Ex-4.12



 





EXHIBIT 4.12




                   




and




                   ,

Trustee




Indenture




Dated as of                    , 20___




                                                         




SUBORDINATED DEBT SECURITIES




                                                         





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	TABLE OF CONTENTS
	 	 	i	 
	ARTICLE 1.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	SECTION 101. DEFINITIONS
	 	 	1	 
	SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	7	 
	SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	8	 
	SECTION 104. ACTS OF HOLDERS; RECORD DATES
	 	 	8	 
	SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY
	 	 	10	 
	SECTION 106. NOTICES TO HOLDERS; WAIVER
	 	 	10	 
	SECTION 107. CONFLICT WITH TRUST INDENTURE ACT
	 	 	11	 
	SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	11	 
	SECTION 109. SUCCESSORS AND ASSIGNS
	 	 	11	 
	SECTION 110. SEPARABILITY CLAUSE
	 	 	11	 
	SECTION 111. BENEFITS OF INDENTURE
	 	 	11	 
	SECTION 112. GOVERNING LAW
	 	 	11	 
	SECTION 113. LEGAL HOLIDAYS
	 	 	11	 
	ARTICLE 2. SECURITY FORMS
	 	 	12	 
	SECTION 201. FORMS GENERALLY
	 	 	12	 
	SECTION 202. FORM OF FACE OF SECURITY
	 	 	12	 
	SECTION 203. FORM OF REVERSE OF SECURITY
	 	 	14	 
	SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES
	 	 	18	 
	SECTION 205. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	18	 
	ARTICLE 3. THE SECURITIES
	 	 	19	 
	SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	19	 
	SECTION 302. DENOMINATIONS
	 	 	22	 
	SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	22	 
	SECTION 304. TEMPORARY SECURITIES
	 	 	23	 
	SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	24	 
	SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES
	 	 	26	 
	SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	 	 	26	 







i









 






	 	 	 	 	 
	SECTION 308. PERSONS DEEMED OWNERS
	 	 	27	 
	SECTION 309. CANCELLATION
	 	 	28	 
	SECTION 310. COMPUTATION OF INTEREST
	 	 	28	 
	ARTICLE 4. SATISFACTION AND DISCHARGE
	 	 	28	 
	SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	28	 
	SECTION 402. APPLICATION OF TRUST MONEY
	 	 	29	 
	ARTICLE 5. REMEDIES
	 	 	29	 
	SECTION 501. EVENTS OF DEFAULT
	 	 	29	 
	SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	31	 
	SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT; TRUSTEE
	 	 	32	 
	SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	32	 
	SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
	 	 	33	 
	SECTION 506. APPLICATION OF MONEY COLLECTED
	 	 	33	 
	SECTION 507. LIMITATION ON SUITS
	 	 	33	 
	SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO
CONVERT
	 	 	34	 
	SECTION 509. RESTORATION OF RIGHTS AND REMEDIES
	 	 	34	 
	SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
	 	 	34	 
	SECTION 511. DELAY OR OMISSION NOT WAIVER
	 	 	34	 
	SECTION 512. CONTROL BY HOLDERS
	 	 	35	 
	SECTION 513. WAIVER OF PAST DEFAULTS
	 	 	35	 
	SECTION 514. UNDERTAKING FOR COSTS
	 	 	35	 
	ARTICLE 6. THE TRUSTEE
	 	 	36	 
	SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	36	 
	SECTION 602. NOTICE OF DEFAULTS
	 	 	37	 
	SECTION 603. CERTAIN RIGHTS OF TRUSTEE
	 	 	37	 
	SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	 	 	38	 
	SECTION 605. MAY HOLD SECURITIES
	 	 	38	 
	SECTION 606. MONEY HELD IN TRUST
	 	 	38	 
	SECTION 607. COMPENSATION AND REIMBURSEMENT
	 	 	39	 







ii









 






	 	 	 	 	 
	SECTION 608. CONFLICTING INTERESTS
	 	 	39	 
	SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	39	 
	SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	40	 
	SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	41	 
	SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	42	 
	SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	42	 
	SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT
	 	 	42	 
	ARTICLE 7. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	44	 
	SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS
	 	 	44	 
	SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	 	 	44	 
	SECTION 703. REPORTS BY TRUSTEE
	 	 	44	 
	ARTICLE 8. CONSOLIDATION, MERGER OR SALE OF ASSETS
	 	 	45	 
	SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY
	 	 	45	 
	SECTION 802. SUCCESSOR SUBSTITUTED
	 	 	45	 
	ARTICLE 9. SUPPLEMENTAL INDENTURES
	 	 	46	 
	SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	46	 
	SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	47	 
	SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	48	 
	SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	48	 
	SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT
	 	 	48	 
	SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE
	 	 	48	 
	SECTION 907. SUBORDINATION UNIMPAIRED
	 	 	49	 
	ARTICLE 10. COVENANTS
	 	 	49	 
	SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	 	 	49	 
	SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY
	 	 	49	 
	SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	 	 	49	 







iii









 






	 	 	 	 	 
	SECTION 1004. COMMISSION REPORTS
	 	 	50	 
	SECTION 1005. COMPLIANCE CERTIFICATE
	 	 	51	 
	SECTION 1006. STAY, EXTENSION AND USURY LAWS
	 	 	51	 
	SECTION 1007. CORPORATE EXISTENCE
	 	 	51	 
	SECTION 1008. WAIVER OF CERTAIN COVENANTS
	 	 	52	 
	SECTION 1009. TAXES
	 	 	52	 
	ARTICLE 11. REDEMPTION OF SECURITIES
	 	 	52	 
	SECTION 1101. APPLICABILITY OF ARTICLE
	 	 	52	 
	SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	52	 
	SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED
	 	 	52	 
	SECTION 1104. NOTICE OF REDEMPTION
	 	 	53	 
	SECTION 1105. DEPOSIT OF REDEMPTION PRICE
	 	 	54	 
	SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE
	 	 	54	 
	SECTION 1107. SECURITIES REDEEMED IN PART
	 	 	54	 
	ARTICLE 12. SINKING FUNDS
	 	 	55	 
	SECTION 1201. APPLICABILITY OF ARTICLE
	 	 	55	 
	SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	55	 
	SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	55	 
	ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE
	 	 	56	 
	SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO ELECT DEFEASANCE OR COVENANT
DEFEASANCE
	 	 	56	 
	SECTION 1302. DEFEASANCE AND DISCHARGE
	 	 	56	 
	SECTION 1303. COVENANT DEFEASANCE
	 	 	56	 
	SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE
	 	 	57	 
	SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS
PROVISIONS
	 	 	59	 
	SECTION 1306. REINSTATEMENT
	 	 	60	 
	SECTION 1307. QUALIFYING TRUSTEE
	 	 	60	 
	ARTICLE 14. SUBORDINATION OF SECURITIES
	 	 	60	 
	SECTION 1401. DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS
	 	 	60	 







iv









 






	 	 	 	 	 
	SECTION 1402. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING AGENT;
TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR INDEBTEDNESS; TRUSTEE NOT
FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS
	 	 	63	 
	SECTION 1403. PAYMENT PERMITTED IF NO DEFAULT
	 	 	64	 
	SECTION 1404. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION
	 	 	64	 
	SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION
	 	 	64	 
	SECTION 1406. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS
	 	 	64	 
	SECTION 1407. ARTICLE APPLICABLE TO PAYING AGENTS
	 	 	64	 
	SECTION 1408. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS OF
SENIOR INDEBTEDNESS
	 	 	65	 
	ARTICLE 15. SUBORDINATED GUARANTEES
	 	 	65	 
	SECTION 1501. APPLICABILITY OF ARTICLE
	 	 	65	 
	SECTION 1502. GUARANTEE
	 	 	65	 
	SECTION 1503. GUARANTEE SUBORDINATED TO SENIOR DEBT OF THE GUARANTOR
	 	 	67	 
	SECTION 1504. THE GUARANTOR NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN
CIRCUMSTANCES
	 	 	68	 
	SECTION 1505. GUARANTEE SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT OF THE GUARANTOR ON
DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF THE GUARANTOR
	 	 	70	 
	SECTION 1506. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT OF THE GUARANTOR
	 	 	71	 
	SECTION 1507. OBLIGATIONS OF THE GUARANTOR UNCONDITIONAL
	 	 	72	 
	SECTION 1508. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE
	 	 	72	 
	SECTION 1509. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT
	 	 	73	 
	SECTION 1510. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE GUARANTOR OR HOLDERS
OF SENIOR DEBT OF THE GUARANTOR
	 	 	73	 
	SECTION 1511. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES
	 	 	73	 







v









 






	 	 	 	 	 
	SECTION 1512. RIGHT OF TRUSTEE TO HOLD SENIOR DEBT OF THE GUARANTOR
	 	 	74	 
	SECTION 1513. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT OF THE GUARANTOR
	 	 	74	 
	SECTION 1514. ARTICLE 15 NOT TO PREVENT EVENTS OF DEFAULT
	 	 	74	 
	SECTION 1515. EXECUTION AND DELIVERY OF GUARANTEE
	 	 	74	 







NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.




vi









 








     INDENTURE
dated as of     , 20   
between      , a
corporation duly organized and existing under the laws of the State of Delaware
(herein sometimes called the “Company”), and
     , a corporation duly
organized and existing under the laws of the State of
     , as Trustee
(herein sometimes 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 debentures,
notes or other evidences of indebtedness (herein called the “Securities”), to
be issued in one or more series as this Indenture provides.



     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 promises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:



ARTICLE 1.




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     SECTION 101. DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:



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



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



     (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the terms “generally
accepted accounting principles” or “GAAP” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date hereof;



     (4) unless the context otherwise requires, any reference to an Article or
a Section refers to an Article or a Section, as the case may be, of this
Indenture; and



 









 





     (5) 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 of Holder” has the meaning specified in Section 104.



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of
one or more series.



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



     “Board Resolution” means (i) 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, or (ii) a certificate signed by the authorized officer or
officers of the Company to whom the Board of Directors of the Company has
delegated its authority, and in each case, delivered to the Trustee.



     “Business Day,” when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law or executive order to close.



     “Commission” means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument 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 instrument 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 its Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee or agent of the
Trustee, in either case, in the City of New York, at which at any particular
time the corporate trust business of the Trustee or such agent shall be
principally administered.



2









 





     “Corporation” means a corporation, association, company, joint-stock
company or business trust.



     “Covenant Defeasance” has the meaning specified in Section 1303.



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



     “Defeasance” has the meaning specified in Section 1302.



     “Depositary” means, with respect to Securities of any series issuable 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 301.



     “Event of Default” has the meaning specified in Section 501.



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



     “Existing Subordinated Indebtedness” means                                                         .



     “Expiration Date” means a date, designated in accordance with Section 104,
by which Holders must take an action contemplated by Section 104 for such
action to be effective.



     “Foreign Government Obligation” has the meaning specified in Section 1304.



     “generally accepted accounting principles” or “GAAP” has the meaning
specified in Section 101(3).



     “Global Security” means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).



     “Guarantee” has the meaning specified in Section 1502.



     “Guarantor”
means                    , a                    .



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



     “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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term Indenture shall also include the terms of particular
series of Securities established as contemplated by Section 301.



3









 





     “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.



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



     “Investment Company Act” means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.



     “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, call for redemption or otherwise.



     “Notice of Default” means a written notice of the kind specified in
Section 501(4).



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



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



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



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



     (1) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;



     (2) Securities for whose payment or redemption 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; 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;



     (3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and



     (4) Securities that have been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee



4









 





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, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) 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 relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.



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



     “Place of Payment,” when used with respect to the Securities of any
series, means the place or places where the principal of any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.



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



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




5










 





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



     “Regular Record Date” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.



     “Responsible Officer,” when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee including any vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer, any senior
trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers 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.



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



     “Security Registrar” shall mean the Person appointed to register
Securities and transfers of Securities in the Security Register, as
contemplated by Section 305.



     “Security Register” has the meaning specified in Section 305.



     “Senior Indebtedness” means the principal of (and premium, if any) and
interest (including, without limitation, any post-petition interest) on any
indebtedness, whether outstanding as of the date hereof or thereafter created
or incurred, which is for (a) money borrowed by the Company, (b) obligations of
the Company evidencing the purchase price for acquisitions by the Company or a
subsidiary other than in the ordinary course of business, (c) money borrowed by
others and assumed or guaranteed by the Company (d) capitalized lease
obligations of the Company, (e) obligations under performance guarantees,
support agreements and other agreements in the nature thereof and (f) renewals,
extensions, refundings, amendments and modifications of any indebtedness, of
the kind described in the forgoing subclauses (a), (b), (c), (d) and (e) or of
the instruments creating or evidencing such indebtedness, unless, in each case,
by the terms of the instrument creating or evidencing such indebtedness or such
renewal, extension, refunding, amendment and modification, if it provided that
such indebtedness is not senior in right of payment to the Securities.



     “Significant Subsidiary” means any direct or indirect Subsidiary of the
Company that would be a “significant subsidiary” as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as
amended, as such regulation is in effect on the date hereof.



6









 





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



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



     “Subsidiary” means with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
voting stock is owned, directly or indirectly, by such Person and one or more
Subsidiaries of such Person (or combination thereof). Unless otherwise
specified, “Subsidiary” means a Subsidiary of the Company.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.



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



     “U.S. Government Obligation” has the meaning specified in Section 1304.



     “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.



     SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee such certificates
and opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers’ Certificate,
if to be given by an officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the Officers’
Certificate provided for in Section 1005 hereof) 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;



     (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;



7









 





     (3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and



     (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.



     SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion 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 an opinion of counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based is erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate 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 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 104. ACTS OF HOLDERS; RECORD DATES. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the Act of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.



     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual



8









 





signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.




     The ownership of Securities shall be proved by the Security Register.



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



     The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.



     The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing



9









 





in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.




     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any date as the Expiration
Date and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which sets such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.



     Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.



     SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,



     (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at                    , or at any other address previously
furnished in writing to the Company and the Holders by the Trustee, or



     (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument, Attn. Secretary, or at any other address previously furnished in
writing to the Trustee by the Company.



     SECTION 106. NOTICES TO HOLDERS; WAIVER. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder



10









 





affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. 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.




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



     SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the
latter provision 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 108. 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 109. 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 110. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities 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 111. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.



     SECTION 112. GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York,
without regard to principles of conflicts of laws.



     SECTION 113. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated 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 the Securities (other than a provision of any Security
that specifically states that such provision shall apply in lieu of



11









 





this Section)) payment of interest or principal (and premium, 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 or Redemption Date, or at the Stated
Maturity, provided, that no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.




ARTICLE 2.




SECURITY FORMS




     SECTION 201. FORMS GENERALLY. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form 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
rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is 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 303 for the authentication and delivery
of such Securities.



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



     SECTION 202. FORM OF FACE OF SECURITY.



     [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]



	 	 	 
	No.                   

	 	$                   
	 
	 	 
	

	 	CUSIP                    







                        , a corporation duly organized and existing under the laws
of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                                       , or registered assigns, the principal
sum of                                        [Dollars] [if other than Dollars, substitute
other currency or currency units] on                                        [If the
Security is to bear interest prior to Maturity, insert —, and to pay interest
thereon from                                        or from the most recent Interest Payment Date to
which interest has been



12









 





paid or duly provided for, [semi-annually on                    
                                       and                                        in each year] [if other than
semi-annual interest at a fixed rate, insert frequency of payments and payment
dates,] commencing                                        at [If the Security is to bear interest
at a fixed rate, insert — the rate of                    % per annum] [if the Security is to
bear interest at a rate determined with reference to one or more formula, refer
to description of index below], until the principal hereof is paid or made
available for payment.




     [If applicable, insert —, provided that any principal and premium, and
any such installment of interest, which is overdue shall bear interest at the
rate of                    % per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.] Interest shall be computed on the basis of a 360-day year of twelve
30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the                                        or                                        (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the Payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture].



     [If the Securities are securities with respect to which the principal of
or any premium or interest may be determined with reference to one or more
indices or formulas, insert the text of such indices or formulas.]



     [If the Security is not to bear interest prior to Maturity, insert – The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of                    % per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of                                       % per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such
demand until the amount so demanded is paid or made available for payment.
Interest on any overdue interest shall be payable on demand.]]



     Payment of the principal of (and premium, if any) and [if applicable,
insert — any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in                                        in such
coin or currency [of the United States of America] [if the



13









 





Security is denominated in a currency other than U.S. dollars, specify other currency or
currency unit in which payment of the principal of any premium or interest may
be made] as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert —; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register.]




     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.



     Dated:                                      




     By                                      



     Attest:



     SECTION 203. FORM OF REVERSE OF SECURITY. This Security is one of a duly
authorized issue of securities of the Company (herein called the Securities),
issued and to be issued in one or more series under an Indenture, dated as of
                                      ,                     (herein called the Indenture, which term shall have the
meaning assigned to it in such instrument), between the Company and
                                      , as Trustee (herein called the Trustee, which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the securities are, and are to be
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — limited in aggregate principal amount
to $                                      ]. [The Securities are [unsecured general obligations of
the Company.]]



     [If applicable, insert — The securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [If applicable, insert
—



     (1) on                    
                    in any year commencing with the year                                       
and ending with the year                                        through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount,
and



14









 





     (2)] at any time [if applicable, insert — on or after                                      ,
                   ], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert — on or before                    
                   ,                   % and
if redeemed] during the 12-month period beginning                                       of the years
indicated,




	 	 	 	 	 	 	 
	Year
	 	Redemption Price
	 	Year	 	Redemption Price

	

	 	

	 	
	 	














and thereafter at a Redemption Price equal to                    % of the principal amount,
together in the case of any such redemption [if applicable, insert — (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]




     [If applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on                                        in
any year commencing with the year                     and ending with the year                    
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert — on or after                   , as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                                       of the years indicated,



	 	 	 	 	 
	
	 	Redemption Price for
Redemption
	 	Redemption Price for
Redemption
	
	 	Through Operation of the
	 	Otherwise Than Through
	Year
	 	Sinking Fund
	 	Operation of the Sinking
Fund
	

	 	

	 	








and thereafter at a Redemption Price equal to                    % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more




15









 








Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — Notwithstanding the foregoing, the Company may
not, prior to                                        redeem any Securities of this series as
contemplated by [if applicable, insert — Clause (2) of the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than                    % per annum.]



     [If applicable, insert — The sinking fund for this series provides for
the redemption on                                       in each year beginning with the year
                                       and ending with the year                     of [if applicable, insert – not
less than $                                       (mandatory sinking fund) and not more than]
$                                       aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert — mandatory] sinking fund payments may be
credited against subsequent [if applicable, insert — mandatory] [sinking fund
payments otherwise required to be made [if applicable, insert —, in the
inverse order in which they become due].]



     [If the Security is subject to redemption of any kind, insert — In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]



     [If the Security is not subject to redemption of any kind, insert – This
Security is not redeemable prior to the Stated Maturity.]



     [Insert paragraph regarding subordination of the Security.]



     [If applicable, insert — The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [,
in each case] upon compliance with certain conditions set forth in the
Indenture.]



     [If the Security is convertible into securities of the Company, specify
the conversion features.]



     [If the Security is not an Original Issue Discount Security, insert – If
an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — [insert formula for determining the



16









 





amount.] Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]




     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one



17









 





or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.




     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



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



     Prior to due presentment of this 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 this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



     SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise
specified as contemplated by Section 301 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend
in substantially the following form:




	 	THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.





     SECTION 205. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The
Trustee’s certificates of authentication shall be in substantially the
following form:



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



	 	 	 
	

	 	                   , as Trustee
	

	 	By:       
         
                            
	

	 	          Authorized Officer







18









 






ARTICLE 3.




THE SECURITIES




     SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:



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



     (2) any limit upon the aggregate principal amount of the Securities of the
series which 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 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);



     (3) the Person to whom any interest on a 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;



     (4) the date or dates on which the principal of any Securities of the
series is payable;



     (5) the rate or rates at which any Securities of the series shall bear
interest, if any, the date or dates from which any such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any such interest payable on any Interest Payment Date;



     (6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;



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



     (8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of the Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions



19









 





upon which any
Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;




     (9) any provision for the conversion or exchange of Securities of the
series, either at the option of the Holder thereof or the Company, into or for
another security or securities of the Company, the security or securities into
or for which, the period or periods within which, the price or prices,
including any adjustments thereto, at which and the other terms and conditions upon which
any Securities of the series shall be converted or exchanged, in whole or in
part, pursuant to such obligation;



     (10) whether the Guarantor shall guarantee the Securities on the terms set
forth in Article 15;



     (11) the ranking of the obligations of the Guarantor under its Guarantee,
if other than on parity with all other unsecured, unsubordinated indebtedness
of the Guarantor;



     (12) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;



     (13) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to one or more
indices or pursuant to a formula, the manner in which such amounts shall be
determined;



     (14) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101;



     (15) if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those
in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount shall be
determined);



     (16) if other than the entire principal amount thereof, the portion of the
principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;



     (17) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to



20









 





be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);




     (18) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section 1303
or both such Sections (or, if defeasible by another method, such other method)
and, if other than by an action pursuant to a Board Resolution, the manner in
which any election by the Corporation to defease such Securities shall be
evidenced;



     (19) if and as applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 204 and any circumstances
in addition to or in lieu of those set forth in Clause (2) of the last
paragraph of Section 305 in which any such Global Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee thereof;



     (20) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502;



     (21) any addition to or change in the covenants set forth in Article 10
which applies to Securities of the series;



     (22) if applicable, that the subordination provisions in Article 14 shall
apply to the Securities of the series or that any different subordination
provisions, including different definitions of the terms “Senior Indebtedness”
or “Existing Subordinated Indebtedness,” shall apply to Securities of the
series; and



     (23) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 901(5)).



     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 303) set forth,
or determined in the manner provided in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided, a series
may be reopened for issuances of additional Securities of such series.



     Unless otherwise provided with respect to the Securities of any series, at
the option of the Company, interest on the Securities of any series that bears
interest may be paid by mailing a check to the address of the person entitled
thereto as such address shall appear in the Security Register.



21









 





     If any of the terms of a 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 Officers’
Certificate setting forth the terms of the series.



     SECTION 302. DENOMINATIONS. The Securities of each series shall be
issuable only in registered form without coupons and only in such denominations
as shall be specified as contemplated by Section 301. In the absence of any
such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.



     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, one of its Vice Presidents
or an Assistant Treasurer, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,



     (1) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 201, that such form has been
established in conformity with the provisions of this Indenture;



     (2) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 301, that such terms have been
established in conformity with the provisions of this Indenture; and



     (3) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles and, if applicable, to provisions of
law which



22









 





may require that a judgment for money damages rendered by a court in
the United States be expressed in United States dollars.




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



     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security 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,
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. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, 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.



     Reference is made to Section 1515 concerning execution and delivery of the
Guarantees.



     SECTION 304. 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.



     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, 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



23









 





and of like tenor and aggregate principal amount. 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.




     SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office or in any other office or
agency of the Company in a Place of Payment being 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 Securities
and of transfers of Securities. The Trustee is hereby appointed Security
Registrar for the purpose of registering Securities and transfers of Securities
as herein provided.



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



     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. 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.



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



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



     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to
register the transfer or exchange of any



24









 





Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.




     The provisions of Clauses (1), (2), (3), (4), (5) and (6) below shall
apply only to Global Securities:



     (1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.



     (2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the
name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (A) such Depositary (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act, (B)
there shall have occurred and be continuing an Event of Default with respect to
such Global Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.



     (3) Subject to the provisions of Clause (2) above, the rights of holders
of such Global Securities shall be exercised only through the Depositary and
shall be limited to those established by law and agreements between such
holders and the Depositary and or the Depositary participants. The initial
Depositary will make book-entry transfers among the Depositary participants and
receive and transmit distributions of principal and interest on the Global
Securities to such Depositary participants.



     The Depositary may be treated by the Company and the Trustee, and any of
their respective agents, employees, officers and directors, as the absolute
owner of the Global Securities for all purposes whatsoever. Notwithstanding the
foregoing, nothing in this Indenture shall prevent the Company and the Trustee,
or any of their respective agents, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or
shall impair the operation of customary practices governing the exercise of the
rights of a holder of any Global Security. Subject to the foregoing provisions
of this Section, any holder may grant proxies and otherwise authorize any
person to take any action which a holder is entitled to take under this
Indenture or the Global Securities.



     (4) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.



     (5) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or
otherwise, shall be authenticated and delivered in the




25










 





form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.




     (6) None of the Company, the Trustee nor any agent of the Company or the
Trustee 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 maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.



     SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If any
mutilated Security 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 and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security 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 has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.



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



     Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security 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 duly issued hereunder.



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



     SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any 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 that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such interest.



26









 





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



     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose name the 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 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 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 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 any notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series, 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 therefore having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the 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).



     (2) The Company may make payment of any Defaulted Interest on the
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.



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



     SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
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 Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 307) any
interest on such Security and for all other purposes whatsoever, whether or not



27









 





such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.




     SECTION 309. CANCELLATION.



     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled 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 (or to any other Person for delivery
to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedure, unless
otherwise directed by a Company Order.



     SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.



ARTICLE 4.




SATISFACTION AND DISCHARGE




     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when



     (1) either




     (a) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities
for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or




     (b) all such Securities not theretofore delivered to the Trustee for
cancellation




       (i) have become due and payable, or



28









 






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




       (iii) 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 deposited or
caused to be deposited with the Trustee as trust funds in trust for the
purpose money (either in United States dollars or such other currency or
currency units in which the Securities of any
series may be payable) in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case
may be;



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



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



     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 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 402 and the last
paragraph of Section 1003 shall survive.



     SECTION 402. APPLICATION OF TRUST MONEY. Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities 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 any premium and interest for whose payment such
money has been deposited with the Trustee.



ARTICLE 5.




REMEDIES




     SECTION 501. EVENTS OF DEFAULT. Event of Default, wherever used herein
with respect to Securities of any series, means any of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by



29









 





operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):




     (1) default in the payment of any interest upon any Security of that
series when it 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 any premium on any
Security of that series when due, whether at its Maturity, upon acceleration or
otherwise; or



     (3) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or



     (4) default in the performance, or breach, of any covenant, agreement or
warranty of the Company or the Guarantor for the benefit of the Holders of the
Security in this Indenture (other than a covenant, agreement or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than 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 or the Guarantor by
the Trustee or to the Company or the Guarantor and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a Notice of Default hereunder; or



     (5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company, a Significant Subsidiary
or any group of subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, a
Significant Subsidiary or any group of subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company, a Significant Subsidiary
or any group of subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary 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 for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or



     (6) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the



30









 





appointment of or
taking possession by a custodian, 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 the taking of corporate action by the Company
in furtherance of any such action; or




     (7) a Guarantee of the Security of that series (other than in accordance
with the terms of the Guarantee) shall be held in any judicial proceeding to be
unenforceable or invalid.



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



     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default (other than an Event of Default specified in Section 501(5) or
501(6)) 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 of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) 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 amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or 501(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.



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



     (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay;




     (A) all overdue interest on all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration or
acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities,




     (C) to the extent that payment of such interest is lawful, interest
upon overdue interest 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



31









 





     (2) all Events of Default with respect to Securities of that series
other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.



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



     SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT;
TRUSTEE. The Company covenants that if:



     (1) default is made in the payment of any interest on any Security
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 whether at the Maturity or upon acceleration or otherwise
thereof;



the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities 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 in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.




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



     SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized 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 607.



32









 





     No provision of this Indenture 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; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.



     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.



     SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Securities 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 607;
and



     Second, subject to Article 14, to the payment of the amounts then due and
unpaid for principal of and any premium and interest on the Securities in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and any premium and interest,
respectively.



     Third, to the Company or any other Person or Persons entitled thereto.



     SECTION 507. LIMITATION ON SUITS.



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



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



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



33









 





     (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 in principal
amount of the Outstanding Securities of that series;



it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.




     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST AND TO CONVERT. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with the provisions
in the form of Security of any particular series pursuant to Section 301(9) and
to institute suit for the enforcement of any such payment and right to convert,
and such rights shall not be impaired without the consent of such Holder.



     SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder 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 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 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.



     SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any



34









 





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 512. CONTROL BY HOLDERS. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:



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



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



     (3) subject to the provisions of Section 601, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability.



     SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:



     (1) in the payment of the principal of or any premium or interest on any
Security of such series, 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, 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 impair any right consequent thereon.



     SECTION 514. UNDERTAKING FOR COSTS. 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, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit
instituted by the Company.



35









 





ARTICLE 6.




THE TRUSTEE




     SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case
an Event of Default to the actual knowledge of a Responsible Officer of the
Trustee has occurred, has not been waived and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



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



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




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




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



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



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



None of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties






36









 








or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.




     This Section is in furtherance of and subject to Sections 315 and 316 of
the Trust Indenture Act.



     SECTION 602. NOTICE OF DEFAULTS. If a default occurs and is continuing
with respect to the Securities of any series and if it is known to a
Responsible Officer of the Trustee, the Trustee shall give the Holders of the
Securities of such series, notice of such default within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has knowledge
of such default. Except in the case of a default in payment of principal of,
premium on or interest on any Security of any series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of
its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of Securities of that series. For purposes
of this Section, the term default means any event that is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.



     SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 601:



     (1) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, 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;



     (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 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;



37









 





     (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
at the sole cost and expense of the Company;



     (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, or for the supervision of, any agent or attorney
appointed with due care by it hereunder;



     (8) in the event the Trustee is also acting as Paying Agent,
Authenticating Agent or Security Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Indenture shall also be
afforded to such Paying Agent, Authenticating Agent or Security Registrar;



     (9) the Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer of the Trustee obtains actual knowledge of such
event or the Trustee receives written notice of such event from the Company or
from Holders of Securities of any series so affected evidencing no less than
51% of the aggregate outstanding principal amount of Securities of such series;
and



     (10) without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section
501(6), such expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy or insolvency law.



     SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, 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. 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 605. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, 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.



     SECTION 606. 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



38









 





Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.




     SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees:



     (1) to pay to the Trustee 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), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and



     (3) to indemnify the Trustee and its officers, directors, agents, and
employees for, and to hold it and its officers, directors, agents, and
employees 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.



     As security for the performance of the obligations of the Company under
this Section, 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 benefit of the Holders of particular Securities.



     SECTION 608. CONFLICTING INTERESTS. If the Trustee has or shall acquire
a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by such Act, the Trustee shall
not be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series.



     SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee hereunder, which may be Trustee hereunder for Securities of
one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust Office in the
City of New York. If any such Person
publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture
Act, 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 with respect to the
Securities of any series 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.



39









 





     SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 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 611.



     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 611 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.



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



     If at any time:



     (1) the Trustee shall fail to comply with Section 608 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,



     (2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any such
Holder, 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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




     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) and shall comply with the
applicable requirements of Section 611. 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



40









 





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 611, 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 required by Section 611, 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.




     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 all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its corporate trust office.



     SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 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.



     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 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



41









 





the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.




     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.



     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. No trustee hereunder shall be liable for the acts or omissions
of any successor Trustee.



     SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation 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, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.



     SECTION 613. 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 the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).



     SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. 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 original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 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



42









 





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 of America, 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 or State
authority. If such Authenticating Agent 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 Authenticating Agent 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, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.




     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which 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.



     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 notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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 Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If an appointment
with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:



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



	 	 	 	 	 	 	 
	 	 	                                      , as Trustee
	 
	 	 	 	 	 	 
	 	 	By:                                                                            
	

	 	 	 	As Authenticating Agent	 	 
	 
	 	 	By:                                                                            
	

	 	 	 	Authorized Officer	 	 







43









 






ARTICLE 7.




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee,



     (1) semi-annually, not later than June 30 and December 31 in each year, a
list in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding June
30 or December 31 as the case may be; 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;



excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.



     SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.



     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure
of information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.



     SECTION 703. REPORTS BY TRUSTEE. The Trustee shall transmit to the
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.



     Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than                    in each calendar year,
commencing in                    .




44










 





     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.



ARTICLE 8.




CONSOLIDATION, MERGER OR SALE OF ASSETS




     SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY.The
Company shall not consolidate with or merge into any other Person or sell,
assign, convey or transfer or otherwise dispose of all or substantially all of
its properties and assets to any Person, unless:




     (a) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Company shall be a Person organized and
validly existing under the laws of the United States of America, any
State thereof or the District of Columbia, and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Notes and the
performance 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 Event of
Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;
and




     (c) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental
indenture comply with paragraphs (a) and (b) of this section 801 and that
all conditions precedent herein provided for relating to such transaction
have been complied with.



     SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance
or transfer of all or substantially all of the properties and assets of the
Company in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance
or transfer 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 predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.



45









 





ARTICLE 9.




SUPPLEMENTAL INDENTURES




     SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantor, if any, when authorized by 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 herein and in
the Securities or the Guarantees, if any;



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



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



     (4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form;



     (5) to add to, change or eliminate any of the provisions of this Indenture
in respect to one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security or
series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding;



     (6) to secure the Securities;



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



     (8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611;



46









 





     (9) subject to Section 907, to add to, change or eliminate any of the
provisions of Article 14 or change the definition of Senior Indebtedness in
respect of one or more series of Securities, including Outstanding Securities;



     (10) 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 that such action pursuant to this Clause (10) shall
not adversely affect the interests of the Holders of Securities of any series
in any material respect;



     (11) to make provisions with respect to the conversion rights of Holders,
including providing for the conversion of the Securities into any security or
securities of the Company; or



     (12) to provide for Guarantees of the Securities of any series and/or to
specify the ranking of the obligations of the Guarantor under its Guarantee.



     SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of the
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 a Board Resolution, the Guarantor, if applicable, authorized
by 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,
or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:



     (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon (including any change in the index,
indices or formula pursuant to which such rate is determined that would reduce
such rate for any period) or any premium payable upon the redemption thereof,
change the right to convert any Security in accordance with the provisions in
the form of such Security pursuant to Section 301(9) hereof, or reduce the
amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security 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, on or after the Redemption Date) or any such right to
convert, or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders, or



     (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of



47









 





this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or



     (3) modify any of the provisions of this Section, Section 513 or Section
1008, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to
the Trustee and concomitant changes in this Section and Section 1008, or the
deletion of this proviso, in accordance with the requirements of Sections 611
and 901(8), or



     (4) release the Guarantor from its obligations under its Guarantee (other
than in accordance with the terms thereof) without the consent of the Holder of
each Security so affected.



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



     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 of Holders shall approve the substance thereof.



     SECTION 903. 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 (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



     SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution 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 shall be bound thereby.



     SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act.



     SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE.
Securities of any series authenticated and delivered after the execution of any
supplemental



48









 





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



     SECTION 907. SUBORDINATION UNIMPAIRED. No provision in any supplemental
indenture that affects the superior position of holders of Senior Indebtedness
shall be effective against holders of Senior Indebtedness.



ARTICLE 10.




COVENANTS




     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities in accordance with the terms of such Securities and this Indenture.



     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. 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 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, and
the Company hereby appoints the Trustee as its agent to receive all such
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 such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment 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.



     SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
or any premium or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming



49









 





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, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, 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 for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.



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



     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for 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 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, 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.



     SECTION 1004. COMMISSION REPORTS. The Company shall deliver to the
Trustee, within 15 days after it files them with the Commission, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file



50









 





with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. The Company
also shall comply with the other provisions of Section 314(a) of the Trust
Indenture Act.



     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).



     SECTION 1005. COMPLIANCE CERTIFICATE.



     (1) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers’ Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the officers
signing the Officers’ Certificate, with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such officer signing such Officers’
Certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant (without regard to periods of
grace or notice requirements) contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Event of Default shall have occurred, describing all such
Events of Default of which he may have knowledge).



     (2) The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Event of Default,
an Officers’ Certificate specifying such Event of Default and what action the
Company is taking or proposes to take with respect thereto.



     SECTION 1006. STAY, 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, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture or the Securities; and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not, by resort to any such law, 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 has been
enacted.



     SECTION 1007. 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 corporate, partnership or
other existence of each Significant Subsidiary in accordance with the
respective organizational documents of each Significant Subsidiary and the
rights (charter and statutory), licenses and franchises of the Company and its
Significant Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Significant Subsidiary, if the Board of
Directors shall determine that the preservation thereof is



51









 





no longer desirable
in the conduct of the business of the Company and its Subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders.



     SECTION 1008. WAIVER OF CERTAIN COVENANTS.
Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such series, if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
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 in respect of any such term, provision or
condition shall remain in full force and effect.



     SECTION 1009. TAXES. The Company shall, and shall cause each of its
Significant Subsidiaries to, pay prior to delinquency all taxes, assessments
and governmental levies, except as contested in good faith and by appropriate
proceedings.



ARTICLE 11.




REDEMPTION OF SECURITIES




     SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for such Securities) in accordance with this Article.



     SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or in
another manner specified as contemplated by Section 301 for such Securities. In
case of any redemption at the election of the Company of less than all the
Securities of any series (including any such redemption affecting only a single
Security), 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 in writing of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction or condition.



     SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single



52









 





Security), 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 a portion of the principal amount of any Security
of such series, provided that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all
the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), 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
and specified tenor not previously called for redemption in accordance with the
preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected
for partial redemption as aforesaid, the principal amount thereof to be
redeemed.



     The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.



     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 Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.



     SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price, or if not then ascertainable, the manner of
calculation thereof,



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



53









 





     (4) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,



     (5) the place or places where each such Security is to be surrendered for
payment of the Redemption Price, and



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



     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 1105. DEPOSIT OF REDEMPTION PRICE. Prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.



     SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.



     SECTION 1107. SECURITIES REDEEMED IN PART. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series and of like tenor, 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.



54









 





ARTICLE 12.




SINKING FUNDS




     SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 301 for such
Securities.



     The minimum amount of any sinking fund payment provided for by the terms
of any Securities 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
such Securities is herein referred to as an optional sinking fund payment. If
provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.



     SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a 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 sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.



     SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and stating the
basis for such credit and that such Securities have not been previously so
credited and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to 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 1103 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 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.



55









 





ARTICLE 13.




DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO ELECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless otherwise provided pursuant to
Section 301, this Article 13 shall be applicable to the Securities of such
series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section
1302 (if applicable) or Section 1303 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article 13.



     SECTION 1302. DEFEASANCE AND DISCHARGE. Upon the Company’s exercise of
its option (if any) to have this Section applied to any Securities or any
series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations, and the provisions of Article 14 shall
cease to be effective, with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder; (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities
when payments are due, (2) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option
(if any) to have this Section applied to any Securities notwithstanding the
prior exercise of its option (if any) to have Section 1303 applied to such
Securities.



     SECTION 1303. COVENANT DEFEASANCE. Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from its
obligations under Sections 801 and any other Sections or covenants applicable
to such Securities that are determined pursuant to Section 301 to be subject to
this provision, and any covenants provided pursuant to Section 301(19), 901(2)
or 901(7) for the benefit of the Holders of such Securities; (2) the occurrence
of any event specified in Section 501(3) (with respect to Section 801 and any
other Sections or covenants applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision, and any such covenants
provided pursuant to Sections 301(19), 901(2) or 901(7)) and 501(7) shall be
deemed not to be or result in an Event of Default; and (3) the provisions of
Article 14 shall cease to be effective, in each case with respect to such
Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such “Covenant Defeasance” means
that, with respect to such Securities, the Company may omit to comply with and
shall



56









 





have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 501(3) or Article 14), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.



     SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be:



     (1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article 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, (A) in the case of
Securities of such series denominated in U.S. dollars, (i) money in an amount,
(ii) U.S. Government Obligations that 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, money in an
amount, or (iii) a combination thereof, in each case sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
such Securities on the respective Stated Maturities or on the applicable
Redemption Date or Dates, in accordance with the terms of this Indenture and
such Securities. As used herein, U.S. “Government Obligation” means (x) any
security that is (i) a direct obligation of the United States of America for
the payment of which the full faith and credit of the United States of America
is pledged or (ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, 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 depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt or (B) in the case of Securities of such
series denominated in a currency other than the U.S. dollar, (i) money in such
currency in an amount, or (ii) Foreign Government Obligations that 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, money in such currency in an
amount, or (iii) a combination thereof, in each case sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any



57









 





such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on
the Securities of such series on the respective Stated Maturities or on the
applicable Redemption Date or Dates, in accordance with the terms of this
Indenture and the Securities of such series. As used herein, “Foreign
Government Obligation” means (x) any security that is (i) a direct obligation
of the government that issued such currency for the payment of which full faith
and credit of such government is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality for such
government the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government, which, in either case (i) or (ii), is
not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Foreign Government Obligation
which is specified in clause (x) and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any such Foreign Government Obligation which is so
specified and held, 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 depositary receipt from any amount received by the custodian in respect of
the Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.



     (2) In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.



     (3) In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur.



     (4) The Company shall have delivered to the Trustee an Officer’s
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.



     (5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities shall have occurred
and be continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(5) and (6) at any time



58









 





on or prior to the 90th day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).



     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act).



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



     (8) Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act unless such trust shall be registered under such
Act or exempt from registration thereunder.



     (9) At the time of such deposit, (A) no default in the payment of any
principal of or premium or interest on any Senior Indebtedness shall have
occurred and be continuing, (B) no event of default with respect to any Senior
Indebtedness shall have resulted in such Senior Indebtedness becoming, and
continuing to be, due and payable prior to the date on which it would otherwise
have become due and payable (unless payment of such Senior Indebtedness has
been made or duly provided for) and (C) no other event of default with respect
to any Senior Indebtedness shall have occurred and be continuing permitting
(after notice or lapse of time or both) the holders of such Senior Indebtedness
(or a trustee on behalf of such holders) to declare such Senior Indebtedness
due and payable prior to the date on which it would otherwise have become due
and payable.



     (10) If the Securities are to be redeemed prior to the Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made.



     (11) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.



     SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations or Foreign
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the Trustee) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal



59









 





and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. Money, U.S. Government Obligations and Foreign Government Obligations
so held in trust shall not be subject to the provisions of Article 14.



     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 1304 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 Outstanding
Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations or Foreign Government Obligations held by
it as provided in Section 1304 with respect to any Securities that, 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 an amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.



     SECTION 1306. REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 1302 or 1303 shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1305 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.



     SECTION 1307. QUALIFYING TRUSTEE. Any trustee appointed pursuant to
Section 1304 hereof for the purpose of holding trust funds deposited pursuant
to that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon
which certificate the Trustee shall be entitled to conclusively rely, that all
conditions precedent provided for herein to the related Defeasance or Covenant
Defeasance have been complied with. In no event shall the Trustee be liable for
any acts or omissions of said trustee.



ARTICLE 14.




SUBORDINATION OF SECURITIES




     SECTION 1401. DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The Company
covenants and agrees that anything in this Indenture or the



60









 





Securities of any
series to the contrary notwithstanding, the indebtedness evidenced by the
Securities of each series and any coupons appurtenant thereto is subordinate
and junior in right to payment to all Senior Indebtedness to the extent
provided herein, and each Holder of Securities of each series and coupons
appurtenant thereto, by such Holder’s acceptance thereof, likewise covenants
and agrees to the subordination herein provided and shall be bound by the
provisions hereof. Senior Indebtedness shall continue to be Senior
Indebtedness and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness or extension or renewal of the Senior Indebtedness.



     In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same become due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Company by the Holders of Senior Indebtedness or
any trustee therefor, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (or premium, if any) or interest on any of
the Securities, or in respect of any redemption, repayment, retirement,
purchase or other acquisition of any of the Securities.



     In the event of



     (1) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Company,
its creditors or its property,



     (2) any proceeding for the liquidation, dissolution or other winding up of
the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings,



     (3) any assignment by the Company for the benefit of creditors, or



     (4) any other marshalling of the assets of the Company,



all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall
be made to any Holder of any of the Securities or coupons appurtenant thereto
on account thereof. Any payment or distribution, whether in cash, securities
or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the
extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities of any series or coupons appurtenant thereto shall be
paid or delivered directly to the Holders of Senior Indebtedness in accordance
with the priorities then existing among such Holders until all Senior
Indebtedness (including any interest thereon accruing after the



61









 








commencement of
any such proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior
Indebtedness, the Holders of the Securities and coupons appurtenant thereto,
together with the Holders of any obligations of the Company ranking on a parity
with the Securities, shall be entitled to be paid from the remaining assets of
the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Securities and such
other obligations before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital stock or any
obligations of the Company ranking junior to the Securities and such other
obligations.



     In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Indebtedness at the time outstanding with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof such payment or dissolution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
such Senior Indebtedness in full. In the event of the failure of the Trustee
or any Holder to endorse or assign any such payment, distribution or security,
each holder of Senior Indebtedness is hereby irrevocably authorized to endorse
or assign the same.



     No present or future holder of any Senior Indebtedness shall be prejudiced
in the right to enforce subordination of the indebtedness evidenced by the
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of
Securities of each series the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest on such Securities and
coupons appurtenant thereto or prevent the Trustee or the Holder from
exercising all rights, powers and remedies otherwise permitted by applicable
law or hereunder upon a default or Event of Default hereunder, all subject to
the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders.



     Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property
equal to the amount of such Senior
Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of Securities of each series and coupons appurtenant
thereto, if any, shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payments or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series and coupons appertaining thereto, if any, shall have been paid in full,
and such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be
paid or distributed to the holders of Senior



62









 





Indebtedness, shall, as between
the Company and its creditors other than the holders of Senior Indebtedness, on
the one hand, and such Holders, on the other hand, be deemed to be a payment by
the Company on account of Senior Indebtedness, and not on account of the
Securities of such series.



     The Trustee and Holders will take such action (including without
limitation, the delivery of this Indenture to an agent for the holders of
Senior Indebtedness or consent to the filing of a financing statement with
respect hereto) as may, in the opinion of counsel designated by the holders of
a majority in principal amount of the Senior Indebtedness at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.



     The provisions of this Section 1401 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.



     The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.



     SECTION 1402. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE
OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF
SENIOR INDEBTEDNESS; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS.
Upon any payment or distribution of assets of the Company referred to in this
Article 14, the Trustee and the Holders shall be entitled to rely upon an order
or decree made by any court of competent jurisdiction in which such dissolution
or winding up or liquidation or reorganization or arrangement proceedings are
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 14. In the
absence of any such bankruptcy trustee, receiver, assignee or other Person, the
Trustee shall be entitled to rely upon a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or representative on behalf of such holder) as evidence that such
Person is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in good faith, that
further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payments or distributions pursuant to this Article 14, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, as to the
extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person
under this Article 14, and if such evidence is not furnished, the Trustee may
offer any payment to such Person pending judicial determination as to the right



63









 





of such Person to receive payment. The Trustee, however, shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness.



     SECTION 1403. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article 14 or elsewhere in this Indenture, or in any of the Securities, shall
prevent (a) the Company at any time, except during the pendency of any
dissolution, winding up, liquidation or reorganization proceedings referred to
in, or under the conditions described in Section 1401, from making payments of
the principal of (or premium, if any) or interest on the Securities or (b) the
application by the Trustee or any Paying Agent of any moneys deposited with it
hereunder to payments of the principal of or interest on the Securities, if, at
the time of such deposit, the Trustee or such Paying Agent, as the case may be,
did not have the written notice provided for in Section 1404 of any event
prohibiting the making of such deposit, or if, at the time of such deposit
(whether or not in trust) by the Company with the Trustee or any Paying Agent
(other than the Company) such payment would not have been prohibited by the
provisions of this Article, and the Trustee or any Paying Agent shall not be
affected by any notice to the contrary received by it on or after such date.



     SECTION 1404. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION. Anything in
this Article 14 or elsewhere in this Indenture contained to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
money to or by the Trustee and shall be entitled conclusively to assume that no
such facts exist and that no event specified in Section 1401 has happened,
until the Trustee shall have received an Officers’ Certificate to that effect
or notice in writing to that effect signed by or on behalf of the holder or
holders, or their representatives, of Senior Indebtedness who shall have been
certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives or
from any trustee under any indenture pursuant to which such Senior Indebtedness
shall be outstanding. The Company shall give prompt written notice to the
Trustee and to the Paying Agent of any facts which would prohibit the payment
of money to or by the Trustee or any Paying Agent.



     SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of Securities
or coupons by such Holder’s acceptance thereof authorizes and directs the
Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders
of Senior Indebtedness as provided in this Article and appoints the Trustee its
attorney-in-fact for any and all such purposes.



     SECTION 1406. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The Trustee
shall be entitled to all the rights set forth in this Article with respect to
any Senior Indebtedness which may at the time be held by it, to the same extent
as any other holder of Senior Indebtedness; provided that nothing in this
Article shall deprive the Trustee of any rights as such holder and providing
further than nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.



     SECTION 1407. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then



64









 





acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if the Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1404
and 1406 shall not apply to the Company or any Affiliate of the Company if the
Company or such Affiliate acts as Paying Agent.



     SECTION 1408. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend
or supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by such it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Securities or the
Trustee and without affecting the obligations of the Company, the Trustee or
the Holders of the Securities under this Article.



ARTICLE 15.




SUBORDINATED GUARANTEES




     SECTION 1501. APPLICABILITY OF ARTICLE. The provisions of this Article shall
be applicable the Guarantor for the Guarantee of Securities of a series.



     SECTION 1502. GUARANTEE. The Guarantor of a particular series of Securities
hereby unconditionally guarantees (each such guarantee to be referred to herein
as a “Guarantee”), jointly and severally with each other Guarantor of the
Securities of that series, if any, to each Holder of such Securities
authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, such
Securities or the obligations of the Company hereunder or thereunder, (i) the
due and punctual payment of the principal of and any premium or interest on
such Securities, whether at maturity or on an interest payment date, by
acceleration, pursuant to an offer to purchase such Securities or otherwise,
and interest on the overdue principal of and interest, if any, on such
Securities, if lawful, and all other obligations of the Company to the Holders
of such Securities or the Trustee hereunder or thereunder shall be promptly
paid in full, all in accordance with the terms hereof and thereof including all
amounts payable to the Trustee under Section 607 hereof, and (ii) in case of
any extension of time of payment or renewal of any such Securities or any of
such other obligations, the same shall be promptly paid in full when due or




65










 




to be performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise.




     If the Company fails to make any payment when due of any amount so
guaranteed for whatever reason, the Guarantor of the Securities of that series
shall be obligated, jointly and severally with each other Guarantor, if any, to
pay the same immediately. The Guarantor hereby agrees that its obligations
hereunder shall be continuing, absolute and unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of the
Securities, this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities or the Trustee with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of the
Guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, demand of performance, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, the benefit of discussion, protest, notice and all
demand whatsoever and covenants that its Guarantee shall not be discharged
except by complete performance of the obligations contained in the Securities
guaranteed by such Guarantee, in this Indenture and in this Article 15. If any
Holder of Securities of a series guaranteed hereby or the Trustee is required
by any court or otherwise to return to the Company or the Guarantor of such
Securities, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or the Guarantor, any amount paid by the
Company or the Guarantor of such Securities to the Trustee or such Holder, this
Article 15, to the extent theretofore discharged with respect to any Guarantee
of such Securities, shall be reinstated in full force and effect. The
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders of Securities of a series guaranteed hereby by the
Guarantor in respect of any obligations guaranteed hereby by such Guarantee
until payment in full of all such obligations. The Guarantor further agrees
that, as between the Guarantor, on the one hand, and the Holders of Securities
of a series guaranteed hereby by the Guarantor and the Trustee on the other
hand, (i) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 5 hereof for the purposes of such Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby and (ii) in the
event of any acceleration of such obligations as provided in Article 5 hereof
such obligations (whether or not due and payable) shall forthwith become due
and payable by the Guarantor, jointly and severally with any other Guarantor of
such Securities, for the purpose of this Article 15. In addition, without
limiting the foregoing, upon the effectiveness of an acceleration under Article 5, the Trustee may make a demand for payment on
the Securities under any Guarantee provided hereunder and not discharged.



     With respect to each Guarantee by the Guarantor, the Guarantor shall be
subrogated to all rights of the Holder of any Securities guaranteed hereby by
such Guarantee against the Company in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of such Guarantee; provided
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and interest on all such Securities shall have been paid in full.



66









 





     The Guarantee set forth in this Section 1502 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by the Trustee or any
duly appointed agent.



     The Guarantees provided in this Section 1502 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by the Trustee or any
duly appointed agent.



     SECTION 1503. GUARANTEE SUBORDINATED TO SENIOR DEBT OF THE GUARANTOR. The
Guarantor agrees, and each Holder of the Securities by his acceptance thereof
likewise agrees, that the payments pursuant to the Guarantee by the Guarantor
shall be subordinated in accordance with the following provisions of this
Article 15 to the prior payment in full of all Senior Debt of the Guarantor.



     “Senior Debt of the Guarantor” means the Principal of and interest on:



     (1) all indebtedness for money borrowed by the Guarantor or which is
evidenced by a bond, debenture, note or other similar instrument or agreement
whether or not for money borrowed;



     (2) lease obligations of the Guarantor;



     (3) all indebtedness, secured or unsecured, in connection with the
acquisition or improvement of any property or asset or the acquisition of any
business by the Guarantor;



     (4) all indebtedness secured by any mortgage, lien, pledge, charge or
encumbrance upon property owned by the Guarantor and all indebtedness secured
in the manner specified in this clause (4) even if the Guarantor has not
assumed or become liable for the payment thereof;



     (5) all customer deposits held by the Guarantor in escrow accounts pending
closing of the related sales;



     (6) all indebtedness of the Guarantor created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by the Guarantor or otherwise representing the deferred and unpaid
balance of the purchase price of any such property, including all indebtedness created or arising in the manner specified in
this clause (6) even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or
sale of such property;



     (7) guarantees by the Guarantor, direct or indirect, of any indebtedness
of another Person of the types referred to in clauses (1), (2), (3), (4), (5)
or (6); and



     (8) contingent obligations of the Guarantor in respect of, or to purchase
or otherwise acquire or be responsible or liable for through the purchase of
products or services, irrespective of whether such products are delivered or
such services are rendered, any such indebtedness referred to in clauses (1),
(2), (3), (4), (5) or (6),



67









 




which indebtedness, lease obligation, deposit, guarantee or contingent
obligation the Guarantor has directly or indirectly created, incurred, assumed,
guaranteed or otherwise become liable or responsible for, whether currently
outstanding or hereafter created. All references to indebtedness include any
renewals, extensions, refundings, amendments and modifications of any such
indebtedness issued in exchange for such indebtedness; provided, however, that
Senior Debt of the Guarantor shall not include, without limitation (i) a
Guarantee, (ii) the guarantee by the Guarantor of the Subordinated Notes, (iii)
accounts payable or any other indebtedness to trade creditors created or
assumed by the Guarantor in the ordinary course of business in connection with
the obtaining of materials or services, (iv) any liability for federal, state
or local taxes owed or owing by the Guarantor and (v) any indebtedness as to
which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such indebtedness is on a parity
with or otherwise not superior in right of payment to a Guarantee.




     This Article 15 shall constitute a continuing offer to all persons who, in
reliance upon such provisions, become holders of, or continue to hold, Senior
Debt of the Guarantor, and such provisions are made for the benefit of the
holders of Senior Debt of the Guarantor, and such holders are made obliges
hereunder and any one or more of them may enforce such provisions.



     SECTION 1504. THE GUARANTOR NOT TO MAKE PAYMENTS WITH RESPECT TO
SECURITIES IN CERTAIN CIRCUMSTANCES.



     (a) Upon the maturity of the principal of any Senior Debt of the Guarantor
(other than payment of sinking fund installments) by lapse of time,
acceleration or otherwise, all principal thereof and interest thereon shall
first be paid in full, or such payment duly provided for in cash or in a manner
satisfactory to the holders of such Senior Debt of the Guarantor, before any
payment, pursuant to the Guarantee, is made on account of the principal or
interest on the Securities or to acquire any of the Securities or on account of
the mandatory redemption provisions in the Securities (except mandatory
redemption payments made in respect of Securities acquired by the Guarantor
before the maturity of such Senior Debt of the Guarantor).



     (b) Unless Section 1505 shall be applicable, upon (1) the occurrence of a
Payment Default with respect to Senior Debt of the Guarantor and receipt by the
Guarantor and the Trustee of written notice of such occurrence or (2) upon the acceleration
of such indebtedness, then no payment or distribution of any assets of the
Guarantor of any kind or character shall be made by the Guarantor or the
Trustee on account of principal of (or premium, if any) or interest on the
Securities or on account of the purchase or redemption or other acquisition of
Securities, unless and until such Payment Default shall have been cured or
waived in writing or shall have ceased to exist or such Senior Debt of the
Guarantor shall have been discharged, after which the Guarantor shall resume
making any and all required payments in respect of the Securities, including
any missed payments.



     (c) Unless Section 1505 shall be applicable, upon (1) the occurrence of a
Non-Payment Default and (2) receipt by the Trustee of written notice of such
occurrence, then no payment or distribution of any assets of the Guarantor of
any kind or character shall be made by



68









 




the Guarantor or the Trustee on account
of any principal of (or premium, if any) or interest on the Securities or on
account of the purchase or redemption or other acquisition of Securities, for a
period (“Payment Blockage Period”) commencing on the earlier of the date of
receipt by the Trustee of such written notice from the holder of Senior Debt of
the Guarantor or of the Company, or any representative of a holder of Senior
Debt of the Guarantor or of the Company unless and until (subject to any
blockage of payment that may then be in effect under subsection (a) of this
Section) the earlier of (x) more than 120 days shall have elapsed since receipt
of such written notice by the Guarantor or the Trustee, whichever was earlier,
(y) such Non-Payment Default shall have been cured or waived in writing or
shall have ceased to exist or such Senior Debt of the Guarantor or of the
Company shall have been discharged or (z) such Payment Blockage Period shall
have been terminated by written notice to the Guarantor or to the Company, as
the case may be, or to the Trustee from the holders of the Senior Debt of the
Guarantor or of the Company or any representative of the holders of the Senior
Debt of the Guarantor or of the Company initiating such Payment Blockage
Period, after which, in the case of clause (x), (y) or (z), the Guarantor shall
promptly resume making any and all required payments in respect of the
Securities, including any missed payments. In no event shall a Payment
Blockage Period extend beyond 120 days from the date of the receipt by the
Trustee of the notice referred to in clause (2) hereof (the “Initial Period”).
Any number of additional Payment Blockage Periods may be commenced during the
Initial Period; provided, however, that no such additional period shall extend
beyond the Initial Period. After the expiration of the Initial Period, no
Payment Blockage Period may be commenced on the basis of a Non-Payment Default
on the Senior Debt which was the basis of a Payment Blockage Period commenced
during the Initial Period until at least 270 consecutive days have elapsed from
the last day of the Initial Period. No Non-Payment Default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
and of which the applicable Senior Debt holder(s) are aware shall be, or be
made, the basis for the commencement of a second Payment Blockage Period
whether or not within a period of 270 consecutive days unless such event of
default shall have been cured or waived for a period of not less than 90
consecutive days.




     (d) In the event that notwithstanding the provisions of this Section 1504
the Guarantor shall make, pursuant to this Guarantee, any payment or
distribution of any character to the Trustee on account of the principal of or
interest on the Securities, or on account of the mandatory redemption
provisions, after the happening of an event of default with respect to any
Senior Debt of the Guarantor based on a default in the payment of the principal
or interest on Senior Debt of the Guarantor, or after receipt by the Trustee of written
notice as provided in this Section 1504 of an Event of Default with respect to
any Senior Debt of the Guarantor, or after the acceleration of the Securities
of any series pursuant to Section 501, then, but only if the Trustee is in
receipt of the notice specified in Section 1508, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, or such acceleration shall have been rescinded, such payment (subject to
the provisions of Sections 1508 and 1509) shall be held by the Trustee in trust
for the benefit of, and, if the Senior Debt of the Guarantor shall have been
declared immediately due and payable, shall be paid forthwith over and
delivered to, the holders of Senior Debt of the Guarantor (pro rata as to each
of such holders on the basis of the respective amounts of Senior Debt of the
Guarantor held by them) or their representative or the trustee under the
indenture or other agreement (if any) pursuant to which Senior Debt of the
Guarantor may have been issued, as their respective interests may appear,



69









 




such
payments to be made in accordance with an Officers’ Certificate as provided in
Section 102 (on which the Trustee may conclusively rely) identifying all
holders of Senior Debt of the Guarantor and the principal amount of Senior Debt
of the Guarantor then outstanding held by each and stating the reasons why such
Officers’ Certificate is being delivered to the Trustee, for application to the
payment of all Senior Debt of the Guarantor remaining unpaid to the extent
necessary to pay all Senior Debt of the Guarantor in full in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Debt of the Guarantor. In the event of the failure
of any Holder of a Security to endorse or assign any such payment or
distribution, each holder of Senior Debt of the Guarantor is hereby irrevocably
authorized to endorse or assign the same. The Guarantor shall give prompt
notice to the Trustee of any default under any Senior Debt of the Guarantor or
under any agreement pursuant to which Senior Debt of the Guarantor may have
been issued, as required by Section 1003.




     SECTION 1505. GUARANTEE SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT
OF THE GUARANTOR ON DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF
THE GUARANTOR. In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Guarantor, its creditors or its property, (ii) any
case or proceeding for the liquidation, dissolution or other winding-up of the
Guarantor, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by the Guarantor for the benefit
of creditors, or (iv) any other marshalling of the assets of the Guarantor:



     (a) the holders of all Senior Debt of the Guarantor shall first be
entitled to receive payment in full (or to have such payment duly provided for)
of the principal and interest due thereon (including any interest thereon
accruing after commencement of any such proceeding) before the Holders of the
Securities are entitled to receive, pursuant to this Guarantee any payment or
any distribution, whether in cash, securities or other property, on account of
the principal or interest on the Securities;



     (b) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of
the Guarantor as reorganized or readjusted or securities of the Guarantor or
any other company, trust or corporation provided for by a plan of
reorganization or readjustment, junior or the payment of which is otherwise subordinate, at least to the extent provided in this Article, to the
payment of all Senior Debt of the Guarantor at the time outstanding and to the
payment of all securities issued in exchange therefor to the holders of the
Senior Debt of the Guarantor at the time outstanding), to which the Holders of
the Securities or the Trustee on behalf of the Holders of the Securities would
be entitled, pursuant to this Guarantee except for the provisions of this
Section 1505, including any such payment or distribution which may be payable
or deliverable by reason of the payment of any other indebtedness of the
Guarantor being subordinated to the payment of the Securities, shall be paid by
the liquidating trustee or agent or other person making such payment or
distribution directly to the holders of Senior Debt of the Guarantor or their
representative(s), or to the trustee under any indenture under which Senior
Debt of the Guarantor may have been issued (pro rata as to each such holder,
representative or trustee on the basis of the respective amounts of unpaid
Senior Debt of the Guarantor held or represented by each), to the extent



70









 




necessary to make payment in full of all Senior Debt of the Guarantor remaining
unpaid after giving effect to any concurrent payment or distribution or
provision therefor to the holders of such Senior Debt of the Guarantor; and




     (c) in the event that notwithstanding the foregoing provisions of this
Section 1505, any payment or distribution of assets of the Guarantor of any
kind or character, whether in cash, property or securities shall be received,
pursuant to the Guarantee, by the Trustee or the Holders of the Securities on
account of principal or interest on the Securities before all Senior Debt of
the Guarantor is paid in full, or effective provisions made for its payment,
such payment or distribution (subject to the provisions of Sections 1508 and
1509) shall be received and held in trust for and shall be paid over or
delivered to the liquidating trustee, agent or other person making such payment
or distribution or to the holders of the Senior Debt of the Guarantor remaining
unpaid or unprovided for or their representative, or to the trustee under any
indenture under which Senior Debt of the Guarantor may have been issued (pro
rata as provided in subsection (b) above), for application to the payment of
such Senior Debt of the Guarantor until all such Senior Debt of the Guarantor
shall have been paid in full, after giving effect to any concurrent payment or
distribution or provision therefor to the holders of such Senior Debt of the
Guarantor.



     If the Guarantor effects a transaction permitted by Article 9, such
transaction shall not be deemed to be a dissolution, winding up, liquidation or
reorganization of the Guarantor for purposes of this Section.



     The Guarantor shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Guarantor,
assignment for the benefit of creditors by the Guarantor or any other
marshalling of assets of the Guarantor.



     SECTION 1506. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT OF
THE GUARANTOR. Subject to the payment in full of all Senior Debt of the
Guarantor, the Holders of the Securities shall be subrogated to the rights of
the holders of Senior Debt of the Guarantor to receive payments or
distributions of assets of the Guarantor applicable to the Senior Debt of the
Guarantor until all amounts owing under the Guarantee shall be paid in full and
for the purpose of such subrogation no payments or distributions to the holders
of Senior Debt of the Guarantor by virtue of this Article 15 which otherwise would have been made to the
Holders of the Securities, shall, as between the Guarantor, its creditors other
than holders of its Senior Debt of the Guarantor and the Holders, be deemed to
be a payment by the Guarantor to or on account of the Senior Debt of the
Guarantor, it being understood that the provisions of this Article 15 are
solely for the purpose of defining the relative rights of the holders of Senior
Debt of the Guarantor on the one hand and the Holders on the other hand.



     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article shall have been applied,
pursuant to the provisions of this Article, to the payment of Senior Debt of
the Guarantor, then and in such case, the Holders shall be entitled to receive
from the holders of such Senior Debt of the Guarantor at the time outstanding
any payments or distributions received by such holders of such Senior Debt of
the



71









 




Guarantor in excess of the amount sufficient to pay all amounts payable
under or in respect of such Senior Debt of the Guarantor in full.




     SECTION 1507. OBLIGATIONS OF THE GUARANTOR UNCONDITIONAL. Nothing contained
in this Article 15 or elsewhere in this Indenture or in any Security is
intended to or shall impair, as between the Guarantor and the Holders, the
obligations of the Guarantor, which are absolute and unconditional, to pay to
the Holders the principal of and interest on, as and when the same shall become
due and payable in accordance with the provisions of this Guarantee or is
intended to or shall affect the relative rights of the Holders and creditors of
the Guarantor other than the holders of the Senior Debt of the Guarantor, nor
shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon Default
under this Indenture, subject to the rights, if any, under this Article 15 of
the holders of Senior Debt of the Guarantor in respect of cash, property or
securities of the Guarantor received upon the exercise of any such remedy.



     Upon any distribution of assets of the Guarantor referred to in this
Article 15, the Trustee, subject to the provisions of Sections 601 and 602, and
the Holders of the Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders of the Securities, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
15.



     SECTION 1508. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
NOTICE. The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee, and the Trustee shall not be required to withhold payment to the
Holders of Securities as provided in Section 1504(d), unless and until the
Trustee shall have received written notice thereof at its Corporate Trust
Office from the Guarantor or from one or more holders of Senior Debt of the
Guarantor or from any representative thereof or trustee therefor identifying
the specific sections of this Indenture involved and describing in detail the
facts that would obligate the Trustee to withhold payments to Holders of Securities, as well as any other facts required by the next
succeeding paragraph of this Section 1508; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Sections 601 and
602, shall be entitled to assume conclusively that no such facts exist.



     The Trustee shall be entitled to rely on the delivery to it of a written
notice by a person representing himself to be a holder of Senior Debt of the
Guarantor (or a trustee on behalf of such holder) to establish that such notice
has been given by a holder of Senior Debt of the Guarantor or a trustee on
behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
as a holder of Senior Debt of the Guarantor to participate in any payment or
distribution pursuant to this Article 15, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Debt of the Guarantor held by such person, the extent to



72









 




which
such person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such person under this Article 15, and
if such evidence is not furnished the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive
such payment.




     SECTION 1509. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT. Except as
provided in Article 13, any deposit of monies by the Guarantor with the Trustee
or any Paying Agent (whether or not in trust) for the payment of the principal
or interest on any Securities shall be subject to the provisions of Sections
1503, 1504, 1505 and 1506 except that, if prior to the opening of business on
the date on which by the terms of this Indenture any such monies may become
payable for any purpose (including, without limitation, the payment, pursuant
to this Guarantee, of either the principal or the interest on any Security) the
Trustee shall not have received with respect to such monies the notice provided
for in Section 1508, then the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary which may be
received by it on or after such date, without, however, limiting any rights
that holders of Senior Debt of the Guarantor may have to recover any such
payments from the Holders in accordance with the provisions of this Article.



     SECTION 1510. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
GUARANTOR OR HOLDERS OF SENIOR DEBT OF THE GUARANTOR. No right of any present
or future holders of any Senior Debt of the Guarantor to enforce subordination
as provided herein shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Guarantor or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the
Guarantor with the terms of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Debt of the Guarantor may extend, renew, modify or amend the terms of
the Senior Debt of the Guarantor or any security therefor and release, sell or
exchange such security and otherwise deal freely with the Guarantor, all
without affecting the liabilities and obligations of the parties to this
Indenture or the Holders.



     SECTION 1511. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES. Each Holder of the Securities by his acceptance thereof authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article 15 and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Guarantor (whether in bankruptcy, insolvency or
receivership proceedings, voluntary liquidation or upon assignment for the
benefit of creditors or otherwise) tending towards liquidation of the business
and assets of the Guarantor, the timely filing of a claim for the unpaid
balance, pursuant to this Guarantee, of its or his Securities in the form
required in said proceedings and cause said claim to be approved. If the
Trustee does not file a proper claim or proof of debt in the form required in
such proceeding on or prior to 30 days before the expiration of the time to
file such claim or claims, then the holders of Senior Debt of the Guarantor
have the right to file and are hereby authorized to file an appropriate claim
for and on behalf of the Holders of said Securities.



73









 





     SECTION 1512. RIGHT OF TRUSTEE TO HOLD SENIOR DEBT OF THE GUARANTOR. The
Trustee in its individual capacity, shall be entitled to all of the rights set
forth in this Article 15 in respect of any Senior Debt of the Guarantor at any
time held by it to the same extent as any other holder of such Senior Debt of
the Guarantor, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.



     SECTION 1513. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT OF THE
GUARANTOR. With respect to the holders of Senior Debt of the Guarantor, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 15, and no implied
covenants or obligations with respect to the holders of Senior Debt of the
Guarantor shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of
the Guarantor and the Trustee shall not be liable to any holder of Senior Debt
of the Guarantor if it shall pay over or deliver to Holders of Securities, the
Guarantor or any other person monies or assets to which any holder of Senior
Debt of the Guarantor shall be entitled by virtue of this Article 15 or
otherwise.



     SECTION 1514. ARTICLE 15 NOT TO PREVENT EVENTS OF DEFAULT. The failure to
make a payment on account of principal or interest on the Securities of any
series by reason of any provision in this Article 15 shall not be construed as
preventing the occurrence of an Event of Default under Section 501.



     SECTION 1515. EXECUTION AND DELIVERY OF GUARANTEE. To evidence a Guarantee
set forth in this Article 15, the Guarantor hereby agrees that the Guarantee
Notation, substantially in the form of Exhibit A hereto, shall be endorsed on
each Security authenticated and delivered by the Trustee that is guaranteed by
such Guarantee and that this Indenture shall be executed on behalf of the
Guarantor by its Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents under a facsimile of its seal
reproduced thereon.



     The Guarantor hereby agrees that its Guarantee shall remain in full force
and effect notwithstanding any failure to endorse the Guarantee Notation on
each such Security.



     If an officer whose signature is on this Indenture or on the Securities
guaranteed hereby no longer holds that office at the time the Trustee
authenticates the Security on which a notation of the Guarantee is endorsed,
such Guarantee shall be valid nevertheless.



     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of each Guarantee thereof.



     This instrument 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 instrument.



     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.



74









 





	 	 	 
	 

	 	 
	 
	 	 
	

	 	By:                                                                 
	

	 	      [name]
	

	 	      [title]
	 
	 	 
	ATTEST:

	 
	              
               
                
                
     
	

	 	[name]
	

	 	[title]
	 
	 	 
	

	 	, as Trustee
	 
	 	 
	

	 	By:                                                                 
	

	 	     [name]
	

	 	     [title]
	 
	 	 
	 
	 	 
	ATTEST:

	 	                                                                      
	

	 	[name]
	

	 	[title]







75









 






EXHIBIT A




[FORM OF NOTATION OF SECURITY




RELATING TO GUARANTEE]




GUARANTEE




     [Name of Guarantor] (hereinafter referred to as the “Guarantor,” which
term includes any successor person under the Indenture (the “Indenture”)
referred to in the Security upon which this notation is endorsed) (the
“Endorsed Security”), has unconditionally guaranteed (i) the due and punctual
payment of the principal of, premium, if any, and interest on the Endorsed
Security and all other Securities of the same series as the Endorsed Security
(the “Guaranteed Securities”), whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal
of, premium, if any, and interest, if any, on the Guaranteed Securities, to the
extent lawful, and the due and punctual performance of all other obligations of
the Company to the Holders of Guaranteed Securities or the Trustee all in
accordance with the terms set forth in Article 15 of the Indenture and (ii) in
case of any extension of time of payment or renewal of any Guaranteed
Securities or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Indenture.



     The obligations of the Guarantor to the Holders of Guaranteed Securities
and to the Trustee pursuant to the Guarantee evidenced hereby and the Indenture
are expressly set forth in Article 15 of the Indenture and reference is hereby
made to such Indenture for the terms of such Guarantee.



     No stockholder, officer, director or incorporator, as such, past, present
or future, of the Guarantor shall have any personal liability under the
Guarantee evidenced hereby by reason of his or its status as such stockholder,
officer, director or incorporator.



     The Guarantee evidenced hereby shall not be valid or obligatory for any
purpose until the certificate of authentication of the Guaranteed Securities
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.



Guarantor



[SEAL]



[NAME OF GUARANTOR]



By:                                       



By: