Prepared by MERRILL CORPORATION




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Univision Communications Inc.  




 Indenture  


 Dated as of July 18, 2001  




 The Bank of New York  


 Trustee  





 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310

THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:



	Trust Indenture Act Section
 
	 	Indenture Section

	Section 310	(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	608

610
	Section 311	(a)	 	613
	 	(b)	 	613
	Section 312	(a)	 	701

702
	 	(b)	 	702
	 	(c)	 	702
	Section 313	(a)	 	703
	 	(b)	 	703
	 	(c)	 	703
	 	(d)	 	703
	Section 314	(a)	 	704
	 	(a)(4)	 	101

1005
	 	(b)	 	Not Applicable
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	102
	Section 315	(a)	 	601
	 	(b)	 	602
	 	(c)	 	601
	 	(d)	 	601
	 	(e)	 	514
	Section 316	(a)	 	101
	 	(a)(1)(A)	 	502

512
	 	(a)(1)(B)	 	513
	 	(a)(2)	 	Not Applicable
	 	(b)	 	508
	 	(c)	 	104
	Section 317	(a)(1)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	Section 318	(a)	 	107







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





 
 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	 
	 	Page

	Parties	 	1
	

Recitals of the Corporation	
 	

1
	

ARTICLE I.	
 	

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	
 	

1
	

 	
 	

Section 101.	
 	

Definitions	
 	

1
	 	 	Section 102.	 	Compliance Certificates and Opinions	 	6
	 	 	Section 103.	 	Form of Documents Delivered to Trustee	 	6
	 	 	Section 104.	 	Acts of Holders; Record Dates	 	7
	 	 	Section 105.	 	Notices, Etc., to Trustee, Corporation and any Guarantor	 	9
	 	 	Section 106.	 	Notice to Holders; Waiver	 	9
	 	 	Section 107.	 	Conflict with Trust Indenture Act	 	10
	 	 	Section 108.	 	Effect of Headings and Table of Contents	 	10
	 	 	Section 109.	 	Successors and Assigns	 	10
	 	 	Section 110.	 	Separability Clause	 	10
	 	 	Section 111.	 	Benefits of Indenture	 	10
	 	 	Section 112.	 	Governing Law	 	10
	 	 	Section 113.	 	Legal Holidays	 	10
	

ARTICLE II.	
 	

SECURITY FORMS	
 	

10
	

 	
 	

Section 201.	
 	

Forms Generally	
 	

10
	 	 	Section 202.	 	Form of Face of Security	 	11
	 	 	Section 203.	 	Form of Reverse of Security	 	12
	 	 	Section 204.	 	Form of Guarantee	 	15
	 	 	Section 205.	 	Form of Legend for Global Securities	 	17
	 	 	Section 206.	 	Form of Trustee's Certificate of Authentication	 	17
	

ARTICLE III.	
 	

THE SECURITIES	
 	

17
	

 	
 	

Section 301.	
 	

Amount Unlimited; Issuable in Series	
 	

17
	 	 	Section 302.	 	Denominations	 	20
	 	 	Section 303.	 	Execution, Authentication, Delivery and Dating	 	20
	 	 	Section 304.	 	Temporary Securities	 	21
	 	 	Section 305.	 	Registration, Registration of Transfer and Exchange	 	22
	 	 	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	24
	 	 	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	25
	 	 	Section 308.	 	Persons Deemed Owners	 	26
	 	 	Section 309.	 	Cancellation	 	26
	 	 	Section 310.	 	Computation of Interest	 	26
	 	 	Section 311.	 	CUSIP Numbers	 	26
	

ARTICLE IV.	
 	

SATISFACTION AND DISCHARGE	
 	

26
	

 	
 	

Section 401.	
 	

Satisfaction and Discharge of Indenture	
 	

26
	 	 	Section 402.	 	Application of Trust Money	 	28
	

ARTICLE V.	
 	

REMEDIES	
 	

28
	

 	
 	

Section 501.	
 	

Events of Default	
 	

28



ii





 

	 	 	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	30
	 	 	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	31
	 	 	Section 504.	 	Trustee May File Proofs of Claim	 	31
	 	 	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	 	32
	 	 	Section 506.	 	Application of Money Collected	 	32
	 	 	Section 507.	 	Limitation on Suits	 	32
	 	 	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	33
	 	 	Section 509.	 	Restoration of Rights and Remedies	 	33
	 	 	Section 510.	 	Rights and Remedies Cumulative	 	33
	 	 	Section 511.	 	Delay or Omission Not Waiver	 	33
	 	 	Section 512.	 	Control By Holders	 	33
	 	 	Section 513.	 	Waiver of Past Defaults	 	34
	 	 	Section 514.	 	Undertaking for Costs	 	34
	 	 	Section 515.	 	Waiver of Stay or Extension Laws	 	34
	

ARTICLE VI.	
 	

THE TRUSTEE	
 	

35
	

 	
 	

Section 601.	
 	

Certain Duties and Responsibilities	
 	

35
	 	 	Section 602.	 	Notice of Defaults	 	36
	 	 	Section 603.	 	Certain Rights of Trustee	 	36
	 	 	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	37
	 	 	Section 605.	 	May Hold Securities	 	37
	 	 	Section 606.	 	Money Held in Trust	 	37
	 	 	Section 607.	 	Compensation, Reimbursement and Indemnity	 	37
	 	 	Section 608.	 	Conflicting Interests	 	38
	 	 	Section 609.	 	Corporate Trustee Required; Eligibility	 	38
	 	 	Section 610.	 	Resignation and Removal; Appointment of Successor	 	38
	 	 	Section 611.	 	Acceptance of Appointment by Successor	 	40
	 	 	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	40
	 	 	Section 613.	 	Preferential Collection of Claims Against Corporation	 	41
	 	 	Section 614.	 	Appointment of Authenticating Agent	 	41
	 	 	Section 615.	 	Trustee's Application for Instructions from the Corporation	 	42
	

ARTICLE VII.	
 	

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION	
 	

42
	

 	
 	

Section 701.	
 	

Corporation to Furnish Trustee Names and Addresses of Holders	
 	

42
	 	 	Section 702.	 	Preservation of Information; Communications to Holders	 	43
	 	 	Section 703.	 	Reports by Trustee	 	43
	 	 	Section 704.	 	Reports by Corporation and the Guarantor	 	43
	

ARTICLE VIII.	
 	

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	
 	

44
	

 	
 	

Section 801.	
 	

Corporation or Guarantor May Consolidate, Etc., on Certain Terms	
 	

44
	 	 	Section 802.	 	Successor Substituted	 	44
	

ARTICLE IX.	
 	

SUPPLEMENTAL INDENTURES	
 	

45
	

 	
 	

Section 901.	
 	

Supplemental Indentures Without Consent of Holders	
 	

45
	 	 	Section 902.	 	Supplemental Indentures With Consent of Holders	 	46
	 	 	Section 903.	 	Execution of Supplemental Indentures	 	47



iii





 

	 	 	Section 904.	 	Effect of Supplemental Indentures	 	47
	 	 	Section 905.	 	Conformity with Trust Indenture Act	 	47
	 	 	Section 906.	 	Reference in Securities to Supplemental Indentures	 	47
	

ARTICLE X.	
 	

COVENANTS	
 	

47
	

 	
 	

Section 1001.	
 	

Payment of Principal, Premium and Interest	
 	

47
	 	 	Section 1002.	 	Maintenance of Office or Agency	 	47
	 	 	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	48
	 	 	Section 1004.	 	Corporate Existence	 	49
	 	 	Section 1005.	 	Statement by Officers as to Default	 	49
	 	 	Section 1006.	 	Waiver of Certain Covenants	 	49
	

ARTICLE XI.	
 	

REDEMPTION OF SECURITIES	
 	

50
	

 	
 	

Section 1101.	
 	

Applicability of Article	
 	

50
	 	 	Section 1102.	 	Election to Redeem; Notice to Trustee	 	50
	 	 	Section 1103.	 	Selection by Trustee of Securities to be Redeemed	 	50
	 	 	Section 1104.	 	Notice of Redemption	 	51
	 	 	Section 1105.	 	Securities Payable on Redemption Date	 	51
	 	 	Section 1106.	 	Securities Redeemed in Part	 	52
	

ARTICLE XII.	
 	

SINKING FUNDS	
 	

52
	

 	
 	

Section 1201.	
 	

Applicability of Article	
 	

52
	 	 	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	52
	 	 	Section 1203.	 	Redemption of Securities for Sinking Fund	 	53
	

ARTICLE XIII.	
 	

DEFEASANCE AND COVENANT DEFEASANCE	
 	

53
	

 	
 	

Section 1301.	
 	

Applicability of Article	
 	

53
	 	 	Section 1302.	 	Defeasance and Discharge	 	53
	 	 	Section 1303.	 	Covenant Defeasance	 	54
	 	 	Section 1304.	 	Conditions to Defeasance or Covenant Defeasance	 	54
	 	 	Section 1305.	 	Deposited Money and Government Securities to be Held in Trust; Miscellaneous Provisions	 	55
	 	 	Section 1306.	 	Reinstatement	 	56
	

ARTICLE XIV.	
 	

GUARANTEE	
 	

56
	

 	
 	

Section 1401.	
 	

Applicability of Article; Guarantee.	
 	

56
	 	 	Section 1402.	 	Execution and Delivery of Guarantees	 	58
	

ARTICLE XV.	
 	

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	
 	

59
	

 	
 	

Section 1501.	
 	

Indenture and Securities Solely Corporate Obligations	
 	

59




iv








    INDENTURE,
dated as of July 18, 2001, among Univision Communications Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the "Corporation"), having its principal office at 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, and The Bank of
New York, a New York banking corporation, as Trustee (herein called the "Trustee"). 


RECITALS OF THE CORPORATION 


    The
Corporation has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured senior debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to
make this Indenture a valid agreement of the Corporation, in accordance with its terms, have been done. 


NOW, THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

ARTICLE I.    
    
    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 term "generally accepted accounting principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United States of America; 


    (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," when used with respect to any 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, with respect to the Corporation and its Subsidiaries, as the context may require, (1) with respect
to a corporation, the board of directors of the corporation or any committee of that board duly authorized to act hereunder, (2) with respect to a partnership, the board 





 


of directors of the general partner of the partnership or any committee of that board duly authorized to act hereunder, and (3) with respect to any other Person, the board or committee of such
Person serving a similar function. 


    "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation or any
Guarantor, as the case requires, to have been duly adopted by the Board of Directors of the Corporation or any Guarantor, as the case requires, and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 


    "Business Day," when used with respect to any Place of Payment, means a day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to remain closed. 


    "Capital Stock" means: 



    (1) in
the case of a corporation, corporate stock; 


    (2) in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate
stock; 


    (3) in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 


    (4) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person. 




    "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 Order" or "Company Request" means a written order or request signed in the
name of the Corporation by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 


    "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn: Corporate Trust Administration. 



    "Corporation" means the Person named as the "Corporation" 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 "Corporation" shall mean such successor Person. 


    "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. 



    "Expiration Date" has the meaning specified in Section 104. 


2





 


    "Global Security" means a Security that evidences all or part of the Securities of any series which is issued to a Depositary or a
nominee thereof for such series in accordance with Section 301(17) and in each case, any related Guarantee. 


    "Government Security" has the meaning specified in Section 1304. 


    "Guarantee" means any guarantee of any Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture. 


    "Guarantor" has the meaning specified in Section 301(20). 


    "Guarantor Order" or "Guarantor Request" means a written order or request signed in the
name of any Guarantor by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 


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


    "Indebtedness" has the meaning specified in section 1401. 


    "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. 


    "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 either the Chairman of the Board, the Chief Executive Officer, the Vice Chairman
of the Board, the President or a Vice President, and also signed by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the
Corporation or a Guarantor, as the case requires, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1005 shall be the principal
executive, financial or accounting officer of the Corporation or such Guarantor, as the case requires. 



    "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Corporation or a Guarantor, as the case requires,
or other counsel who shall be reasonably 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. 


3





 


    "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 canceled by the Trustee or delivered to the Trustee for cancellation; 


    (2) Securities
for whose payment or redemption the necessary amount of money or Government Securities has been theretofore deposited with the Trustee or any Paying
Agent (other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation 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
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Corporation proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Corporation; 




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 Corporation or any other obligor upon the
Securities or any Affiliate of the Corporation or of any such other obligor, whether of record or beneficially, 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 Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or
of any such other obligor. 


    "Participating Indebtedness" has the meaning specified in Section 1401. 


    "Paying Agent" means any Person authorized by the Corporation to pay the principal of or any premium or interest on any Securities on
behalf of the Corporation or any Guarantor. 


    "Payment Default" has the meaning specified in Section 501. 


    "Periodic Offering" means an offering of Securities of a series from time to time the specific terms of which Securities, including
without limitation the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Corporation upon the issuance of such Securities. 


4





 


    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity, 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 and any
premium and interest on the Securities of that series are payable as specified in or 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. 


    "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," means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 



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


    "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 


    "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307(1). 


    "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 date on which the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal, as such date may be
advanced or extended as provided pursuant to the terms of such Security established pursuant to Section 301. 


    "Subsidiary" means, with respect to any specified Person, (1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a 


5





 


combination thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are that Person or one of more Subsidiaries of that Person (or any combination thereof). 



    "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" shall mean, 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. 


    "Vice President," when used with respect to the Corporation 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 Corporation or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Corporation and such Guarantor shall
each 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 Corporation or such Guarantor, 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 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; 


    (3) a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary 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 Corporation or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or 


6





 


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


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


    Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officers' Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or
other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been
executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any
action has been taken by or at the request of the Corporation or any Guarantor in reliance on an error or omission in the original
document which has been corrected as aforesaid, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent
that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities or Guarantees issued under the authority of such defective document
or instrument shall nevertheless be the valid obligations of the Corporation or any such Guarantor, as the case may be, entitled to the benefits of this Indenture equally and ratably with all other
Outstanding Securities or Guarantees, as the case may be, except as aforesaid. 


    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 Corporation and any Guarantor. 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, the Corporation and any such Guarantor, 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 signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than the signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of the signer's 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. 


7





 


    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, the Corporation
or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 



    Each
of the Corporation and any Guarantor 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 Corporation and any Guarantor 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 or revoke 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 Corporation or any Guarantor 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 canceled 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
Corporation or any such Guarantor, at their 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 or to revoke the
same, 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 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 canceled 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 Corporation's or any such Guarantor's expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be sent to the Corporation and any such Guarantor 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 date may designate any day 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 


8





 


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 set 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 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, Corporation and any Guarantor.  


    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 Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing, which may be made via
facsimile, to or with the Trustee at its Corporate Trust Office, or 


    (2) the
Corporation by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing, which may be made via facsimile, or mailed, first-class postage prepaid, to the Corporation addressed to it at the address of its principal office specified in the first
paragraph of this instrument, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by the Corporation, or 



    (3) any
Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing, which may be made via facsimile, or mailed, first-class postage prepaid, to any such Guarantor addressed to it at the address of its principal office specified in the first
paragraph of this instrument, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by any such Guarantor. 




    Section 106.  Notice 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 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 by such Holders or the
Corporation 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. 


9







  




    Section 107.  Conflict with Trust Indenture Act.  


    If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which 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 which 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 Corporation or any Guarantor 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 or any Guarantees 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 or any Guarantees, express or implied, shall give to any Person, other than the parties hereto, 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, THE SECURITIES AND ANY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF. 


    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 which specifically states that such provision shall apply in lieu of 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. 


 
 

ARTICLE II.    
    
    SECURITY FORMS    
  


    Section 201.  Forms Generally.  


    The
Securities of each series and any Guarantees endorsed thereon 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, in one or more indentures supplemental hereto or in an Officers' Certificate pursuant to Section 301 hereof, 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 Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities
or Guarantees, as the case may be, as evidenced by 


10





 


their execution thereof. If the form of Securities of any series or Guarantees endorsed thereon is established by action taken by or 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 Corporation 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 and any Guarantees endorsed thereon shall be printed, lithographed or engraved or may be produced in any other manner, all as determined by the officers
executing such Securities or Guarantees, as evidenced by their execution thereof. 


    Section 202.  Form of Face of Security.  


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


UNIVISION
COMMUNICATIONS INC. 






	No.	 	  
	 	 	 	$	 	  

	 	 	 	 	 	 	CUSIP No.	 	  






    Univision
Communications Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the
"Corporation," 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
($            ) on            [if the Security is to bear interest prior to
Maturity and interest payment periods are not extendable, insert—, and to pay interest thereon from            or from the most recent date to which interest has been paid or duly
provided for, [insert—semi-annually, quarterly, monthly or other description of the relevant payment period] on [            ,
      ,] and            in each year (each, an "Interest Payment Date"),
commencing            , and at Maturity
at the rate of      % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, provided that any principal hereof or
premium, if any,
or interest hereon which is not paid when due 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 on this Security shall be calculated on the basis of a
360-day year consisting 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 on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such Holder 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 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 


11





 


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 Corporation maintained for that purpose in the [Borough of Manhattan, The City of New York], in such coin or currency of the United States of America 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 Corporation 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 at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least fifteen (15) days prior to the date for payment by the Person entitled thereto].
[In the case of a Global Security registered in the name of the Depository Trust Company or its nominee, insert—Notwithstanding the foregoing, so long as the Holder of this
Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be
made by wire transfer of immediately available funds.] 


    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 Corporation has caused this instrument to be duly executed. 



	Dated:	 	UNIVISION COMMUNICATIONS INC.
	

 	
 	

By:	

  

	

Attest:	
 	

 	

 
	

  
	
 	

 	

 





    Section 203.  Form of Reverse of Security.  


    This
Security is one of a duly authorized issue of securities of the Corporation (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 Corporation and The Bank of New York, 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, limitation of rights, duties and immunities thereunder of
the Corporation, 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 


12





 



the series designated on the face hereof [if applicable, insert—, limited (subject to exceptions provided in the Indenture) in aggregate principal amount to
$            -      ]. 


    [If
applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' prior written
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 (2)] at any time [if applicable, insert—on or
after            , 19  ], as a whole or in part, at the election of the Corporation, 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 Regular 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' nor more than 60 days' prior written
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 Corporation, 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, 



	Year
 
	 	Redemption Price

for Redemption

Through Operation

of the Sinking Fund
	 	Redemption Price

for Redemption

Otherwise Than

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


    [If
applicable, insert—Notwithstanding the foregoing, the Corporation 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 


13





 


the application, directly or indirectly, of moneys borrowed having an interest cost to the Corporation (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
Corporation 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, insert—The Securities are not subject to redemption prior to the Stated Maturity of the principal
thereof.] 


    [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
applicable, insert—The obligations of the Corporation under this Security are unconditionally guaranteed on a senior basis pursuant to the Guarantee
endorsed hereon.] 


    [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 and accrued and unpaid interest on 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 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 Corporation'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 Corporation and the rights of the
Holders of the Securities of each series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
of each series at the time Outstanding affected thereby. The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of any series at the
time Outstanding with respect to which a default under the Indenture shall have occurred and be continuing, on behalf of the Holders of all Securities of such series, to waive, with certain
exceptions, such past default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Securities of any series
at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture. 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
therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 


14





 


    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, such Holder or Holders shall have offered the Trustee reasonable indemnity, and the Trustee, for 60 days after its receipt of such
notice, 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 the Trustee
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 Corporation, which is absolute and
unconditional, to pay the principal of [and premium, if any,] 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 Corporation 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 Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one 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 Corporation 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 Corporation, the Trustee and any agent of the Corporation 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 Corporation, the Trustee nor any such agent shall be affected by notice to
the contrary. 


    This
Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. 


    All
terms used in this Security which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture. 


    Section 204.  Form of Guarantee.  


    [If
applicable, insert—FOR VALUE RECEIVED, the undersigned hereby unconditionally guarantees to the Holder of the accompanying
      %            (the "Security") issued by Univision Communications Inc. (the "Corporation") under an Indenture dated as of July 18, 2001 (the
"Indenture") among the
Corporation and The Bank of New York, as trustee (the "Trustee"), and to 


15





 


the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security and of any sinking fund payments thereon, in each
case when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security
and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, if any, or any such sinking fund payment, whether at
Stated Maturity, by declaration of acceleration, call for redemption or otherwise, the undersigned hereby agrees to cause such payment to be made punctually when and as the same shall become due and
payable, whether at Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation. The undersigned hereby agrees that its
obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or the Indenture, or any
failure to enforce any provisions of such Security or the Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto, by the Holder of such Security or the
Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the undersigned, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or change the amount of principal of such Security that would
be due and payable upon a declaration of acceleration thereof pursuant to Article V of the Indenture. The undersigned hereby waives the benefits of diligence, presentment, demand for payment or
performance, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Corporation or
any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations
contained in the Indenture, such Security and in this Guarantee. 


    No
reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the undersigned, which is absolute and
unconditional, of the full and prompt payment of the principal of and premium, if any, interest and sinking fund payment, if any, on such Security. 


    THIS
GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 


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


    The
obligations of the undersigned to the Holder of such Security and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIV of the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. 


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


16





 


    IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed. 



	Dated:	  
	 	 	 
	 	 	 	[GUARANTOR]
	

 	

 	
 	

By:	

  
 [Name]

[Title]]





    Section 205.  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 EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE 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 206.  Form of Trustee's Certificate of Authentication.  


    The
Trustee's certificate of authentication shall be in substantially the following form: 


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



	 	 	 	The Bank of New York,

As Trustee
	

 	

 	
 	

By:	

  
 Authorized Signatory
	

Dated:	

  
	
 	

 	

 




 
 

ARTICLE III.    
    
    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, 


17





 

    (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 1106 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 or the method by which such date shall be determined and the right, if any, to
shorten or extend the date on which the principal of any Securities of the series is payable and the conditions to any such change; 


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


    (6) the
right, if any, to extend the interest payment periods and the terms of such extension or extensions; 


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


    (8) the
period or periods within which, or the date or dates on 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 Corporation and, if other than by a Board Resolution, the manner in which any election by the Corporation to redeem the Securities shall be
evidenced; 


    (9) the
obligation, if any, of the Corporation to redeem or purchase any Securities of the series pursuant to any sinking fund, purchase 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 upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation; 


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



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


   (12) 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; 



   (13) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Corporation 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 



18





 


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); 


   (14) 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; 


   (15) 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 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); 


   (16) if
either or both of Sections 1302 and 1303 do not apply to any Securities of the series; 


   (17) if
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 Depositary or 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; 


   (18) any
addition, modification or deletion of any Events of Default or covenants provided with respect 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; 



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


   (20) if
the obligations of the Corporation with respect to the Securities of any series are to be Guaranteed by any Person or Persons (each a
"Guarantor" and together the "Guarantors"), the identity of such Guarantor or Guarantors and any terms
of such Guarantees with respect to the Securities of such series in addition to those set forth in Section 1401, or any exceptions to or changes in those set forth in Section 1401; and 



   (21) any
other terms of the series. 




    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. 


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


    With
respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officers' Certificate or supplemental indenture
referred to above may provide general terms or parameters for Securities of such series and provide either that the specific 


19





 


terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Corporation in accordance with other procedures specified in a Company
Order as contemplated by the fourth paragraph of Section 303. 


    Notwithstanding
Section 301(2) herein and unless otherwise expressly provided with respect to a series of Securities, a series of Securities may from time to time be
"re-opened" and the aggregate principal amount of any such series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate
principal amount authorized with respect to such series as increased. 


    Section 302.  Denominations.  


    The
Securities of each series shall be issuable only in fully 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 Corporation by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents 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 Corporation shall bind the Corporation, 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. 


    Unless
otherwise provided as contemplated by Section 301, with respect to any series of Securities, any Guarantees to be endorsed on any series of Securities shall be executed
and delivered in accordance with the provisions of Section 1402. 


    At
any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities of any series executed by the Corporation with any
Guarantees executed by any
Guarantor, to the Trustee for authentication, together with a Company Order and any Guarantor Order for the authentication and delivery of such Securities and for the delivery of any such Guarantees
endorsed thereon, and the Trustee in accordance with the Company Order and any such Guarantor Order shall authenticate such Securities and deliver such Securities and any such Guarantees endorsed
thereon, provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate such Securities and deliver such Securities and such Guarantees endorsed
thereon from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Corporation or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order and any Guarantor Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the Securities of the series or any Guarantees endorsed thereon have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such Securities and any such Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in
relation to such Securities and any such Guarantees endorsed thereon, the Trustee shall be furnished, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating, 



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



20







  




    (2) if
the terms of such Securities or Guarantees have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or
pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity
with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 


    (3) that
such Securities and any Guarantees endorsed thereon, when authenticated and delivered by the Trustee and issued by the Corporation and any such Guarantor in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the Corporation and any such Guarantor enforceable against the
Corporation and any such Guarantor in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally (including without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 




    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, any Guarantor 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. 


    With
respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Corporation and any Guarantor of any of such
Securities and Guarantees endorsed thereon, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. 


    Each
Security shall be dated the date of its authentication. 


    No
Security or Guarantee endorsed thereon 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 signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated hereunder and that such Security and any Guarantee endorsed thereon have been duly delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver such Security to
the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security (and any Guarantee endorsed thereon) shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture. 


    Section 304.  Temporary Securities.  



    Pending
the preparation of definitive Securities of any series, the Corporation may execute, and upon Company Order and any Guarantor Order, if applicable, the Trustee shall
authenticate and 


21





 


deliver, temporary Securities (with any temporary Guarantees endorsed thereon) which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities and any Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities or Guarantees, as the case may be, may determine, as evidenced by their execution of such Securities or Guarantees, as the case may be. 


    If
temporary Securities or Guarantees of any series are issued, the Corporation will cause definitive Securities and Guarantees of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities and Guarantees of such series, the temporary Securities and Guarantees of such series shall be exchangeable for definitive Securities of such
series, with the definitive Guarantees of any Guarantor endorsed thereon, upon surrender of the temporary Securities of such series at the office or agency of the Corporation 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 Corporation shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, with any definitive Guarantees
executed by such Guarantor endorsed thereon. Until so exchanged, the temporary Securities of any series and any Guarantees endorsed thereon shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series and tenor and definitive Guarantees. 


    Section 305.  Registration, Registration of Transfer and Exchange.  


    The
Corporation 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
Corporation 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 Corporation 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 Corporation in a Place of Payment for that series, the Corporation 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, with any Guarantees executed by the Guarantor endorsed thereon. 


    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 Corporation shall execute, and the Trustee
shall authenticate and deliver, the Securities, with any Guarantees of the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive. 



    All
Securities and Guarantees issued upon any registration of transfer or exchange of Securities and the Guarantees endorsed thereon shall be the valid obligations of the Corporation
and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees 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 Corporation, any Guarantor or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Corporation, any Guarantor and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing. 


    No
service charge shall be assessed against the Holder for any registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other 


22





 


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 1106 not involving any
transfer. 


    If
the Securities of any series (or of any series and specified tenor) are to be redeemed, the Corporation 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 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any 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) and (4) 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 has notified
the Corporation that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Corporation within 90 days of receipt
by the Corporation of such notification, (B) if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so
registered to act as such Depositary and no successor Depositary shall have been appointed by the Corporation within 90 days after it became aware of such cessation, (C) the Corporation,
in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Security, together with all other Global Securities of the same series, shall be
exchangeable as described below, (D) an Event of Default has occurred and is continuing with respect to the Securities of such series, or (E) 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. If any of the events described in clauses (A) through
(E) of the preceding sentence occur, the beneficial owners of interests in the relevant Global Securities will be entitled to exchange those interests for definitive Securities and, without
unnecessary delay but in any event not later than the earliest date on which those interests may be so exchanged, the Corporation will deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in an aggregate principal amount equal to the principal amount of such Global
Securities, such Securities to be duly executed by the Corporation. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be surrendered
from time to time by the Depositary as shall be specified in the Company Order with respect thereto (which the Corporation agrees to deliver), and in accordance with any instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be
specified in the Company Order with respect thereto to the Trustee, as the Corporation's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee
shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Security, a like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee
to such Depositary or its custodian. If a definitive Security is issued in exchange for any portion of a 



23





 


Global Security after the close of business at the place where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at that Place of
Payment on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Place of Payment on the related proposed date for the
payment of Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such definitive Security,
but shall be payable on such Interest Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in
accordance with the provisions of this Indenture. 


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


    (4) 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 1106 or otherwise, shall be authenticated and delivered in the 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. 




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


    If
any mutilated Security is surrendered to the Trustee, the Corporation 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, having a Guarantee, if any, executed by the Guarantor endorsed thereon and bearing a number not contemporaneously outstanding. 


    If
there shall be delivered to the Corporation, any Guarantor and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Corporation, any Guarantor or the Trustee
that such Security has been acquired by a bona fide purchaser, the Corporation 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, having a Guarantee, if any, executed by the Guarantor endorsed thereon
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 Corporation or any Guarantor in its discretion may, instead of
issuing a new Security, pay such Security. 


    Upon
the issuance of any new Security under this Section, the Corporation 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 reasonable expenses (including the fees and expenses of the Trustee) connected therewith. 


    Every
new Security of any series and any Guarantee endorsed thereon issued pursuant to this Section in lieu of any destroyed, lost or stolen Security and any Guarantee endorsed
thereon shall constitute an original additional contractual obligation of the Corporation and such Guarantor, respectively, whether or not the destroyed, lost or stolen Security or Guarantee 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 and
any Guarantees endorsed on such Securities. 


24





 


    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, such payment to be made at the office or agency maintained for such purpose pursuant to Section 1002; provided, however, that, at the option of the Corporation, interest
on any series of Securities that bear interest may be paid (i) by check mailed to the address of the Persons entitled thereto as such addresses shall appear on the Security Register or
(ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date
for payment by the Persons entitled thereto. Any such instructions given pursuant to clause (ii) shall remain in effect until revoked by written notice to the Trustee at least
15 days prior to any payment date by the Person entitled to such payment. 


    Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, 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 Corporation, at its election in each case, as provided in
Clause (1) or (2) below: 



    (1) The
Corporation or any Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names 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
Corporation or any such Guarantor 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 Corporation or any such Guarantor, as the case may be, 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 the notice of the proposed payment.
The Trustee shall promptly notify the Corporation and any such Guarantor of such Special Record Date and, in the name and at the expense of the Corporation or any such Guarantor, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so 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
Corporation or any Guarantor 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, if any, on which such Securities may be listed, and upon such notice as may be 



25





 


required by such exchange, if, after notice given by the Corporation or any Guarantor 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 Corporation, any Guarantor, the Trustee and any agent of the Corporation, any Guarantor 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 such Security be overdue, and none of the Corporation, any Guarantor, the Trustee or any agent of the Corporation, any
Guarantor 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 canceled by it. The Corporation or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Corporation or any Guarantor 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 Corporation has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of as directed by a Company Order or Guarantor Order; provided, however, that the Trustee shall not be required to destroy such canceled Securities. 


    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. 


    Section 311.  CUSIP Numbers.  


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


 
 

ARTICLE IV.    
    
    SATISFACTION AND DISCHARGE    
  


    Section 401.  Satisfaction and Discharge of Indenture.  



    This
Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to those surviving rights
and 


26





 


obligations specified below), and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 



    (1) either 



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



    (B) all
such Securities of such series not theretofore delivered to the Trustee for cancellation 



     (i) have
become due and payable, or 


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


    (iii) 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 Corporation, 




and
the Corporation or any Guarantor of the Securities of such series, in the case of (B) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose
money, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in an amount sufficient without
consideration of any reinvestment of interest, to pay and discharge, and which shall be applied by the Trustee 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) no
Event of Default or event that is, or with the passage of time or the giving of notice or both would be, an Event of Default, has occurred and is continuing on
the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Corporation or any Guarantor of the Securities of such series is a party or by which the Corporation or any Guarantor of the Securities of such series is bound; 


    (3) the
Corporation or any Guarantor of the Securities of such series has paid or caused to be paid all other sums payable hereunder by the Corporation and any such
Guarantor; 


    (4) the
Corporation has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities of such series at the Stated
Maturity or Redemption Date, as the case may be; and 


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




    Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Corporation and any Guarantor of the Securities of
such series to the Trustee under Section 607, the obligations of the Corporation 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 Corporation and the Trustee with respect to the 


27





 


Securities of such series under Sections 304, 305, 306, 402, 1002, 1003 and 1306 shall survive such satisfaction and discharge. 


    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 (other than the Corporation 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 V.    
    
    REMEDIES    
  


    Section 501.  Events of Default.  


    "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is specifically deleted or modified in the Board Resolution or Officers' Certificate delivered to the Trustee prior to the issuance of
such series of Securities or supplemental indenture under which such series of Securities is issued or has been deleted or modified in an indenture supplemental hereto: 



    (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; provided, however, that if the Corporation is permitted by the terms of the Securities of such series to defer the payment in question, the date on which such payment is due and
payable shall be the date on which the Corporation is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or 



    (2) default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or 


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


    (4) default
in the performance, or breach, of any covenant or warranty of the Corporation or any of its Subsidiaries in this Indenture (other than a covenant 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 a series
of Securities other than that series) or the Securities of that series, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified
mail, to the Corporation and any Guarantor by the Trustee or to the Corporation, any such 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) default
occurs under any mortgage, indenture or other instrument evidencing any indebtedness for money borrowed by the Corporation or any of its Subsidiaries
(including a default with respect to any other series of Securities issued under this Indenture), or under any mortgage, indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Corporation or any of its Subsidiaries (or the payment of which is guaranteed by the Corporation or any of its Subsidiaries),
whether 



28





 


such indebtedness or guarantee exists on the date this Indenture or is issued or entered into following the date of this Indenture, if: 



    (a) either: 



     (i) such
default results from the failure to pay principal of, or premium, if any, on such indebtedness prior to the expiration of the grace period provided in such
indebtedness on the date of such default (a "Payment Default"); or 


    (ii) as
a result of such default the maturity of such indebtedness has been accelerated prior to its expressed maturity; and 




    (b) the
principal amount of such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates at least $75 million and the Payment Default or such acceleration is not rescinded or annulled, or such indebtedness for money borrowed is
not discharged, within 30 days after written notice to the Corporation by the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of that series; or 




    (6) the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Corporation, any of its Subsidiaries that is a
Significant Subsidiary or any group of its Subsidiaries that, taken together, 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 Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its
Subsidiaries that, taken together, would constitute a Significant Subsidiary, as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of such entity or entities under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of such entity or entities or of any substantial part of the property of such entity or entities, or ordering the winding-up or liquidation of the affairs of such entity or
entities, 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 90 consecutive days; or 



    (7) the
commencement by the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would
constitute a Significant Subsidiary, 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 the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together,
would constitute a Significant Subsidiary, to the entry of a decree or order for relief in respect of such entity 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 the Corporation, any of its Subsidiaries that is a Significant
Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the filing by such entity or entities of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the consent by the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that,
taken together, would constitute a Significant Subsidiary, to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of such entity or entities or of any substantial part of its or their property, or the making by such entity or entities of an assignment for the benefit of
creditors, or the admission by such entity or entities in writing of its or their inability to pay its or their debts generally as they become due, or the authorization of any such action by the Board
of Directors of such applicable entity or entities; or 



29





 


    (8) except as otherwise permitted herein, any Guarantee of the Securities of any series shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations
under its Guarantee with respect to Securities of that series; or 


    (9) 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 specified in clause (6), (7) or (8) of Section 501 hereof occurs, all Outstanding Securities will become due and payable immediately
and without any further action or notice. If any other Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal 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) and accrued and unpaid interest, if any, thereon
to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and
accrued and unpaid interest shall 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 Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived,
and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 



    (1) the
Corporation or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay 



    (A) all
overdue interest on all Securities of that series which has become due otherwise than by such declaration of acceleration, 


    (B) the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and, to the extent
permitted by law, any interest thereon at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of
interest borne by such Securities, 


    (C) to
the extent that payment of such interest is lawful, interest upon overdue interest which has become due otherwise than by such declaration of acceleration at the
rate or rates prescribed therefor in such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and 


    (D) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 607; 



and






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




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


30







  




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


    The
Corporation and each Guarantor, if any, jointly and severally covenant 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, 


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


    (3) default
is made in the deposit of any mandatory sinking fund payment applicable to any Security when due, 




the
Corporation or any such Guarantor 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 or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by 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, and any other amounts due the Trustee under Section 607. 


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


    If
an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of
such series 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 receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or similar judicial proceeding relative to the Corporation or any Guarantor
(or any other obligor upon the Securities or any Guarantees), its or their respective property or its or their respective creditors, the Trustee (irrespective of whether the principal of such
Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation or
any Guarantor for the payment of overdue principal, premium, if any, or interest) 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, to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities of such series, to file such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of such Securities allowed in such
judicial proceeding, to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, 


31





 


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. 


    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 any Guarantees 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 or any Guarantees endorsed thereon may be prosecuted and enforced by the Trustee without the possession of any
of the Securities or any such Guarantees 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; 


    Second:
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 aggregate amounts due and payable on such Securities for principal and any premium and interest; and 


    Third:
To the payment of the balance, if any, to the Corporation or any other Person or Persons legally 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; 


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



32





 


    (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.  


    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
institute suit for the enforcement of any such payment, 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 Corporation, any Guarantor, 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 Event of Default shall, to the extent permitted by law, 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, to the extent permitted by law, 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 


33





 


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) subject
to Section 601, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 



    (3) such
direction is not unduly prejudicial to the rights of other Holders of Securities of that series not joining in that action. 




    Section 513.  Waiver of Past Defaults.  


    The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series with respect to which any default under this Indenture shall have occurred and
be continuing may, on behalf of the Holders of all Securities of such series, waive such past default under this Indenture with respect to such Securities 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 (except a rescission of acceleration of such series by the Holders of
at least a majority in principal amount of the Outstanding Securities of such series and a waiver of the Payment Default that resulted from such acceleration), or 


    (2) in
respect of a covenant or provision hereof which under Article IX 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 be deemed not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to
have occurred, 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.  


    All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and disbursements, against any party litigant
in such suit having due regard to the merits
and good faith of the claims or defenses made by such party litigant, but the provisions of this Section 514 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date). 


    Section 515.  Waiver of Stay or Extension Laws.  


    Each
of the Corporation and each Guarantor, if any, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Corporation or any such Guarantor from paying all or any portion of the principal of or premium, if any, or interest on any Securities as contemplated herein or therein or which may affect
the covenants or the performance of this Indenture; and each of the Corporation and each Guarantor, if any (to the extent that it may 


34





 


lawfully do so), hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE VI.    
    
    THE TRUSTEE    
  


    Section 601.  Certain Duties and Responsibilities.  



    (1) Except
during the continuance of an Event of Default, 



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


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




    (2) In
case an Event of Default has occurred 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 person would exercise or use under the circumstances in the conduct of his or her own affairs. 


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



    (A) this
Subsection shall not be construed to limit the effect of Subsection (1) of this Section; 


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


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



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




    (4) Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section. 



35





 

    Section 602.  Notice of Defaults.  


    If
a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent
provided by the Trust Indenture Act. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to 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 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 (whether in its original or facsimile form) 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 Corporation or any Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or Guarantor
Request or a Guarantor Order, as applicable, or as otherwise expressly provided herein, 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, conclusively rely upon an Officers' Certificate of the
Corporation or any Guarantor, as appropriate; 


    (4) the
Trustee may consult with counsel of its selection 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) in
case an Event of Default has occurred and is continuing with respect to the Securities of any series, the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture with respect to the Securities of such series, whether at the request or direction of any of the Holders thereof or pursuant to any other provision
in this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; 


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


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



36





 


    (8) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 


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


   (10) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and 


   (11) the
Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded. 




    Section 604.  Not Responsible for Recitals or Issuance of Securities.  


    The
recitals contained herein and in the Securities and any Guarantees endorsed thereon, except the Trustee's certificates of authentication, shall be taken as the statements of the
Corporation or such Guarantor, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities or any Guarantees endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Corporation 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 Corporation, 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 Corporation 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 Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing by the Trustee with the Corporation or any Guarantor. 


    Section 607.  Compensation, Reimbursement and Indemnity.  


    The
Corporation and each Guarantor, if any, jointly and severally agree 



    (1) to
pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee 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 



37





 


expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and 


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




    The
Trustee shall have a first priority lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to
this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. 


    Without
limiting any 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(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. 


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


    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 eliminate such conflict or interest within 90 days,
apply to the Commission for permission to continue as Trustee 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 with respect to the Securities of each series, 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. 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. 


    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 Corporation and the Guarantors with respect to such
series, if any. 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, at the expense of the Corporation, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series. 


38





 


    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, the Corporation and the Guarantors with respect to such series, if any. 



    If
at any time: 



    (1) the
Trustee shall fail to comply with Section 608 after written request therefor by the Corporation, any Guarantor or by any Holder who has been a bona fide
Holder of a Security for at least six months, or 


    (2) the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Corporation, any Guarantor 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 Corporation and such Guarantors, if any, by Board Resolutions 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 instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after giving of notice of
removal, the removed Trustee may petition, at the expense of the Corporation, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. 


    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 Corporation and the Guarantors, if any, by Board Resolutions, 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 Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Corporation 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 Corporation and the Guarantors, if
any. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Corporation and the Guarantors, if any, 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
Corporation 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. 


39







  




    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
Corporation, the Guarantors, if any, 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 Corporation,
any Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder (subject to the lien provided for in
Section 607). 


    In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Corporation, the Guarantors, if any, 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 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 Corporation, any Guarantor 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 Corporation and the Guarantors, if any, 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. 


    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
that 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 


40





 


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 Corporation.  


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


    Section 614.  Appointment of Authenticating Agent.  


    The
Trustee may appoint an Authenticating Agent or Agents acceptable to the Corporation with respect to one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 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 Agent. Each Authenticating Agent shall be acceptable to the Corporation 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 all or substantially all the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided that 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, the Corporation and the Guarantors, if any. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Corporation and the Guarantors, if any. 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 Corporation and any Guarantor and shall give notice of such appointment in the manner provided in Section 106 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 


41





 


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
Corporation and the Guarantors, if any, jointly and severally, agree 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. 



	Dated:	  
	 	The Bank of New York,

As Trustee
	

 	

 	
 	

By:	

  
 As Authenticating Agent
	

 	

 	
 	

By:	

  
 Authorized Signatory





    Section 615.  Trustee's Application for Instructions from the Corporation.  


    Any
application by the Trustee for written instructions from the Corporation may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation for any action taken
by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days
after the date any officer of the Corporation actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 


 
 

ARTICLE VII.    
    
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION    
  



    Section 701.  Corporation to Furnish Trustee Names and Addresses of Holders.  


    The
Corporation and any Guarantor will furnish or cause to be furnished to the Trustee 



    (1) 15 days
after each Regular Record Date, 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 such Regular Record Date, and 


    (2) at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Corporation or any Guarantor 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. 


42





 


    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 Corporation, any Guarantor and the Trustee that none of the Corporation, any Guarantor, the Trustee nor
any agent of any 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 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. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of
this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a). 


    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 Corporation and any Guarantor. The Corporation and the Guarantors, if any, will promptly notify the Trustee when any Securities are listed on any stock exchange or any
delisting thereof. 


    Section 704.  Reports by Corporation and the Guarantor.  


    The
Corporation and the Guarantors, if any, pursuant to Section 314(a) of the Trust Indenture Act, shall: 



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


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


    (3) transmit
within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required to be filed by it pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. 



43





 

    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 Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to
conclusively rely exclusively on Officers' Certificates). 


 
 

ARTICLE VIII.    
    
    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER    
  


    Section 801.  Corporation or Guarantor May Consolidate, Etc., on Certain Terms.  


    Nothing
contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation or the Guarantor with or into any other Person or Persons
(whether or not affiliated with the Corporation), or successive consolidations or mergers in which the Corporation or the Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale, transfer, lease or other conveyance of the properties and assets of the Corporation or the Guarantor as an entirety or substantially as an entirety to any other Person (whether or
not affiliated with the Corporation or the Guarantor) lawfully entitled to acquire the same; provided, however, that the Corporation and the Guarantor shall not, in any transaction or series of
transactions, consolidate or merge with or into any Person or sell, transfer, lease or otherwise convey the properties and assets of
the Corporation or the Guarantor as an entirety or substantially as an entirety to any other Persons, unless: 



     (i) either
(A) the Corporation or the Guarantor, as the case may be, shall be the continuing Person (in the case of a merger) or (B) the successor Person
formed by such consolidation or into which the Corporation or the Guarantor, as the case may be, is merged or which acquires by sale, transfer, lease or other conveyance the properties and assets of
the Corporation or the Guarantor, as the case may be, as an entirety or substantially as an entirety, is a corporation organized and 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 (or indentures, if at such time there shall be more than one Trustee) supplemental hereto, executed by such successor
corporation, the Trustee, the Corporation and the Guarantor, in form and substance satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on
all of the Outstanding Securities or the due and punctual payment of all amounts under the Guarantees, as the case may be, and the due and punctual performance and observance of every obligation in
this Indenture and the Outstanding Securities on the part of the Corporation or the Guarantor, as the case may be, to be performed or observed; 


    (ii) 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, has or shall have occurred and be continuing; and 


    (iii) the
Corporation or the Guarantor, as the case may be, shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this
Article 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 Corporation or the Guarantor with, or merger of the Corporation or the Guarantor into, any other Person or any sale, transfer, lease or other conveyance
of the properties and assets of the Corporation or the Guarantor as an entirety or substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation
or into which the 


44





 


Corporation or the Guarantor, as the case may be, is merged or to which such sale, transfer, lease or other conveyance is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Corporation or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Corporation or the Guarantor, as the
case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and under the Securities or the Guarantees endorsed thereon, as the case may be. 


 
 

ARTICLE IX.    
    
    SUPPLEMENTAL INDENTURES    
  


    Section 901.  Supplemental Indentures Without Consent of Holders.  



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



    (1) to
evidence the succession of another Person to the Corporation or any Guarantor, as the case may be, and the assumption by any such successor of the covenants of
the Corporation or any such Guarantor, as the case may be, herein and in the Securities or any such Guarantees endorsed thereon, as the case may be; or 


    (2) to
add to the covenants of the Corporation or any Guarantor 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 Corporation or any Guarantor; or 


    (3) to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such 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); or 


    (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 facilitate the issuance of Securities in uncertificated form; or 


    (5) to
change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such change or elimination
(A) shall neither (i) apply to any Security or Guarantee entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security or Guarantee with
respect to such provision, or (B) shall become effective only when there is no such Security Outstanding or to add any new provision to this Indenture, provided that any such addition does not
apply to any Security of any series or any Guarantee endorsed thereon created prior to the execution of such supplemental indenture; or 


    (6) to
secure the Securities or any Guarantees; or 


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


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



45





 


    (9) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or 



   (10) to
release any Guarantor, if any, from any of its obligations under its Guarantee of the Securities of such series, except as otherwise provided herein; or 


   (11) 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 (11) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect. 




    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 (including,
without limitation, consent obtained in connection with a purchase of, or tender offer or exchange offer for, such series), by Act of said Holders delivered to the Corporation, the Guarantors, if any,
and the Trustee, the Corporation and the Guarantors, if any, when authorized by Board Resolutions, 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 any supplemental indenture, or 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 premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, 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 


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


    (3) modify
or affect in any manner the terms and conditions of the obligations of the obligations of any Guarantor in respect of the due and punctual payment of the
principal of, or premium, if any, or interest on any Security, or 


    (4) modify
any of the provisions of this Section, Section 513 or Section 1006, 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 (4) 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 1006, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(8). 




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 (including any Guarantees endorsed thereon), or which modifies the rights of the Holders of 


46





 


Securities of such series or any Guarantees endorsed thereon 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 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 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel and an Officers' Certificate, each 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 Trust Indenture Act.  


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


    Section 906.  Reference in Securities to Supplemental Indentures.  



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


 
 

ARTICLE X.    
    
    COVENANTS    
  


    Section 1001.  Payment of Principal, Premium and Interest.  


    The
Corporation covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities
of that series in accordance with the terms of the Securities and this Indenture. 


    Section 1002.  Maintenance of Office or Agency.  


    The
Corporation and the Guarantors, if any, 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 Corporation or any Guarantor in
respect of the Securities of that series and this Indenture may be served. The Corporation and any such Guarantor 


47





 


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 Corporation or any such Guarantor 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 Corporation and any such Guarantor hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 



    The
Corporation or any Guarantor 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 Corporation or any Guarantor
of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Corporation and the Guarantors, if any, will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


    Unless
otherwise provided in or pursuant to Section 301 of this Indenture, the Corporation and the Guarantors, if any, hereby designate as a Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially appoint the office of The Bank of New York in the Borough of Manhattan, The City of New York, as its office or agency in that
Place of Payment for such purpose. 


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


    If
the Corporation 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 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 Corporation shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. (local time at Place of Payment) on 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 Corporation will promptly notify the Trustee of its action or failure so to act. 


    The
Corporation 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 Corporation (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
Corporation 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 hereunder by the Corporation 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 Corporation
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. 


    Subject
to any applicable escheatment laws, any money deposited with the Trustee or any Paying Agent, or then held by the Corporation, 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, 


48





 


premium or interest has become due and payable shall be paid to the Corporation on Company Request, or (if then held by the Corporation) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Corporation and the Guarantors, if any, jointly and severally, for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Corporation 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 Corporation 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, 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 Corporation. 


    Section 1004.  Corporate Existence.  


    Subject
to Article VIII, each of the Corporation and each Guarantor, if any, will do or cause to be done all things necessary to preserve and keep in full force and effect
their corporate existence, rights (charter and statutory) and franchises; provided, however, that neither the Corporation nor any Guarantor shall be required to preserve any such right or franchise if
it shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Corporation or such Guarantor. 


    Section 1005.  Statement by Officers as to Default.  


    Each
of the Corporation and the Guarantors, if any, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Corporation or on or before such other
day in each calendar year as the Corporation, the Guarantors, if any, and the Trustee may from time to time agree upon, an Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Corporation or any Guarantor, as the case may be, is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the Corporation or any Guarantor shall be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. 


    The
Corporation will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (1) an Event of Default or an event that is, or
with the passage of time or the giving of notice or both would be, an Event of Default in the performance of a covenant or agreement or condition contained in this Indenture or (2) any Event of
Default or event that is, or with the passage of time or the giving of notice or both would be, an Event of Default of the type provided for herein specifying such default or Event of Default, notice
of such default or Event of Default. 


    Section 1006.  Waiver of Certain Covenants.  


    Except
as otherwise specified as contemplated by Section 301 for Securities of such series, the Corporation 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) or 901(2) for the benefit of the Holders of such series
if before the time for such compliance the Holders of not less than 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 Corporation and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect. 


49






  



 
 

ARTICLE XI.    
    
    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 Corporation 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 Corporation, the Corporation shall, at least 45 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice
shall be satisfactory to the Trustee in its sole and absolute discretion), notify the Trustee 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 Corporation which is subject to a condition specified in the terms of such Securities or elsewhere in this
Indenture, the Corporation and the Guarantor shall each furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition applicable to it. 


    Section 1103.  Selection by 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 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, (1) if the particular series of Securities to be redeemed are listed on any
national securities exchange, in compliance with the requirements of the principal national securities exchange or which such Securities are listed, or (2) if the particular series of
securities to be redeemed are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; 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 Corporation in writing of the Securities selected for redemption as aforesaid and, in the 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 


50





 


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, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued
in connection with a Defeasance of such Securities or a satisfaction and discharge of this Indenture. 


    All
notices of redemption shall state: 



    (1) the
Redemption Date; 


    (2) the
Redemption Price; 


    (3) if
less than all the Outstanding Securities of any series and of a specified tenor 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 and of
a specified tenor consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed; 


    (4) that
on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, 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 accrued interest, if any, unless it shall have been
specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required; 


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


    (7) the
CUSIP number of such Securities, if any, or any other numbers used by the Depositary to identify such securities; and 


    (8) such
other matters as the Corporation shall deem desirable or appropriate. 




    Notice
of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation's request, by the Trustee in the name and
at the expense of the Corporation. Any such notice of redemption shall be irrevocable. 


    Prior
to 10:00 a.m. (local time at the Place of Payment) on any Redemption Date, the Corporation shall deposit, with respect to the Securities of any series called for
redemption pursuant to this Section 1104, with the Trustee or with a Paying Agent an amount of money in the applicable currency sufficient to
pay the Redemption Price of, and any accrued interest on, all such Securities or portion thereof which are to be redeemed on that date. 


    Section 1105.  Securities Payable on Redemption Date.  


    Notice
of redemption having been given as aforesaid, the Securities or portions thereof 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 Corporation shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security or portion thereof shall be paid by the Corporation at
the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such 


51





 


surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security, and provided further 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 Regular 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 or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security. 


    Section 1106.  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 Corporation, any Guarantor or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Corporation, any such Guarantor and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Corporation 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 (and with a Guarantee executed by any such Guarantor, if any, endorsed thereon), 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 with the Guarantee, if any, of any such Guarantor endorsed thereon. 


 
 

ARTICLE XII.    
    
    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
Corporation (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 Corporation 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. 


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    Section 1203.  Redemption of Securities for Sinking Fund.  


    Not
less than 45 days prior to each sinking fund payment date for any Securities, the Corporation 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 Corporation
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 1105 and 1106. 


 
 

ARTICLE XIII.    
    
    DEFEASANCE AND COVENANT DEFEASANCE    
  


    Section 1301.  Applicability of Article.  


    Unless,
pursuant to Section 301, provision is made that either or both of (A) defeasance of any Securities or any series of Securities under Section 1302 and
(B) covenant defeasance of any Securities or any series of Securities under Section 1303 shall not apply to such Securities of a series, then the provisions of either or both of Sections
1302 and Section 1303, as the case may be, together with Sections 1304 and 1305, shall be applicable to the Outstanding Securities of such series upon compliance with the conditions set forth
below in this Article. Unless otherwise specified pursuant to Section 301, defeasance under Section 1302 and covenant defeasance under Section 1303 may be effected only with
respect to all, and not less than all, the Securities of any series. To the extent that the Corporation is permitted, pursuant to Section 301, to defer interest payments, change the time for
interest payments, or change the Stated Maturity of the Securities of any series or any installment of principal thereof, any such right shall terminate upon defeasance or covenant defeasance of the
Securities of that series as described below or upon satisfaction and discharge with respect to the Securities of that series pursuant to Section 401. 


    Section 1302.  Defeasance and Discharge.  


    On
and after the date the conditions set forth in Section 1304 are satisfied, the Corporation and the Guarantors, if any, may cause themselves to be discharged from their
obligations with respect to any Securities or any series of Securities and any Guarantees endorsed thereon (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Corporation and any such Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all
their other obligations under such Securities and any such Guarantees endorsed thereon and this Indenture insofar as such Securities and any such Guarantees endorsed thereon are concerned (and the
Trustee, at the expense of the Corporation and any such Guarantor, 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 Corporation's, any Guarantor's and Trustee's obligations with respect to such
Securities and any Guarantees endorsed thereon under Sections 304, 305, 306, 1002, 1003 and 1306 and with respect to the Trustee under Section 607, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Corporation's and any Guarantor's obligations in connection therewith, and (4) this Article. Subject to compliance with this Article, Defeasance
with respect to any Securities 


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or any series of Securities and any Guarantees endorsed thereon by the Corporation and any Guarantor is permitted under this Section 1302 notwithstanding the prior exercise by the Corporation
of its rights under Section 1303 with respect to such Securities. Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default. 



    Section 1303.  Covenant Defeasance.  


    On
and after the date the conditions set forth in Section 1304 are satisfied, the Corporation and the Guarantors, if any, may cause themselves to be released from their
obligations under covenants provided pursuant to Section 301(19) or 901(2) with respect to any Securities and any Guarantees endorsed thereon or any series of Securities for the benefit
of the Holders of such Securities and the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(19), 901(2) or
501(9)) shall be deemed not to be or result in an Event of Default with respect to such Securities as provided in this Section (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities and any Guarantees endorsed thereon, the Corporation and any such Guarantor
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any covenants added for the benefit of the Securities of such series pursuant to any
such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of
any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a Covenant
Defeasance, payment of the Securities may not be accelerated by reference to the covenant described in the description of Covenant Defeasance above. 



    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, and any
Guarantees endorsed thereon: 



    (1) The
Corporation or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee 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) money in U.S. dollars in an amount, or
(B) Government Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment due in respect of such Securities, money in an amount, or (C) a combination thereof, in each case sufficient, without consideration of any reinvestments of such principal
and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or on any Redemption Date established
pursuant to Clause (3) below, in accordance with the terms of this Indenture and such Securities, and any mandatory sinking fund payments or analogous payments applicable to such
Securities when such payments are due and payable in accordance with the terms of this Indenture and of such Securities. As used herein, "Government
Security" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and
credit, and which are not callable or redeemable at the option of the issuer thereof. 


    (2) No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any Guarantee endorsed thereon
shall have occurred and be continuing at the time of such deposit (other than such an event resulting form the borrowing of funds to be applied to such deposit) or, with regard to any such event
specified in 



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Sections 501(7) and (8), at any time 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). 


    (3) If
the monies or Government Securities or combination thereof deposited pursuant to Clause (1) above are sufficient to pay the principal of and
premium, if any, and interest, if any, on such Securities provided such Securities are to be redeemed prior to 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 irrevocable instructions to redeem such Securities on such Redemption Date and to provide notice of such redemption
to Holders satisfactory to the Trustee shall have been made. 


    (4) In
the case of Defeasance pursuant to Section 1302, the Corporation shall have delivered to the Trustee an opinion of independent counsel reasonably
acceptable to the Trustee stating that (x) the Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this
Indenture there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of such
Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Defeasance had not occurred; or, in the case of Covenant Defeasance pursuant to Section 1303, the Corporation shall have
delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred. 


    (5) The
Corporation and the Guarantors, if any, shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Corporation or
any such Guarantor with the intent of preferring the Holders of such Securities over the Corporation's or any Guarantor's other creditors with the intent of defeating, hindering, delaying or
defrauding the creditors of the Corporation, any Guarantor or of others. 



    (6) The
Corporation and the Guarantors, if any, 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. 


    (7) Such
Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than
this Indenture) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound. 




    Section 1305.  Deposited Money and Government Securities to be Held in Trust; Miscellaneous
Provisions  


    Subject
to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with 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 (other than the Corporation 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 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. 


55





 


    The Corporation or any Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities 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 Corporation from time to time upon Company Request any money or Government
Securities held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities. 


    Section 1306.  Reinstatement.  


    If
the Trustee or any Paying Agent is unable to apply any moneys or Government Securities deposited pursuant to Section 401 or 1304 to pay any principal of or premium, if any,
or interest, if any, on the Securities of any series by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Corporation's and any Guarantor's obligations under this Indenture and the Securities of such series and any Guarantees endorsed thereon shall be revived and reinstated as
though no such deposit had occurred, until such time as the Trustee or Paying Agent is permitted to apply all such moneys and Government Securities to pay the principal of and premium, if any, and
interest, if any, on the Securities of such series as contemplated by Section 402 or 1305, as the case may be, provided, however, that if either the Corporation or any Guarantor makes any
payment of the principal of or premium, if any, or interest, if any, on the Securities of such series following the reinstatement of its obligations as aforesaid, the Corporation, or such Guarantor,
as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee or Paying Agent, but 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 premium, if any, and interest, if any, on all Securities of that series shall have been
paid in full. 


 
 

ARTICLE XIV.    
    
    GUARANTEE    
  


    Section 1401.  Applicability of Article; Guarantee.  


    If,
pursuant to Section 301, provision is made for the Guarantee of the Securities of any series by any Guarantor, then the provisions of this Article XIV (with such
modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and Guarantees, and the Corporation may at its option
by Board Resolution delivered to the Trustee, at any time, with respect to such Securities and Guarantees, elect to have this Article XIV be applied to such Securities and Guarantees. The
Guarantor hereby unconditionally guarantees to each Holder of a Security to which the Guarantor's Guarantee applies that has been authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security and of any sinking fund payments thereon, in each case when and as
the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this
Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest if any, or any such sinking fund payment, whether at the Stated
Maturity, by declaration of acceleration, call for redemption or otherwise, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation. The 


56





 


Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such
Security or this Indenture, or any failure to enforce any provisions of such Security or this Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto, by
the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate
thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or change the amount and
principal of such security that would be due and payable upon a declaration of acceleration pursuant to Article V of this Indenture. 


    The
Guarantor hereby waives the benefits of diligence, presentment, demand for payment or performance, any requirement that the Trustee or any of the Holders exhaust any right or take
any action against the Corporation or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Corporation, any right to require a proceeding first against the
Corporation, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any
Security except by complete performance of the obligations contained in this Indenture, such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of
collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or
by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the
Corporation. 


    The
obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and
interest on such Security has been, or has been deemed pursuant to the provisions of Article IV of this Indenture to have been, paid in full or otherwise discharged, but subject to
reinstatement of such obligations on the terms and conditions set forth in Section 1306. 


    The
Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Corporation in respect of any amounts paid by the
Guarantor on account of such Securities pursuant to the provisions of its Guarantee or this Indenture; provided, however, 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 premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. 


    This
Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Corporation for liquidation or reorganization, the Corporation
becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Corporation's assets, and shall, to the fullest
extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made.
In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed
paid only by such amount paid and not so rescinded, reduced, restored or returned. 


    Notwithstanding
anything to the contrary in this Indenture, any Guarantor and each Holder by accepting the benefits of any Guarantee, confirm that it is its intention that such
Guarantee by such 


57





 


Guarantor pursuant to this Indenture together with each other guarantee by each such Guarantor of Participating Indebtedness (as defined below) shall not constitute a fraudulent transfer or conveyance
for purposes of any applicable provisions of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal or state law. To
effectuate the foregoing intention, the obligations of each such Guarantor under this Indenture and each other guarantee of Participating Indebtedness shall be limited, collectively, to such maximum
amount as will, after giving effect to such maximum amount and all other liabilities of each such Guarantor, contingent or otherwise, that are relevant under such laws, and after giving effect to any
rights to subrogation, reimbursement, indemnification or contribution of each such Guarantor pursuant to applicable law or pursuant to any agreement, result in the obligations of each such Guarantor
in
respect of such maximum amount not constituting a fraudulent transfer or conveyance. Each Holder by accepting the benefits of this Indenture and any such Guarantee confirms its intention that, in the
event of a bankruptcy, reorganization or other similar proceeding of any Guarantor in which concurrent claims are made upon such Guarantor hereunder and under any other guarantee of Participating
Indebtedness, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against such Guarantor shall be entitled to a ratable share of all payments by such Guarantor
in respect of such concurrent claims. For purposes of this Section 1401, "Participating Indebtedness" means any Indebtedness (as defined below)
of the Corporation that is guaranteed by such Guarantor pursuant to a guarantee (i) the incurrence of which is not prohibited by the terms of this Indenture or any agreement governing any other
Participating Indebtedness then outstanding (or, if so prohibited by this Indenture or any such agreement, is permitted as a result of a consent or waiver thereunder) and (ii) that contains a
limitation of liability and confirmation of intention regarding ratability of payments on substantially the terms set forth in this Section 1401.
"Indebtedness" means any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit and, to the extent not otherwise included, the guarantee by the Corporation of any indebtedness of any other Person. Anything contained herein to the contrary
notwithstanding, the liability of the Corporation in respect of the Securities of any series guaranteed by any Guarantor shall not be limited by the terms of this Section 1401. 


    Section 1402.  Execution and Delivery of Guarantees.  


    The
Guarantee to be endorsed on the Securities of each series shall include or incorporate by reference the terms of the Guarantee set forth in Section 1401 and any other terms
that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee, in a form set forth in Section 204 or established pursuant to
Section 201, to be endorsed on each Security authenticated and delivered by the Trustee. 


    The
Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or its Vice President, attested by its Secretary
or one of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any such officer on the Guarantee may be manual or facsimile. 


    A
Guarantee bearing the manual or facsimile signature of an individual who was at any time a proper officer of the Guarantor shall bind the Guarantor, notwithstanding that any such
individual has ceased to hold such office prior to the authentication and delivery of such Guarantee or did not hold such office at the date of such Guarantee. 


    The
delivery of any Security to which a Guarantee applies by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon
on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on
any Security to which the Guarantee applies. The Guarantor by its execution of this Indenture or any applicable supplemental indenture hereby authorizes the Corporation, in the name and on behalf of
the Guarantor, to confirm 


58





 


the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon,
authenticated and delivered by the Trustee. 


 
 

ARTICLE XV.    
    
    IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS AND DIRECTORS    
  



    Section 1501.  Indenture and Securities Solely Corporate Obligations.  


    No
recourse for the payment of the principal of or any premium or interest on any Security or any Guarantees of any part thereof, for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation or any Guarantor in this Indenture or in any supplemental indenture, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Corporation or any Guarantor or
of any successor corporation to either of them, either directly or through the Corporation or any such Guarantor or any successor corporation to either of them, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of the Securities and any Guarantees endorsed thereon. 


*    *    *    *



59





 


    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 attested, each as of the day and year first above written. 



	 	 	UNIVISION COMMUNICATIONS INC.
	

 	
 	

By:	

/s/ C. DOUGLAS KRANWINKLE   
 Name: C. Douglas Kranwinkle

Title: Executive Vice President and General Counsel
	

Attest:	
 	

 	

 
	

/s/ ROBERT V. CAHILL   
 Name: Robert V. Cahill

Title: Vice Chairman and Secretary	
 	

 	

 
	

 	
 	
THE BANK OF NEW YORK,

as Trustee
	

 	
 	

By:	

/s/ STACEY B. POINDEXTER   
 Name: Stacey B. Poindexter

Title: Assistant Treasurer
	

Attest:	
 	

 	

 
	

[ILLEGIBLE]
	
 	

 	

 




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QuickLinks


TABLE OF CONTENTS


ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE II. SECURITY FORMS

ARTICLE III. THE SECURITIES


ARTICLE IV. SATISFACTION AND DISCHARGE

ARTICLE V. REMEDIES


ARTICLE VI. THE TRUSTEE


ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

ARTICLE IX. SUPPLEMENTAL INDENTURES

ARTICLE X. COVENANTS


ARTICLE XI. REDEMPTION OF SECURITIES

ARTICLE XII. SINKING FUNDS

ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE XIV. GUARANTEE

ARTICLE XV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS