  Certificates and Opinions

  	
  11

  
	
  Section 1.03.

  	
  Form of
  Documents Delivered to Trustee

  	
  12

  
	
  Section 1.04.

  	
  Acts
  of Holders

  	
  12

  
	
  Section 1.05.

  	
  Notices,
  etc., to Trustee and Company

  	
  14

  
	
  Section 1.06.

  	
  Notice
  to Holders; Waiver

  	
  15

  
	
  Section 1.07.

  	
  Effect
  of Headings and Table of Contents

  	
  16

  
	
  Section 1.08.

  	
  Successors
  and Assigns

  	
  16

  
	
  Section 1.09.

  	
  Separability
  Clause

  	
  16

  
	
  Section 1.10.

  	
  Benefits
  of Indenture

  	
  16

  
	
  Section 1.11.

  	
  Governing
  Law

  	
  16

  
	
  Section 1.12.

  	
  Legal
  Holidays

  	
  16

  
	
  Section 1.13.

  	
  Conflict
  with Trust Indenture Act

  	
  17

  
	
  Section 1.14.

  	
  Conversion
  of Currency

  	
  17

  
	
  Section 1.15.

  	
  Indenture
  and Securities Solely Corporate Obligations

  	
  18

  
	
  Section 1.16.

  	
  Agent
  for Service; Submission to Jurisdiction; Waiver of Immunities

  	
  18

  
	
  Section 1.17.

  	
  Counterparts

  	
  19

  
	
  Section 1.18.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2 SECURITY FORMS

  	
  19

  
	
  Section 2.01.

  	
  Forms
  Generally

  	
  19

  
	
  Section 2.02.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  20

  
	
  Section 2.03.

  	
  Global
  Securities

  	
  20

  
	
  Section 2.04.

  	
  Form of
  Legend for Global Securities

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3    THE SECURITIES

  	
  21

  
	
  Section 3.01.

  	
  Amount
  Unlimited; Issuable in Series

  	
  21

  
	
  Section 3.02.

  	
  Denominations

  	
  25

  
	
  Section 3.03.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  26

  
	
  Section 3.04.

  	
  Temporary
  Securities

  	
  28

  
	
  Section 3.05.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  29

  
	
  Section 3.06.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  32

  
	
  Section 3.07.

  	
  Payment
  of Principal and Interest; Interest Rights Preserved; Optional Interest Reset

  	
  34

  
	
  Section 3.08.

  	
  Optional
  Extension of Stated Maturity

  	
  36

  
	
  Section 3.09.

  	
  Persons
  Deemed Owners

  	
  37

  
	
  Section 3.10.

  	
  Cancellation

  	
  38

  
	
  Section 3.11.

  	
  Computation
  of Interest

  	
  38

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
  Section 3.12.

  	
  Currency
  and Manner of Payments in Respect of Securities

  	
  38

  
	
  Section 3.13.

  	
  Appointment
  and Resignation of Successor Exchange Rate Agent

  	
  42

  
	
  Section 3.14.

  	
  CUSIP
  Numbers

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4    SATISFACTION AND DISCHARGE

  	
  43

  
	
  Section 4.01.

  	
  Satisfaction
  and Discharge of Indenture

  	
  43

  
	
  Section 4.02.

  	
  Application
  of Trust Money

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5    REMEDIES

  	
  44

  
	
  Section 5.01.

  	
  Events
  of Default

  	
  44

  
	
  Section 5.02.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  46

  
	
  Section 5.03.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  47

  
	
  Section 5.04.

  	
  Trustee
  May File Proofs of Claim

  	
  48

  
	
  Section 5.05.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  48

  
	
  Section 5.06.

  	
  Application
  of Money Collected

  	
  49

  
	
  Section 5.07.

  	
  Limitation
  on Suits

  	
  49

  
	
  Section 5.08.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  50

  
	
  Section 5.09.

  	
  Restoration
  of Rights and Remedies

  	
  51

  
	
  Section 5.10.

  	
  Rights
  and Remedies Cumulative

  	
  51

  
	
  Section 5.11.

  	
  Delay
  or Omission Not Waiver

  	
  51

  
	
  Section 5.13.

  	
  Waiver
  of Past Defaults

  	
  52

  
	
  Section 5.14.

  	
  Waiver
  of Stay or Extension and Usury Laws

  	
  52

  
	
  Section 5.15.

  	
  Undertaking
  for Costs

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6    THE TRUSTEE

  	
  53

  
	
  Section 6.01.

  	
  Certain
  Duties and Responsibilities

  	
  53

  
	
  Section 6.02.

  	
  Notice
  of Defaults

  	
  54

  
	
  Section 6.03.

  	
  Certain
  Rights of Trustee

  	
  54

  
	
  Section 6.04.

  	
  Trustee
  Not Responsible for Recitals or Issuance of Securities

  	
  56

  
	
  Section 6.05.

  	
  May Hold
  Securities

  	
  56

  
	
  Section 6.06.

  	
  Money
  Held in Trust

  	
  56

  
	
  Section 6.07.

  	
  Compensation
  and Reimbursement

  	
  56

  
	
  Section 6.08.

  	
  Corporate
  Trustee Required; Eligibility; Conflicting Interests

  	
  57

  
	
  Section 6.09.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  58

  
	
  Section 6.10.

  	
  Acceptance
  of Appointment by Successor

  	
  59

  
	
  Section 6.11.

  	
  Merger,
  Amalgamation, Conversion, Consolidation or Succession to Business

  	
  60

  
	
  Section 6.12.

  	
  Preferential
  Collection of Claims Against Company

  	
  61

  



 


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  Page

  
	
  Section 6.13.

  	
  Appointment
  of Authenticating Agent

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7   HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  62

  
	
  Section 7.01.

  	
  Company
  to Furnish Trustee Names and Addresses of Holders

  	
  62

  
	
  Section 7.02.

  	
  Preservation
  of List of Names and Addresses of Holders

  	
  63

  
	
  Section 7.03.

  	
  Disclosure
  of Names and Addresses of Holders

  	
  63

  
	
  Section 7.04.

  	
  Reports
  by Trustee

  	
  63

  
	
  Section 7.05.

  	
  Reports
  by Company

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8   CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER
  OR LEASE

  	
  64

  
	
  Section 8.01.

  	
  Company
  May Consolidate, etc., Only on Certain Terms

  	
  64

  
	
  Section 8.02.

  	
  Successor
  Person Substituted

  	
  64

  
	
  Section 8.03.

  	
  No
  Consent or Approval Required

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9   SUPPLEMENTAL INDENTURES

  	
  65

  
	
  Section 9.01.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  65

  
	
  Section 9.02.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  67

  
	
  Section 9.03.

  	
  Execution
  of Supplemental Indentures

  	
  68

  
	
  Section 9.04.

  	
  Effect
  of Supplemental Indentures

  	
  68

  
	
  Section 9.05.

  	
  Conformity
  with Trust Indenture Act

  	
  68

  
	
  Section 9.06.

  	
  Reference
  in Securities to Supplemental Indentures

  	
  69

  
	
  Section 9.07.

  	
  Notice
  of Supplemental Indentures

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10   COVENANTS

  	
  69

  
	
  Section 10.01.

  	
  Payment
  of Principal, Premium, if any, and Interest

  	
  69

  
	
  Section 10.02.

  	
  Maintenance
  of Office or Agency

  	
  69

  
	
  Section 10.03.

  	
  Money
  for Securities Payments to Be Held in Trust

  	
  71

  
	
  Section 10.04.

  	
  Statement
  as to Compliance; Statement as to Default

  	
  72

  
	
  Section 10.05.

  	
  Additional
  Amounts

  	
  72

  
	
  Section 10.06.

  	
  Payment
  of Taxes and Other Claims

  	
  74

  
	
  Section 10.07.

  	
  Corporate
  Existence

  	
  74

  
	
  Section 10.08.

  	
  Waiver
  of Certain Covenants

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  11   REDEMPTION OF SECURITIES

  	
  75

  
	
  Section 11.01.

  	
  Applicability
  of Article

  	
  75

  
	
  Section 11.02.

  	
  Election
  to Redeem; Notice to Trustee

  	
  75

  
	
  Section 11.03.

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
  75

  
	
  Section 11.04.

  	
  Notice
  of Redemption

  	
  76

  
	
  Section 11.05.

  	
  Deposit
  of Redemption Price

  	
  77

  
	
  Section 11.06.

  	
  Securities
  Payable on Redemption Date

  	
  77

  
	
  Section 11.07.

  	
  Securities
  Redeemed in Part

  	
  78

  



 


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  Page

  
	
  Section 11.08.

  	
  Tax
  Redemption

  	
  78

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12    SINKING FUNDS

  	
  79

  
	
  Section 12.01.

  	
  Applicability
  of Article

  	
  79

  
	
  Section 12.02.

  	
  Satisfaction
  of Sinking Fund Payments With Securities

  	
  79

  
	
  Section 12.03.

  	
  Redemption
  of Securities for Sinking Fund

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  13    REPAYMENT AT OPTION OF HOLDERS

  	
  81

  
	
  Section 13.01.

  	
  Applicability
  of Article

  	
  81

  
	
  Section 13.02.

  	
  Repayment
  of Securities

  	
  81

  
	
  Section 13.03.

  	
  Exercise
  of Option

  	
  81

  
	
  Section 13.04.

  	
  When
  Securities Presented for Repayment Become Due and Payable

  	
  82

  
	
  Section 13.05.

  	
  Securities
  Repaid in Part

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  14    DEFEASANCE AND COVENANT DEFEASANCE

  	
  83

  
	
  Section 14.01.

  	
  Company’s
  Option to Effect Defeasance or Covenant Defeasance

  	
  83

  
	
  Section 14.02.

  	
  Defeasance
  and Discharge

  	
  83

  
	
  Section 14.03.

  	
  Covenant
  Defeasance

  	
  84

  
	
  Section 14.04.

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
  84

  
	
  Section 14.05.

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

  	
  86

  
	
  Section 14.06.

  	
  Reinstatement

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  15    MEETINGS OF HOLDERS OF SECURITIES

  	
  88

  
	
  Section 15.01.

  	
  Purposes
  for Which Meetings May Be Called

  	
  88

  
	
  Section 15.02.

  	
  Call,
  Notice and Place of Meetings

  	
  88

  
	
  Section 15.03.

  	
  Persons
  Entitled to Vote at Meetings

  	
  88

  
	
  Section 15.04.

  	
  Quorum;
  Action

  	
  89

  
	
  Section 15.05.

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
  90

  
	
  Section 15.06.

  	
  Counting
  Votes and Recording Action of Meetings

  	
  91

  



 


iv