exv4w2









    Exhibit 4.2



 


 




    DANA
    HOLDING CORPORATION

    and

    WELLS FARGO BANK, NATIONAL ASSOCIATION,

    Trustee

    INDENTURE

    Dated as
    of          ,  



 




 




    Providing
    for Issuance of Subordinated Debt Securities in Series



 













 






 




    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE I Definitions and Other Provisions of General
    Application


	
 
	 
	
    1
	 

	

    Section 1.01


	
 
	
    Definitions
	
 
	 
	
    1
	 

	

    Section 1.02
    


	
 
	
    Compliance Certificates and Opinions
	
 
	 
	
    7
	 

	

    Section 1.03


	
 
	
    Form of Documents Delivered to Trustee
	
 
	 
	
    8
	 

	

    Section 1.04


	
 
	
    Acts of Securityholders
	
 
	 
	
    8
	 

	

    Section 1.05


	
 
	
    Notices, etc., to Trustee and Company
	
 
	 
	
    9
	 

	

    Section 1.06


	
 
	
    Notices to Securityholders; Waiver
	
 
	 
	
    10
	 

	

    Section 1.07


	
 
	
    Conflict with Trust Indenture Act
	
 
	 
	
    10
	 

	

    Section 1.08


	
 
	
    Effect of Headings and Table of Contents
	
 
	 
	
    10
	 

	

    Section 1.09


	
 
	
    Successors and Assigns
	
 
	 
	
    10
	 

	

    Section 1.10


	
 
	
    Separability Clause
	
 
	 
	
    10
	 

	

    Section 1.11


	
 
	
    Benefits of Indenture
	
 
	 
	
    10
	 

	

    Section 1.12


	
 
	
    Governing Law; Waiver of Jury Trial
	
 
	 
	
    10
	 

	

    Section 1.13


	
 
	
    Counterparts
	
 
	 
	
    10
	 

	

    Section 1.14


	
 
	
    Judgment Currency
	
 
	 
	
    10
	 

	

    Section 1.15


	
 
	
    U.S.A. Patriot Act
	
 
	 
	
    11
	 

	

    Section 1.16


	
 
	
    Force Majeure
	
 
	 
	
    11
	 

	

    ARTICLE II Security Forms


	
 
	 
	
    11
	 

	

    Section 2.01


	
 
	
    Forms Generally
	
 
	 
	
    11
	 

	

    Section 2.02


	
 
	
    Forms of Securities
	
 
	 
	
    11
	 

	

    Section 2.03


	
 
	
    Form of Trustee’s Certificate of Authentication
	
 
	 
	
    12
	 

	

    Section 2.04


	
 
	
    Securities Issuable in the Form of a Global Security
	
 
	 
	
    12
	 

	

    ARTICLE III The Securities


	
 
	 
	
    13
	 

	

    Section 3.01


	
 
	
    General Title; General Limitations; Issuable in Series; Terms of
    Particular Series
	
 
	 
	
    13
	 

	

    Section 3.02


	
 
	
    Denominations
	
 
	 
	
    15
	 

	

    Section 3.03


	
 
	
    Execution, Authentication and Delivery and Dating
	
 
	 
	
    15
	 

	

    Section 3.04


	
 
	
    Temporary Securities
	
 
	 
	
    16
	 

	

    Section 3.05


	
 
	
    Registration, Transfer and Exchange
	
 
	 
	
    17
	 

	

    Section 3.06


	
 
	
    Mutilated, Destroyed, Lost and Stolen Securities
	
 
	 
	
    18
	 

	

    Section 3.07


	
 
	
    Payment of Interest; Interest Rights Preserved
	
 
	 
	
    18
	 

	

    Section 3.08


	
 
	
    Persons Deemed Owners
	
 
	 
	
    19
	 

	

    Section 3.09


	
 
	
    Cancellation
	
 
	 
	
    19
	 

	

    Section 3.10


	
 
	
    Computation of Interest
	
 
	 
	
    19
	 

	

    Section 3.11


	
 
	
    Delayed Issuance of Securities
	
 
	 
	
    19
	 

	

    Section 3.12


	
 
	
    CUSIP Numbers
	
 
	 
	
    20
	 

	

    ARTICLE IV Satisfaction and Discharge; Defeasance


	
 
	 
	
    20
	 

	

    Section 4.01


	
 
	
    Satisfaction and Discharge of Indenture
	
 
	 
	
    20
	 

	

    Section 4.02


	
 
	
    Application of Trust Money
	
 
	 
	
    21
	 

	

    Section 4.03


	
 
	
    Defeasance Upon Deposit of Funds or Government Obligations
	
 
	 
	
    21
	 

	

    Section 4.04


	
 
	
    Reinstatement
	
 
	 
	
    22
	 

	

    ARTICLE V Remedies


	
 
	 
	
    23
	 

	

    Section 5.01


	
 
	
    Events of Default
	
 
	 
	
    23
	 

	

    Section 5.02


	
 
	
    Acceleration of Maturity; Rescission and Annulment
	
 
	 
	
    24
	 

	

    Section 5.03


	
 
	
    Collection of Indebtedness and Suits for Enforcement by Trustee
	
 
	 
	
    24
	 

	

    Section 5.04


	
 
	
    Trustee May File Proofs of Claim
	
 
	 
	
    25
	 

	

    Section 5.05


	
 
	
    Trustee May Enforce Claims Without Possession of Securities
	
 
	 
	
    25
	 

	

    Section 5.06


	
 
	
    Application of Money Collected
	
 
	 
	
    26
	 






    

    i








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 5.07


	
 
	
    Limitation on Suits
	
 
	 
	
    26
	 

	

    Section 5.08


	
 
	
    Unconditional Right of Securityholders to Receive Principal,
    Premium and Interest
	
 
	 
	
    26
	 

	

    Section 5.09


	
 
	
    Restoration of Rights and Remedies
	
 
	 
	
    26
	 

	

    Section 5.10


	
 
	
    Rights and Remedies Cumulative
	
 
	 
	
    27
	 

	

    Section 5.11


	
 
	
    Delay or Omission Not Waiver
	
 
	 
	
    27
	 

	

    Section 5.12


	
 
	
    Control by Securityholders
	
 
	 
	
    27
	 

	

    Section 5.13


	
 
	
    Waiver of Past Defaults
	
 
	 
	
    27
	 

	

    Section 5.14


	
 
	
    Undertaking for Costs
	
 
	 
	
    27
	 

	

    Section 5.15


	
 
	
    Waiver of Stay or Extension Laws
	
 
	 
	
    27
	 

	

    ARTICLE VI The Trustee


	
 
	 
	
    28
	 

	

    Section 6.01


	
 
	
    Certain Duties and Responsibilities
	
 
	 
	
    28
	 

	

    Section 6.02


	
 
	
    Notice of Defaults
	
 
	 
	
    28
	 

	

    Section 6.03


	
 
	
    Certain Rights of Trustee
	
 
	 
	
    29
	 

	

    Section 6.04


	
 
	
    Not Responsible for Recitals or Issuance of Securities
	
 
	 
	
    30
	 

	

    Section 6.05


	
 
	
    May Hold Securities
	
 
	 
	
    30
	 

	

    Section 6.06


	
 
	
    Money Held in Trust
	
 
	 
	
    30
	 

	

    Section 6.07


	
 
	
    Compensation and Reimbursement
	
 
	 
	
    30
	 

	

    Section 6.08


	
 
	
    Disqualification; Conflicting Interests
	
 
	 
	
    30
	 

	

    Section 6.09


	
 
	
    Corporate Trustee Required; Eligibility
	
 
	 
	
    31
	 

	

    Section 6.10


	
 
	
    Resignation and Removal
	
 
	 
	
    31
	 

	

    Section 6.11


	
 
	
    Acceptance of Appointment by Successor
	
 
	 
	
    32
	 

	

    Section 6.12


	
 
	
    Merger, Conversion, Consolidation or Succession to Business
	
 
	 
	
    32
	 

	

    Section 6.13


	
 
	
    Preferential Collection of Claims Against Company
	
 
	 
	
    33
	 

	

    Section 6.14


	
 
	
    Appointment of Authenticating Agent
	
 
	 
	
    33
	 

	

    ARTICLE VII Securityholders’ Lists and Reports by
    Trustee and Company


	
 
	 
	
    34
	 

	

    Section 7.01


	
 
	
    Company to Furnish Trustee Names and Addresses of Securityholders
	
 
	 
	
    34
	 

	

    Section 7.02


	
 
	
    Preservation of Information; Communications to Securityholders
	
 
	 
	
    34
	 

	

    Section 7.03


	
 
	
    Reports by Trustee
	
 
	 
	
    35
	 

	

    Section 7.04


	
 
	
    Reports by Company
	
 
	 
	
    35
	 

	

    ARTICLE VIII Consolidation, Merger, Conveyance or Transfer


	
 
	 
	
    36
	 

	

    Section 8.01


	
 
	
    Consolidation, Merger, Conveyance or Transfer on Certain Terms
	
 
	 
	
    36
	 

	

    Section 8.02


	
 
	
    Successor Person Substituted
	
 
	 
	
    36
	 

	

    ARTICLE IX Supplemental Indentures


	
 
	 
	
    36
	 

	

    Section 9.01


	
 
	
    Supplemental Indentures Without Consent of Securityholders
	
 
	 
	
    36
	 

	

    Section 9.02


	
 
	
    Supplemental Indentures with Consent of Securityholders
	
 
	 
	
    37
	 

	

    Section 9.03


	
 
	
    Subordination Unimpaired
	
 
	 
	
    38
	 

	

    Section 9.04


	
 
	
    Execution of Supplemental Indentures
	
 
	 
	
    38
	 

	

    Section 9.05


	
 
	
    Effect of Supplemental Indentures
	
 
	 
	
    38
	 

	

    Section 9.06


	
 
	
    Conformity with Trust Indenture Act
	
 
	 
	
    38
	 

	

    Section 9.07


	
 
	
    Reference in Securities to Supplemental Indentures
	
 
	 
	
    38
	 

	

    ARTICLE X Covenants


	
 
	 
	
    39
	 

	

    Section 10.01


	
 
	
    Payment of Principal, Premium and Interest
	
 
	 
	
    39
	 

	

    Section 10.02


	
 
	
    Maintenance of Office or Agency
	
 
	 
	
    39
	 

	

    Section 10.03


	
 
	
    Money for Security Payments to Be Held in Trust
	
 
	 
	
    39
	 

	

    Section 10.04


	
 
	
    Statement as to Compliance
	
 
	 
	
    40
	 

	

    Section 10.05


	
 
	
    Legal Existence
	
 
	 
	
    40
	 

	

    Section 10.06


	
 
	
    Waiver of Certain Covenants
	
 
	 
	
    40
	 






    ii








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE XI Redemption of Securities


	
 
	 
	
    41
	 

	

    Section 11.01


	
 
	
    Applicability of Article
	
 
	 
	
    41
	 

	

    Section 11.02


	
 
	
    Election to Redeem; Notice to Trustee
	
 
	 
	
    41
	 

	

    Section 11.03


	
 
	
    Selection by Trustee of Securities to Be Redeemed
	
 
	 
	
    41
	 

	

    Section 11.04


	
 
	
    Notice of Redemption
	
 
	 
	
    42
	 

	

    Section 11.05


	
 
	
    Deposit of Redemption Price
	
 
	 
	
    42
	 

	

    Section 11.06


	
 
	
    Securities Payable on Redemption Date
	
 
	 
	
    42
	 

	

    Section 11.07


	
 
	
    Securities Redeemed in Part
	
 
	 
	
    43
	 

	

    Section 11.08


	
 
	
    Provisions with Respect to Any Sinking Funds
	
 
	 
	
    43
	 

	

    Section 11.09


	
 
	
    Rescission of Redemption
	
 
	 
	
    44
	 

	

    ARTICLE XII Subordination of Securities


	
 
	 
	
    44
	 

	

    Section 12.01


	
 
	
    Agreement of Subordination
	
 
	 
	
    44
	 

	

    Section 12.02


	
 
	
    Payments to Securityholders
	
 
	 
	
    44
	 

	

    Section 12.03


	
 
	
    Subrogation of Securities
	
 
	 
	
    46
	 

	

    Section 12.04


	
 
	
    Authorization by Securityholders
	
 
	 
	
    46
	 

	

    Section 12.05


	
 
	
    Notice to Trustee
	
 
	 
	
    46
	 

	

    Section 12.06


	
 
	
    Trustee’s Relation to Senior Indebtedness
	
 
	 
	
    47
	 

	

    Section 12.07


	
 
	
    No Impairment of Subordination
	
 
	 
	
    47
	 

	

    Section 12.08


	
 
	
    Rights of Trustee
	
 
	 
	
    47
	 

	

    Section 12.09


	
 
	
    Article XII Applicable to Paying Agents
	
 
	 
	
    47
	 

	

    ARTICLE XIII Conversion


	
 
	 
	
    47
	 

	

    Section 13.01


	
 
	
    Conversion Privilege
	
 
	 
	
    47
	 

	

    Section 13.02


	
 
	
    Conversion Procedure; Rescission of Conversion; Conversion
    Price; Fractional Shares
	
 
	 
	
    48
	 

	

    Section 13.03


	
 
	
    Adjustment of Conversion Price for Common Stock or Marketable
    Securities
	
 
	 
	
    49
	 

	

    Section 13.04


	
 
	
    Consolidation or Merger of the Company
	
 
	 
	
    51
	 

	

    Section 13.05


	
 
	
    Notice of Adjustment
	
 
	 
	
    52
	 

	

    Section 13.06


	
 
	
    Notice in Certain Events
	
 
	 
	
    52
	 

	

    Section 13.07


	
 
	
    Company to Reserve Stock or other Marketable Securities;
    Registration; Listing
	
 
	 
	
    53
	 

	

    Section 13.08


	
 
	
    Taxes on Conversion
	
 
	 
	
    53
	 

	

    Section 13.09


	
 
	
    Conversion After Record Date
	
 
	 
	
    53
	 

	

    Section 13.10


	
 
	
    Corporate Action Regarding Par Value of Common Stock
	
 
	 
	
    53
	 

	

    Section 13.11


	
 
	
    Company Determination Final
	
 
	 
	
    54
	 

	

    Section 13.12


	
 
	
    Trustee’s Disclaimer
	
 
	 
	
    54
	 

	

    ARTICLE XIV Guarantees


	
 
	 
	
    54
	 

	

    Section 14.01


	
 
	
    Guarantees
	
 
	 
	
    54
	 











    iii








 








    Table
    Showing Reflection in Indenture of Certain Provisions

    of Trust Indenture Act of 1939,

    as amended by the Trust Indenture Reform Act of 1990



 




 






    Reflected
    in Indenture



 


	 	 	 	 	 
	

    Trust Indenture Act Section


	
 
	
    Indenture Section

	 

	

    § 310


	
 
	
    (a)(1)
	
 
	
    6.09

	
 
	
 
	
    (a)(2)
	
 
	
    6.09

	
 
	
 
	
    (a)(3)
	
 
	
    Not Applicable

	
 
	
 
	
    (a)(4)
	
 
	
    Not Applicable

	
 
	
 
	
    (a)(5)
	
 
	
    6.09

	
 
	
 
	
    (b)
	
 
	
    6.08

	

    § 311


	
 
	
    (a)
	
 
	
    6.13(a)

	
 
	
 
	
    (b)
	
 
	
    6.13(b)

	
 
	
 
	
    (b)(2)
	
 
	
    7.03(a)

	
 
	
 
	
 
	
 
	
    7.03(b)

	

    § 312


	
 
	
    (a)
	
 
	
    7.01

	
 
	
 
	
 
	
 
	
    7.02(a)

	
 
	
 
	
    (b)
	
 
	
    7.03(b)

	
 
	
 
	
    (c)
	
 
	
    7.02(c)

	

    § 313


	
 
	
    (a)
	
 
	
    7.03(a)

	
 
	
 
	
    (b)
	
 
	
    7.03(b)

	
 
	
 
	
    (c)
	
 
	
    7.03(a)

	
 
	
 
	
 
	
 
	
    7.03(b)

	
 
	
 
	
    (d)
	
 
	
    7.03(c)

	

    § 314


	
 
	
    (a)(1)
	
 
	
    7.04

	
 
	
 
	
    (a)(2)
	
 
	
    7.04

	
 
	
 
	
    (a)(3)
	
 
	
    7.04

	
 
	
 
	
    (a)(4)
	
 
	
    10.04

	
 
	
 
	
    (b)
	
 
	
    Not Applicable

	
 
	
 
	
    (c)(1)
	
 
	
    1.02

	
 
	
 
	
    (c)(2)
	
 
	
    1.02

	
 
	
 
	
    (c)(3)
	
 
	
    Not Applicable

	
 
	
 
	
    (d)
	
 
	
    Not Applicable

	
 
	
 
	
    (e)
	
 
	
    1.02

	

    § 315


	
 
	
    (a)
	
 
	
    6.01(a)

	
 
	
 
	
 
	
 
	
    6.01(c)

	
 
	
 
	
    (b)
	
 
	
    6.02

	
 
	
 
	
 
	
 
	
    7.03(a)

	
 
	
 
	
    (c)
	
 
	
    6.01(b)

	
 
	
 
	
    (d)
	
 
	
    6.01

	
 
	
 
	
    (d)(1)
	
 
	
    6.01(a)

	
 
	
 
	
    (d)(2)
	
 
	
    6.01(c)(2)

	
 
	
 
	
    (d)(3)
	
 
	
    6.01(c)(3)

	
 
	
 
	
    (e)
	
 
	
    5.14






    

    iv








 







	 	 	 	 	 
	

    Trust Indenture Act Section


	
 
	
    Indenture Section

	 

	

    § 316


	
 
	
    (a)
	
 
	
    1.01

	
 
	
 
	
    (a)(1)(A)
	
 
	
    5.02

	
 
	
 
	
 
	
 
	
    5.12

	
 
	
 
	
    (a)(1)(B)
	
 
	
    5.13

	
 
	
 
	
    (a)(2)
	
 
	
    Not Applicable

	
 
	
 
	
    (b)
	
 
	
    5.08

	
 
	
 
	
    (c)
	
 
	
    1.04(d)

	

    § 317


	
 
	
    (a)(1)
	
 
	
    5.03

	
 
	
 
	
    (a)(2)
	
 
	
    5.04

	
 
	
 
	
    (b)
	
 
	
    10.03

	

    § 318


	
 
	
    (a)
	
 
	
    1.07









 





 





    Note: This table shall not, for any purpose, be deemed to be
    part of the Indenture.



 



    Section 318(c) of the Trust Indenture Act provides that the
    provisions of Sections 310 to and including 317 of the
    Trust Indenture Act are a part of and govern every qualified
    indenture, whether or not physically contained therein.





    v








 







    THIS INDENTURE between DANA HOLDING CORPORATION, a Delaware
    corporation (hereinafter called the “Company”)
    having its principal office at 3939 Technology Drive, Maumee,
    Ohio 43697, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
    national banking association, as trustee (hereinafter called the
    “Trustee”), is made and entered into as
    of          ,  .



 




    Recitals
    of the Company



 



    The Company has duly authorized the execution and delivery of
    this Indenture to provide for the issuance of its debentures,
    notes, bonds or other evidences of indebtedness, in an unlimited
    aggregate principal amount, to be issued in one or more fully
    registered series.



 



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



 



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



 




    Agreements
    of the Parties



 



    To set forth or to provide for the establishment of the terms
    and conditions upon which the Securities are and are to be
    authenticated, issued and delivered, and in consideration of the
    premises and the purchase of Securities by the Holders thereof,
    it is mutually agreed as follows, for the equal and
    proportionate benefit of all Holders of the Securities or of a
    series thereof, as the case may be:



 




    ARTICLE I

    



 




    Definitions
    and Other Provisions

    





    of
    General Application



 



    Section 1.01  Definitions.  For
    all purposes of this Indenture and of any indenture supplemental
    hereto, 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 or by Commission rule under the Trust
    Indenture Act, either directly or by reference therein, have the
    meanings assigned to them herein;



 



    (3) all accounting terms not otherwise defined herein have
    the meanings assigned to them in accordance with GAAP 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 and any accounting rules or
    interpretations promulgated by the Commission as are generally
    accepted in the United States of America at the date of this
    Indenture; and



 



    (4) all references in this instrument to designated
    “Articles”, “Sections” and other
    subdivisions are to the designated Articles, Sections and other
    subdivisions of this instrument as originally executed. The
    words “herein”, “hereof” and
    “hereunder” and other words of similar import refer to
    this Indenture as a whole and not to any particular Article,
    Section or other subdivision.



 



    Certain terms, used principally in Article VI, are defined
    in that Article.



 



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



 



    “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






    

    1








 







    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 Company to authenticate Securities under
    Section 6.14.



 



    “Board of Directors” means (i) the
    board of directors of the Company, (ii) any duly authorized
    committee of such board, (iii) any committee of officers of
    the Company or (iv) any officer of the Company acting, in
    the case of clauses (iii) or (iv), pursuant to authority
    granted by the board of directors of the Company or any
    committee of such board.



 



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



 



    “Business Day” means, with respect to
    any series of Securities, unless otherwise specified in a Board
    Resolution, in an indenture supplemental hereto or an
    Officer’s Certificate with respect to a particular series
    of Securities, each day which is not a Saturday, Sunday or other
    day on which banking institutions in the pertinent Place or
    Places of Payment or the city in which the Corporate
    Trust Office is located are authorized or required by law
    or executive order to be closed.



 



    “Closing Price” of the Common Stock or
    other Marketable Security, as the case may be, shall mean the
    last reported sale price of such stock or other Marketable
    Security (regular way) as shown on the Composite Tape of the
    NYSE (or, if such stock or other Marketable Security is not
    listed or admitted to trading on the NYSE, on the principal
    national securities exchange on which such stock or other
    Marketable Security is listed or admitted to trading, including
    the NASDAQ), or, in case no such sale takes place on such day,
    the average of the closing bid and asked prices on the NYSE (or,
    if such stock or other Marketable Security is not listed or
    admitted to trading on the NYSE, on the principal national
    securities exchange on which such stock or other Marketable
    Security is listed or admitted to trading, including the
    NASDAQ), or if such stock or other Marketable Security is not so
    reported, the average of the closing bid and asked prices as
    furnished by any member of the Financial Industry Regulatory
    Authority, selected from time to time by the Company for that
    purpose.



 



    “Commission” means the Securities and
    Exchange Commission, as from time to time constituted, created
    under the Securities Exchange Act of 1934, 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.



 



    “Common Stock” shall mean the Common
    Stock, par value $0.01 per share, of the Company authorized
    at the date of this Indenture as originally signed, or any other
    class of stock resulting from successive changes or
    reclassifications of such Common Stock, and in any such case
    including any shares thereof authorized after the date of this
    Indenture.



 



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



 



    “Company Request”, “Company
    Order” and “Company
    Consent” mean a written request, order or consent,
    respectively, signed in the name of the Company by its Chairman
    of the Board, Chief Executive Officer, President, Chief
    Operating Officer, Chief Financial Officer, Treasurer, any
    Assistant Treasurer, Controller, any Assistant Controller,
    General Counsel, Secretary, any Assistant Secretary or any Vice
    President, and delivered to the Trustee.



 



    “Conversion Agent” means any Person
    authorized by the Company to receive Securities to be converted
    into Common Stock or other Marketable Securities on behalf of
    the Company. The Company initially authorizes the Trustee to act
    as Conversion Agent for the Securities on its behalf. The
    Company may at any time and from time to time authorize one or
    more Persons to act as Conversion Agent in addition to or in
    place of the Trustee with respect to any series of Securities
    issued under this Indenture.





    

    2








 






 



    “Conversion Price” means, with respect
    to any series of Securities which are convertible into Common
    Stock or other Marketable Securities, the price per share of
    Common Stock or the price per designated unit of other
    Marketable Security at which the Securities of such series are
    so convertible as set forth in the Board Resolution or indenture
    supplemental hereto with respect to such series (or in any
    indenture supplemental hereto entered into pursuant to
    Section 9.01(9) with respect to such series), as the same
    may be adjusted from time to time in accordance with
    Section 13.03 (or such indenture supplemental hereto).



 



    “Converting Holder” shall have the
    meaning specified in Section 13.02(c) of this Indenture.



 



    “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 625 Marquette
    Avenue,
    11th Floor,

    MAC N9311-110, Minneapolis, Minnesota 55470, Attn: Corporate
    Trust Services — Administrator for Dana Holding
    Corporation.



 



    “Current Market Price” on any date shall
    mean the average of the daily Closing Prices per share of Common
    Stock or of such other Marketable Securities for any 30
    consecutive Trading Days selected by the Company prior to the
    day in question, which 30 consecutive Trading Day period shall
    not commence more than 45 Trading Days prior to the day in
    question; provided that with respect to Section 13.03(3),
    the “Current Market Price” of the Common Stock or of
    such other Marketable Securities shall mean the average of the
    daily Closing Prices per share of Common Stock or of such other
    Marketable Securities for the five consecutive Trading Days
    ending on the date of the distribution referred to in
    Section 13.03(3) (or if such date shall not be a Trading
    Day, on the Trading Day immediately preceding such date).



 



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



 



    “Depository” means, unless otherwise
    specified by the Company pursuant to either Section 2.04 or
    3.01, with respect to Securities of any series issuable or
    issued as a Global Security, The Depository Trust Company, New
    York, New York, or any successor thereto registered as a
    clearing agency under the Securities Exchange Act of 1934, as
    amended, or other applicable statute or regulation.



 



    “Discharged” has the meaning specified
    in Section 4.03.



 



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



 



    “Federal Bankruptcy Act” has the meaning
    specified in Section 5.01(5).



 



    “GAAP” means generally accepted
    accounting principles as such principles are in effect in the
    United States as of the date of this Indenture.



 



    “Global Security”, when used with
    respect to any series of Securities issued hereunder, means a
    Security which is executed by the Company and authenticated and
    delivered by the Trustee to the Depository or pursuant to the
    Depository’s instruction, all in accordance with this
    Indenture and an indenture supplemental hereto, if any, or Board
    Resolution and pursuant to a Company Request, which shall be
    registered in the name of the Depository or its nominee and
    which shall represent, and shall be denominated in an amount
    equal to the aggregate principal amount of, all of the
    Outstanding Securities of such series or any portion thereof, in
    either case having the same terms, including, without
    limitation, the same original issue date, date or dates on which
    principal is due, and interest rate or method of determining
    interest.



 



    “Guarantee” means the guarantees
    specified in Section 14.01(a).



 



    “Guarantor” means any Person who
    guarantees any series of Securities issued hereunder as
    specified in Section 14.01(a).



 



    “Holder”, when used with respect to any
    Security, means a Securityholder, which means a Person in whose
    name a security is registered in the Security Register.



 



    “Indenture” or “this
    Indenture” means this instrument as originally
    executed or as it may from time to time be supplemented or
    amended by one or more indentures supplemental hereto entered
    into pursuant to the applicable provisions hereof and shall
    include the terms of particular series of Securities established
    as contemplated by Section 3.01.





    

    3








 






 



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



 



    “Interest Payment Date”, when used with
    respect to any series of Securities, means the Stated Maturity
    of any installment of interest on those Securities.



 



    “Marketable Security” means any common
    stock, debt security or other security of a Person which is (or
    will, upon distribution thereof, be) listed on the NYSE, the
    American Stock Exchange, NASDAQ or any other national securities
    exchange registered under Section 6 of the Securities
    Exchange Act of 1934, as amended, or approved for quotation in
    any system of automated dissemination of quotations of
    securities prices in the United States or for which there is a
    recognized market maker or trading market.



 



    “Maturity”, when used with respect to
    any Securities, means the date on which the principal of any
    such Security becomes due and payable as therein or herein
    provided, whether on a Repayment Date, at the Stated Maturity or
    by declaration of acceleration, call for redemption or otherwise.



 



    “NASDAQ” shall mean the NASDAQ Global
    Select Market, the NASDAQ Global Market or the NASDAQ Capital
    Market.



 



    “NYSE” shall mean the New York Stock
    Exchange, Inc.



 



    “Officers’ Certificate” means a
    certificate signed by the Chairman of the Board, the Chief
    Executive Officer, the President, the Chief Operating Officer,
    the Chief Financial Officer or any Vice President of the
    Company, and by the Treasurer, any Assistant Treasurer, the
    Controller, any Assistant Controller, the General Counsel, the
    Secretary or any Assistant Secretary of the Company, and
    delivered to the Trustee. Wherever this Indenture requires that
    an Officers’ Certificate be signed also by a financial
    expert or an accountant or other expert, such financial expert,
    accountant or other expert (except as otherwise expressly
    provided in this Indenture) may be in the employ of the Company,
    and shall be acceptable to the Trustee.



 



    “Opinion of Counsel” means a written
    opinion of counsel, who may (except as otherwise expressly
    provided in this Indenture) be an employee of or of counsel to
    the Company, which is delivered to the Trustee.



 



    “Original Issue Discount Security” means
    (i) 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, and
    (ii) any other security which is issued with “original
    issue discount” within the meaning of Section 1273(a)
    of the Internal Revenue Code of 1986, as amended, and the
    regulations thereunder.



 



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



 



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



 



    (ii) such Securities for whose payment or redemption money
    in the necessary amount has been theretofore deposited with the
    Trustee or any Paying Agent in trust 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 reasonably satisfactory
    to the Trustee has been made; and



 



    (iii) such Securities in exchange for or in lieu of which
    other Securities have been authenticated and delivered pursuant
    to this Indenture, or which shall have been paid pursuant to the
    terms of Section 3.06 (except with respect to any such
    Security as to which proof satisfactory to the Trustee is
    presented that such Security is held by a Person in whose hands
    such Security is a legal, valid and binding obligation of the
    Company).



 



    In determining whether the Holders of the requisite principal
    amount of such Securities Outstanding have given any request,
    demand, authorization, direction, notice, consent or waiver
    hereunder, (i) the principal amount of any Original Issue
    Discount Security that shall be deemed to be Outstanding shall
    be the amount of the principal thereof that would be due and
    payable as of the date of the taking of such action upon a
    declaration of acceleration of the Maturity thereof, and
    (ii) Securities owned by the Company or any other obligor
    upon the Securities or any Affiliate of the Company or of such
    other obligor shall be disregarded and






    

    4








 







    deemed not to be Outstanding. In determining whether the Trustee
    shall be protected in relying upon any such request, demand,
    authorization, direction, notice, consent or waiver, only
    Securities which a Responsible Officer of the Trustee actually
    knows to be owned by the Company or any other obligor upon the
    Securities or any Affiliate of the Company or such other obligor
    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 to act as owner with respect to such
    Securities and that the pledgee is not the Company or any other
    obligor upon the Securities or any Affiliate of the Company or
    such other obligor.



 



    “Paying Agent” means any Person
    authorized by the Company to pay the principal of (and premium,
    if any) or interest on any Securities on behalf of the Company.
    The Company initially authorizes the Trustee to act as Paying
    Agent for the Securities on its behalf. The Company may at any
    time and from time to time authorize one or more Persons to act
    as Paying Agent in addition to or in place of the Trustee with
    respect to any series of Securities issued under this Indenture.



 



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



 



    “Place of Payment” means with respect to
    any series of Securities issued hereunder the city or political
    subdivision so designated with respect to the series of
    Securities in question in accordance with the provisions of
    Section 3.01.



 



    “Predecessor Securities” of any
    particular Security means every previous Security evidencing all
    or a portion of the same debt as that evidenced by such
    particular Security; and, for the purposes of this definition,
    any Security authenticated and delivered under Section 3.06
    in lieu of a lost, destroyed or stolen Security shall be deemed
    to evidence the same debt as the lost, destroyed 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
    specified in the Security at which it is to be redeemed pursuant
    to this Indenture.



 



    “Redemption Rescission Event” shall
    mean the occurrence of (a) any general suspension of
    trading in, or limitation on prices for, securities on the
    principal national securities exchange on which shares of Common
    Stock or Marketable Securities are registered and listed for
    trading (or, if shares of Common Stock or Marketable Securities
    are not registered and listed for trading on any such exchange,
    in the
    over-the-counter
    market) for more than
    six-and-one-half
    (61/2)
    consecutive trading hours, (b) any decline in either the
    Dow Jones Industrial Average or the S&P 500 Index (or any
    successor index published by Dow Jones & Company, Inc.
    or S&P) by either (i) an amount in excess of 10%,
    measured from the close of business on any Trading Day to the
    close of business on the next succeeding Trading Day during the
    period commencing on the Trading Day preceding the day notice of
    any redemption of Securities is given (or, if such notice is
    given after the close of business on a Trading Day, commencing
    on such Trading Day) and ending at the time and date fixed for
    redemption in such notice or (ii) an amount in excess of
    15% (or if the time and date fixed for redemption is more than
    15 days following the date on which such notice of
    redemption is given, 20%), measured from the close of business
    on the Trading Day preceding the day notice of such redemption
    is given (or, if such notice is given after the close of
    business on a Trading Day, from such Trading Day) to the close
    of business on any Trading Day at or prior to the time and date
    fixed for redemption, (c) a declaration of a banking
    moratorium or any suspension of payments in respect of banks by
    Federal or state authorities in the United States or
    (d) the occurrence of an act of terrorism or commencement
    of a war or armed hostilities or other national or international
    calamity directly or indirectly involving the United States
    which in the reasonable judgment of the Company could have a
    material adverse effect on the market for the Common Stock or
    Marketable Securities.



 



    “Regular Record Date” for the interest
    payable on any Security on any Interest Payment Date means the
    date specified in such Security as the Regular Record Date.





    

    5








 






 



    “Repayment Date”, when used with respect
    to any Security to be repaid, means the date fixed for such
    repayment pursuant to such Security.



 



    “Repayment Price”, when used with
    respect to any Security to be repaid, means the price at which
    it is to be repaid pursuant to such Security.



 



    “Required Currency”, when used with
    respect to any Security, has the meaning set forth in
    Section 1.14.



 



    “Responsible Officer”, when used with
    respect to the Trustee, means any officer of the Trustee with
    direct responsibility for the administration of this Indenture
    and also means, with respect to a particular corporate trust
    matter, any other officer to whom such matter is referred
    because of his knowledge of and familiarity with the particular
    subject. “Responsible Officer”, when used with respect
    to the Company, means any of the Chairman of the Board, Chief
    Executive Officer, President, Chief Operating Officer, Chief
    Financial Officer, Treasurer, any Assistant Treasurer,
    Controller, General Counsel, Secretary or any Vice President of
    the Company (or any equivalent of the foregoing officers).



 



    “S&P” means Standard &
    Poor’s Rating Service or any successor to the rating agency
    business thereto.



 



    “Security” or
    “Securities” means any note or notes,
    bond or bonds, debenture or debentures, or any other evidences
    of indebtedness, as the case may be, of any series authenticated
    and delivered from time to time under this Indenture.



 



    “Security Register” shall have the
    meaning specified in Section 3.05.



 



    “Security Registrar” means the Person
    who keeps the Security Register specified in Section 3.05.
    The Company initially appoints the Trustee to act as Security
    Registrar for the Securities on its behalf. The Company may at
    any time and from time to time authorize any Person to act as
    Security Registrar in place of the Trustee with respect to any
    series of Securities issued under this Indenture.



 



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



 



    “Senior Indebtedness” of the Company or
    a Guarantor, as the case may be, means the principal of,
    premium, if any, interest on, and any other payment due pursuant
    to any of the following, whether outstanding at the date hereof
    or hereafter incurred or created:



 



    (i) all indebtedness of such Person for borrowed money
    (including any indebtedness secured by a mortgage, conditional
    sales contract or other lien which is (i) given to secure
    all or part of the purchase price of property subject thereto,
    whether given to the vendor of such property or to another or
    (ii) existing on property at the time of acquisition
    thereof);



 



    (ii) all indebtedness of such Person evidenced by notes,
    debentures, bonds or other similar interests sold by such Person
    for money;



 



    (iii) all lease obligations of such Person which are
    capitalized on the books of such Person in accordance with
    generally accepted accounting principles;



 



    (iv) all indebtedness of others of the kinds described in
    either of the preceding clauses (i) or (ii) and all
    lease obligations of others of the kind described in the
    preceding clause (iii) assumed by or guaranteed in any
    manner by such Person or in effect guaranteed by such Person
    through an agreement to purchase, contingent or
    otherwise; and



 



    (vi) all renewals, extensions or refundings of indebtedness
    of the kinds described in any of the preceding clauses (i),
    (ii) and (iv) and all renewals or extensions of lease
    obligations of the kinds described in either of the preceding
    clauses (iii) and (iv);



 



    unless, in the case of any particular indebtedness, guarantee,
    lease, renewal, extension or refunding, the instrument or lease
    creating or evidencing the same or the assumption or guarantee
    of the same expressly provides that such indebtedness, lease,
    renewal, extension or refunding is not superior in right of
    payment to the Securities or the Guarantees, as the case may be.





    

    6








 






 



    “Significant Subsidiary” means any
    Subsidiary which would be a “significant subsidiary”
    as defined in Article 1,
    Rule 1-02
    of
    Regulation S-X,
    promulgated pursuant to the Securities Act of 1933, as in effect
    on the date of this Indenture.



 



    “Special Record Date” for the payment of
    any Defaulted Interest means a date fixed by the Trustee
    pursuant to Section 3.07.



 



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



 



    “Subsidiary” means, with respect to any
    Person, any corporation more than 50% of the voting stock of
    which is owned directly or indirectly by such Person, and any
    partnership, association, joint venture or other entity in which
    such Person owns more than 50% of the equity interests or has
    the power to elect a majority of the board of directors or other
    governing body.



 



    “Trading Day” shall mean, with respect
    to the Common Stock or a Marketable Security, so long as the
    common stock or such Marketable Security, as the case may be, is
    listed or admitted to trading on the NYSE, a day on which the
    NYSE is open for the transaction of business, or, if the Common
    Stock or such Marketable Security, as the case may be, is not
    listed or admitted to trading on the NYSE, a day on which the
    principal national securities exchange on which the Common Stock
    or such Marketable Security, as the case may be, is listed is
    open for the transaction of business, or, if the Common Stock or
    such Marketable Security, as the case may be, is not so listed
    or admitted for trading on any national securities exchange, a
    day on which the member of the Financial Industry Regulatory
    Authority selected by the Company to provide pricing information
    for the Common Stock or such Marketable Security is open for the
    transaction of business.



 



    “Trust Indenture Act” or
    “TIA” 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” or “TIA” means, to the extent
    required by any such amendment, the Trust Indenture Act of 1939
    as so amended.



 



    “Trustee” means the Person named as the
    Trustee in the first paragraph of this instrument until a
    successor Trustee shall have become such pursuant to the
    applicable provisions of this Indenture, and thereafter
    “Trustee” shall mean and include each Person who is
    then a Trustee hereunder. 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 Company or the Trustee means any vice president, whether
    or not designated by a number or a word or words added before or
    after the title “vice president”, including without
    limitation, an assistant vice president.



 



    “Voting Stock”, as applied to the stock
    of any corporation, means stock of any class or classes (however
    designated) having by the terms thereof ordinary voting power to
    elect a majority of the members of the board of directors (or
    other governing body) of such corporation other than stock
    having such power only by reason of the happening of a
    contingency.



 



    “Yield to Maturity” means the yield to
    maturity on a series of Securities, calculated by the Company at
    the time of issuance of such series of Securities, or, if
    applicable, at the most recent redetermination of interest on
    such series, in accordance with accepted financial practice.



 



    Section 1.02  Compliance
    Certificates and Opinions.  Upon any
    application or request by the Company to the Trustee to take any
    action under any provision of this Indenture, the Company shall
    furnish to the Trustee an Officers’ Certificate stating
    that all conditions precedent, if any (including any covenants
    compliance with which constitutes a condition precedent),
    provided for in this Indenture relating to the proposed action
    have been complied with and an Opinion of Counsel stating that
    in the opinion of such Counsel all such conditions precedent, if
    any (including any covenants compliance with which constitutes a
    condition precedent), have been complied with, except that in
    the case of any such application or request as to






    

    7








 







    which the furnishing of such documents is specifically required
    by any provision of this Indenture relating to such particular
    application or request, no additional certificate or opinion
    need be furnished.



 



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



 



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



 



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



 



    (3) a statement that, in the opinion of each such
    individual, he has made such examination or investigation as is
    necessary to enable him to express an informed opinion as to
    whether or not such 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 1.03  Form
    of Documents Delivered to Trustee.  In any
    case where several matters are required to be certified by, or
    covered by an opinion of, any specified Person, it is not
    necessary that all such matters be certified by, or covered by
    the opinion of, only one such Person, or that they be so
    certified or covered by only one document, but one such Person
    may certify or give an opinion with respect to some matters and
    one or more other such Persons may certify or give an opinion as
    to the other matters, and any such Person may certify or give an
    opinion as to such matters in one or several documents.



 



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



 



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



 



    Section 1.04  Acts
    of Securityholders.  (a) Any request,
    demand, authorization, direction, notice, consent, waiver or
    other action provided by this Indenture to be given or taken by
    Securityholders or Securityholders of any series may be embodied
    in and evidenced by one or more instruments of substantially
    similar tenor signed by such Securityholders in person or by an
    agent duly appointed in writing or may be embodied in or
    evidenced by an electronic transmission which identifies the
    documents containing the proposal on which such consent is
    requested and certifies such Securityholders’ consent
    thereto and agreement to be bound thereby; and, except as herein
    otherwise expressly provided, such action shall become effective
    when such instrument or instruments are delivered to the
    Trustee, and, where it is hereby expressly required, to the
    Company. If any Securities are denominated in coin or currency
    other than that of the United States, then for the purposes of
    determining whether the Holders of the requisite principal
    amount of Securities have taken any action as herein described,
    the principal amount of such Securities shall be deemed to be
    that amount of United States dollars that could be obtained for
    such principal amount on the basis of the spot rate of exchange
    into United States dollars for the currency in which such
    Securities are denominated (as evidenced to the Trustee by an
    Officers’ Certificate) as of the date the taking of such
    action by the Holders of such requisite principal amount is
    evidenced to the Trustee as provided in the immediately
    preceding sentence. If any Securities are Original Issue
    Discount Securities, then for the purposes of determining
    whether the Holders of the requisite principal amount of
    Securities have taken any action as herein described, the
    principal amount






    

    8








 







    of such Original Issue Discount Securities shall be deemed to be
    the amount of the principal thereof that would be due and
    payable upon a declaration of acceleration of the Maturity
    thereof as of the date the taking of such action by the Holders
    of such requisite principal amount is evidenced to the Trustee
    as provided in the first sentence of this Section 1.04(a).
    Such instrument or instruments (and the action embodied therein
    and evidenced thereby) are herein sometimes referred to as the
    “Act” of the Securityholders 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 6.01)
    conclusive in favor of the Trustee and the Company, if made in
    the manner provided in this Section.



 



    (b) The fact and date of the execution by any Person of any
    such instrument or writing may be proved by the affidavit of a
    witness to such execution or by the certificate of any 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 an officer of a corporation
    or a member of a partnership, on behalf of such corporation or
    partnership, such certificate or affidavit shall also constitute
    sufficient proof of his authority. The fact and date of the
    execution of any such instrument or writing, or the authority of
    the person executing the same, may also be proved in any other
    manner which the Trustee deems sufficient.



 



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



 



    (d) If the Company shall solicit from the Holders any
    request, demand, authorization, direction, notice, consent,
    waiver or other action, the Company may, at its option, fix in
    advance a record date for the determination of Holders entitled
    to give such request, demand, authorization, direction, notice,
    consent, waiver or other action, but the Company shall have no
    obligation to do so. Such record date shall be the later of
    10 days prior to the first solicitation of such action or
    the date of the most recent list of Holders furnished to the
    Trustee pursuant to Section 7.01. If such a record date is
    fixed, such request, demand, authorization, direction, notice,
    consent, waiver or other action may be given before or after the
    record date, but only the Holders of record at the close of
    business on the record date shall be deemed to be Holders for
    the purposes of determining whether Holders of the requisite
    proportion of Securities outstanding have authorized or agreed
    or consented to such request, demand, authorization, direction,
    notice, consent, waiver or other action, and for that purpose
    the Securities outstanding shall be computed as of the record
    date; provided that no such authorization, agreement or consent
    by the Holders on the record date shall be deemed effective
    unless it shall become effective pursuant to the provisions of
    this Indenture not later than six months after the record date,
    and that no such authorization, agreement or consent may be
    amended, withdrawn or revoked once given by a Holder, unless the
    Company shall provide for such amendment, withdrawal or
    revocation in conjunction with such solicitation of
    authorizations, agreements or consents or unless and to the
    extent required by applicable law.



 



    (e) Any request, demand, authorization, direction, notice,
    consent, waiver or other action by the Holder of any Security
    shall bind 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 or suffered to be done
    by the Trustee or the Company in reliance thereon whether or not
    notation of such action is made upon such Security.



 



    Section 1.05  Notices,
    etc., to Trustee and Company.  Any request,
    demand, authorization, direction, notice, consent, waiver or Act
    of Securityholders 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 Securityholder or by the Company
    shall be sufficient for every purpose hereunder if made, given,
    furnished or filed in writing to or with the Trustee at its
    Corporate Trust Office, Attention: Corporate
    Trust Administration; or



 



    (2) the Company by the Trustee or by any Securityholder
    shall be sufficient for every purpose hereunder (except as
    provided in Section 5.01(4) or, in the case of a request
    for repayment, as specified in the Security carrying the right
    to repayment) if in writing and mailed, first-class postage
    prepaid, to the Company addressed to it at the address of its
    principal office specified in the first paragraph of this






    

    9








 







    instrument, Attention: Office of the General Counsel, or at the
    address last furnished in writing to the Trustee by the Company.



 



    Section 1.06  Notices
    to Securityholders; Waiver.  Where this
    Indenture or any Security provides for notice to Securityholders
    of any event, such notice shall be sufficiently given (unless
    otherwise herein or in such Security expressly provided) if in
    writing and mailed, first-class postage prepaid, to each
    Securityholder affected by such event, at his address as it
    appears in the Security Register, not later than the latest
    date, and not earlier than the earliest date, prescribed for the
    giving of such notice. In any case where notice to
    Securityholders is given by mail, neither the failure to mail
    such notice, nor any defect in any notice so mailed, to any
    particular Securityholder shall affect the sufficiency of such
    notice with respect to other Securityholders. Where this
    Indenture or any Security 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 Securityholders shall be filed with the Trustee, but such
    filing shall not be a condition precedent to the validity of any
    action taken in reliance upon such waiver.



 



    In case, by reason of the suspension of regular mail service as
    a result of a strike, work stoppage or otherwise, it shall be
    impractical to mail notice of any event to any Securityholder
    when such notice is required to be given pursuant to any
    provision of this Indenture, then any method of notification as
    shall be satisfactory to the Trustee and the Company shall be
    deemed to be a sufficient giving of such notice.



 



    Section 1.07  Conflict
    with Trust Indenture Act.  If and to the
    extent that any provision hereof limits, qualifies or conflicts
    with the duties imposed by, or with another provision (an
    “incorporated provision”) included in this
    Indenture by operation of, any of Sections 310 to 318,
    inclusive, of the Trust Indenture Act, such imposed duties or
    incorporated provision shall control.



 



    Section 1.08  Effect
    of Headings and Table of Contents.  The
    Article and Section headings herein and the Table of Contents
    are for convenience only and shall not affect the construction
    hereof.



 



    Section 1.09  Successors
    and Assigns.  All covenants and agreements in
    this Indenture by the Company and the Guarantors, if any, shall
    bind their respective successors and assigns, whether so
    expressed or not.



 



    Section 1.10  Separability
    Clause.  In case any provision in this
    Indenture or in the Securities shall be invalid, illegal or
    unenforceable, the validity, legality and enforceability of the
    remaining provisions shall not in any way be affected or
    impaired thereby.



 



    Section 1.11  Benefits
    of Indenture.  Nothing in this Indenture or in
    any Securities, express or implied, shall give to any Person,
    other than the parties hereto and their successors hereunder,
    any Authenticating Agent or Paying Agent, the Security Registrar
    and the Holders of Securities (or such of them as may be
    affected thereby), any benefit or any legal or equitable right,
    remedy or claim under this Indenture.



 



    Section 1.12  Governing
    Law; Waver of Jury Trial.  This Indenture
    shall be construed in accordance with and governed by the laws
    of the State of New York. EACH OF THE COMPANY AND THE TRUSTEE
    HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
    APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
    PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
    SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.



 



    Section 1.13  Counterparts.  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. The exchange of copies of this Indenture and of
    signature pages by facsimile or PDF transmission shall
    constitute effective execution and delivery of this Indenture as
    to the parties hereto and may be used in lieu of the original
    Indenture for all purposes. Signatures of the parties hereto
    transmitted by facsimile or PDF shall be deemed to be their
    original signatures for all purposes.



 



    Section 1.14  Judgment
    Currency.  The Company agrees, to the fullest
    extent that it may effectively do so under applicable law, that
    (a) if for the purpose of obtaining judgment in any court
    it is necessary to convert the sum due in respect of the
    principal of, or premium or interest, if any, on the Securities
    of any series (the






    

    10








 







    “Required Currency”) into a currency in which a
    judgment will be rendered (the “Judgment
    Currency”), the rate of exchange used shall be the rate
    at which in accordance with normal banking procedures the
    Trustee could purchase in the City of New York the Required
    Currency with the Judgment Currency on the New York Banking Day
    preceding that on which a final unappealable judgment is given
    and (b) its obligations under this Indenture to make
    payments in the Required Currency (i) shall not be
    discharged or satisfied by any tender, or any recovery pursuant
    to any judgment (whether or not entered in accordance with
    subsection (a)), in any currency other than the Required
    Currency, except to the extent that such tender or recovery
    shall result in the actual receipt, by the payee, of the full
    amount of the Required Currency expressed to be payable in
    respect of such payments, (ii) shall be enforceable as an
    alternative or additional cause of action for the purpose of
    recovering in the Required Currency the amount, if any, by which
    such actual receipt shall fall short of the full amount of the
    Required Currency so expressed to be payable and
    (iii) shall not be affected by judgment being obtained for
    any other sum due under this Indenture. For purposes of the
    foregoing, “New York Banking Day” means any day
    except a Saturday, Sunday or a legal holiday in the City of New
    York or a day on which banking institutions in the City of New
    York are authorized or required by law or executive order to
    close.



 



    Section 1.15  U.S.A.
    Patriot Act.  The parties hereto acknowledge
    that in accordance with Section 326 of the U.S.A. Patriot
    Act, the Trustee, like all financial institutions and in order
    to help fight the funding of terrorism and money laundering, is
    required to obtain, verify, and record information that
    identifies each person or legal entity that establishes a
    relationship or opens an account with the Trustee. The parties
    to this Indenture agree that they will provide the Trustee with
    such information as it may request in order for the Trustee to
    satisfy the requirements of the U.S.A. Patriot Act.



 



    Section 1.16  Force
    Majeure.  In no event shall the Trustee be
    responsible or liable for any failure or delay in the
    performance of its obligations hereunder arising out of or
    caused by, directly or indirectly, forces beyond its control,
    including, without limitation, strikes, work stoppages,
    accidents, acts of war or terrorism, civil or military
    disturbances, nuclear or natural catastrophes or acts of God,
    and interruptions, loss or malfunctions of utilities,
    communications or computer (software and hardware) services; it
    being understood that the Trustee shall use reasonable efforts
    which are consistent with accepted practices in the banking
    industry to resume performance as soon as practicable under the
    circumstances.



 




    ARTICLE II

    



 




    Security
    Forms



 



    Section 2.01  Forms Generally.  The
    Securities shall have such appropriate insertions, omissions,
    substitutions and other variations as are required or permitted
    by this Indenture and may have such letters, numbers or other
    marks of identification and such legends or endorsements placed
    thereon, as may be required to comply with the rules of any
    securities exchange, or as may, consistently herewith, be
    determined by the officers executing such Securities, as
    evidenced by their execution of the Securities. Any portion of
    the text of any Security may be set forth on the reverse
    thereof, with an appropriate reference thereto on the face of
    the Security.



 



    The definitive Securities shall be printed, lithographed or
    engraved or produced by any combination of these methods on
    steel engraved borders or may be produced in any other manner,
    all as determined by the officers executing such Securities, as
    evidenced by their execution of such Securities, subject, with
    respect to the Securities of any series, to the rules of any
    securities exchange on which such Securities are listed.



 



    Section 2.02  Forms
    of Securities.  Each Security shall be in one
    of the forms approved from time to time by or pursuant to a
    Board Resolution, or established in one or more indentures
    supplemental hereto. Prior to the delivery of a Security to the
    Trustee for authentication in any form approved by or pursuant
    to a Board Resolution, the Company shall deliver to the Trustee
    the Board Resolution by or pursuant to which such form of
    Security has been approved, which Board Resolution shall have
    attached thereto a true and correct copy of the form of Security
    which has been approved thereby or, if a Board Resolution
    authorizes a specific officer or officers to approve a form of
    Security, a certificate of such officer or officers approving
    the form of Security attached thereto. Any form of Security
    approved by or pursuant to a Board Resolution must be acceptable
    as






    

    11








 







    to form to the Trustee, such acceptance to be evidenced by the
    Trustee’s authentication of Securities in that form or a
    certificate signed by a Responsible Officer of the Trustee and
    delivered to the Company.



 



    Section 2.03  Form
    of Trustee’s Certificate of
    Authentication.  The form of Trustee’s
    Certificate of Authentication for any Security issued pursuant
    to this Indenture shall be substantially as follows:



 




    TRUSTEE’S
    CERTIFICATE OF AUTHENTICATION



 



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








 



    WELLS FARGO BANK, NATIONAL ASSOCIATION



 


			
	 	    by 
	
    








    Authorized Signatory



 


			
	 	    Dated 
	
    





 



    Section 2.04  Securities
    Issuable in the Form of a Global
    Security.  (a) If the Company shall
    establish pursuant to Sections 2.02 and 3.01 that the
    Securities of a particular series are to be issued in whole or
    in part in the form of one or more Global Securities, then the
    Company shall execute and the Trustee or its agent shall, in
    accordance with Section 3.03 and the Company Order
    delivered to the Trustee or its agent thereunder, authenticate
    and deliver, such Global Security or Securities, which
    (i) shall represent, and shall be denominated in an amount
    equal to the aggregate principal amount of, the Outstanding
    Securities of such series to be represented by such Global
    Security or Securities, or such portion thereof as the Company
    shall specify in a Company Order, (ii) shall be registered
    in the name of the Depository for such Global Security or
    Securities or its nominee, (iii) shall be delivered by the
    Trustee or its agent to the Depository or pursuant to the
    Depository’s instruction and (iv) shall bear a legend
    substantially to the following effect: “Unless this
    certificate is presented by an authorized representative of the
    Depository to Issuer or its agent for registration of transfer,
    exchange, or payment, and any certificate issued is registered
    in the name of the nominee of the Depository or in such other
    name as is requested by an authorized representative of the
    Depository (and any payment is made to the nominee of the
    Depository or to such other entity as is requested by an
    authorized representative of the Depository), ANY TRANSFER,
    PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
    PERSON IS WRONGFUL inasmuch as the registered owner hereof, the
    nominee of the Depository, has an interest herein.”



 



    (b) Notwithstanding any other provision of this
    Section 2.04 or of Section 3.05, and subject to the
    provisions of paragraph (c) below, unless the terms of
    a Global Security expressly permit such Global Security to be
    exchanged in whole or in part for individual Securities, a
    Global Security may be transferred, in whole but not in part and
    in the manner provided in Section 3.05, only to a nominee
    of the Depository for such Global Security, or to the
    Depository, or a successor Depository for such Global Security
    selected or approved by the Company, or to a nominee of such
    successor Depository.



 



    (c) (i) If at any time the Depository for a Global
    Security notifies the Company that it is unwilling or unable to
    continue as Depository for such Global Security or if at any
    time the Depository for the Securities for such series shall no
    longer be eligible or in good standing under the Securities
    Exchange Act of 1934, as amended, or other applicable statute or
    regulation, the Company shall appoint a successor Depository
    with respect to such Global Security. If a successor Depository
    for such Global Security is not appointed by the Company within
    90 days after the Company receives such notice or becomes
    aware of such ineligibility, the Company will execute, and the
    Trustee or its agent, upon receipt of a Company Request for the
    authentication and delivery of individual Securities of such
    series in exchange for such Global Security, will authenticate
    and






    

    12








 







    deliver, individual Securities of such series of like tenor and
    terms in an aggregate principal amount equal to the principal
    amount of the Global Security in exchange for such Global
    Security.



 



    (ii) The Company may at any time and in its sole discretion
    determine that the Securities of any series or portion thereof
    issued or issuable in the form of one or more Global Securities
    shall no longer be represented by such Global Security or
    Securities. In such event the Company will execute, and the
    Trustee, upon receipt of a Company Request for the
    authentication and delivery of individual Securities of such
    series in exchange in whole or in part for such Global Security,
    will authenticate and deliver individual Securities of such
    series of like tenor and terms in definitive form in an
    aggregate principal amount equal to the principal amount of such
    Global Security or Securities representing such series or
    portion thereof in exchange for such Global Security or
    Securities.



 



    (iii) If specified by the Company pursuant to
    Sections 2.02 and 3.02 with respect to Securities issued or
    issuable in the form of a Global Security, the Depository for
    such Global Security may surrender such Global Security in
    exchange in whole or in part for individual Securities of such
    series of like tenor and terms in definitive form on such terms
    as are acceptable to the Company and such Depository. Thereupon
    the Company shall execute, and the Trustee or its agent shall
    authenticate and deliver, without service charge, (1) to
    each Person specified by such Depository a new Security or
    Securities of the same series of like tenor and terms and of any
    authorized denomination as requested by such Person in aggregate
    principal amount equal to and in exchange for such Person’s
    beneficial interest as specified by such Depository in the
    Global Security; and (2) to such Depository a new Global
    Security of like tenor and terms and in an authorized
    denomination equal to the difference, if any, between the
    principal amount of the surrendered Global Security and the
    aggregate principal amount of Securities delivered to Holders
    thereof.



 



    (iv) In any exchange provided for in any of the preceding
    three paragraphs, the Company will execute and the Trustee or
    its agent will authenticate and deliver individual Securities in
    definitive registered form in authorized denominations. Upon the
    exchange of the entire principal amount of a Global Security for
    individual Securities, such Global Security shall be canceled by
    the Trustee or its agent. Except as provided in the preceding
    paragraph, Securities issued in exchange for a Global Security
    pursuant to this Section shall be registered in such names and
    in such authorized denominations as the Depository for such
    Global Security, pursuant to instructions from its direct or
    indirect participants or otherwise, shall instruct the Trustee
    or the Security Registrar. The Trustee or the Security Registrar
    shall deliver at its Corporate Trust Office such Securities
    to the Persons in whose names such Securities are so registered.



 




    ARTICLE III

    



 




    The
    Securities



 



    Section 3.01  General
    Title; General Limitations; Issuable in Series; Terms of
    Particular Series.  The aggregate principal
    amount of Securities which may be authenticated and delivered
    and Outstanding under this Indenture is not limited.



 



    The Securities may be issued in one or more series as from time
    to time may be authorized by the Board of Directors. There shall
    be established in or pursuant to a Board Resolution or in an
    indenture supplemental hereto, subject to Section 3.11,
    prior to the issuance of Securities of any such series:



 



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



 



    (2) the Person to whom any interest on a Security of such
    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;



 



    (3) the date or dates on which the principal of the
    Securities of such series is payable;





    

    13








 






 



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



 



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



 



    (6) the period or periods within which, the
    Redemption Price or Prices or the Repayment Price or
    Prices, as the case may be, at which and the terms and
    conditions upon which Securities of such series may be redeemed
    or repaid (including the applicability of Section 11.09),
    as the case may be, in whole or in part, at the option of the
    Company or the Holder;



 



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



 



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



 



    (9) provisions, if any, with regard to the conversion or
    exchange of the Securities of such series, at the option of the
    Holders thereof or the Company, as the case may be, for or into
    new Securities of a different series, Common Stock or other
    securities;



 



    (10) if other than U.S. dollars, the currency or
    currencies or units based on or related to currencies in which
    the Securities of such series shall be denominated and in which
    payments of principal of, and any premium and interest on, such
    Securities shall or may be payable;



 



    (11) if the principal of (and premium, if any) or interest,
    if any, on the Securities of such series are to be payable, at
    the election of the Company or a Holder thereof, in a coin or
    currency (including a composite currency) other than that in
    which the Securities are stated to be payable, the period or
    periods within which, and the terms and conditions upon which,
    such election may be made;



 



    (12) if the amount of payments of principal of (and
    premium, if any) or interest, if any, on the Securities of such
    series may be determined with reference to an index based on a
    coin or currency (including a composite currency) other than
    that in which the Securities are stated to be payable, the
    manner in which such amounts shall be determined;



 



    (13) any limit upon the aggregate principal amount of the
    Securities of such 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 such series
    pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and
    13.02 and except for any Securities which, pursuant to
    Section 3.03, are deemed never to have been authenticated
    and delivered hereunder);



 



    (14) provisions, if any, with regard to the exchange of
    Securities of such series, at the option of the Holders thereof,
    for other Securities of the same series of the same aggregate
    principal amount or of a different authorized series or
    different authorized denomination or denominations, or both;



 



    (15) provisions, if any, with regard to the appointment by
    the Company of an Authenticating Agent in one or more places
    other than the location of the office of the Trustee with power
    to act on behalf of the Trustee and subject to its direction in
    the authentication and delivery of the Securities of any one or
    more series in connection with such transactions as shall be
    specified in the provisions of this Indenture or in or pursuant
    to such Board Resolution or indenture supplemental hereto;



 



    (16) the portion of the principal amount of Securities of
    the series, if other than the principal amount thereof, which
    shall be payable upon declaration of acceleration of the
    Maturity thereof pursuant to Section 5.02 or provable in
    bankruptcy pursuant to Section 5.04;





    

    14








 






 



    (17) any Event of Default with respect to the Securities of
    such series, if not set forth herein, and any additions,
    deletions or other changes to the Events of Default set forth
    herein that shall be applicable to the Securities of such series;



 



    (18) any covenant solely for the benefit of the Securities
    of such series and any additions, deletions or other changes to
    the provisions of Article VIII, Article X or
    Section 1.01 or any definitions relating to such Article
    that would otherwise be applicable to the Securities of such
    series;



 



    (19) if Section 4.03 of this Indenture shall not be
    applicable to the Securities of such series and if
    Section 4.03 shall be applicable to any covenant or Event
    of Default established in or pursuant to a Board Resolution or
    in an indenture supplemental hereto as described above that has
    not already been established herein;



 



    (20) any amendments or modifications to the subordination
    provisions in Article XII;



 



    (21) if the Securities of such series shall be issued in
    whole or in part in the form of a Global Security or Securities,
    the terms and conditions, if any, upon which such Global
    Security or Securities may be exchanged in whole or in part for
    other individual Securities; and the Depository for such Global
    Security or Securities;



 



    (22) if the Securities of such series shall be guaranteed,
    the terms and conditions of such Guarantees and provisions for
    the accession of the guarantors to certain obligations
    hereunder; and



 



    (23) any other terms of such series, including, without
    limitations, any restrictions on transfer related thereto.



 



    all upon such terms as may be determined in or pursuant to such
    Board Resolution or indenture supplemental hereto with respect
    to such series.



 



    The form of the Securities of each series shall be established
    pursuant to the provisions of this Indenture in or pursuant to
    the Board Resolution or in the indenture supplemental hereto
    creating such series. The Securities of each series shall be
    distinguished from the Securities of each other series in such
    manner, reasonably satisfactory to the Trustee, as the Board of
    Directors may determine.



 



    Unless otherwise provided with respect to Securities of a
    particular series, the Securities of any series may only be
    issuable in registered form, without coupons.



 



    Any terms or provisions in respect of the Securities of any
    series issued under this Indenture may be determined pursuant to
    this Section by providing for the method by which such terms or
    provisions shall be determined.



 



    Section 3.02  Denominations.  The
    Securities of each series shall be issuable in such
    denominations and currency as shall be provided in the
    provisions of this Indenture or in or pursuant to the Board
    Resolution or the indenture supplemental hereto creating such
    series. In the absence of any such provisions with respect to
    the Securities of any series, the Securities of that series
    shall be issuable only in fully registered form in denominations
    of $2,000 and any integral multiple thereof.



 



    Section 3.03  Execution,
    Authentication and Delivery and Dating.  The
    Securities shall be executed on behalf of the Company by its
    Chairman of the Board, its Chief Executive Officer, its
    President, its Chief Operating Officer, its Chief Financial
    Officer, its Treasurer, any Assistant Treasurer, its Controller,
    its General Counsel, its Secretary or any Vice President and
    attested by its Secretary or one of its Assistant Secretaries.
    The signature of any of these officers on the Securities may be
    manual or facsimile.



 



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





    

    15








 






 



    At any time and from time to time after the execution and
    delivery of this Indenture, the Company may deliver Securities
    executed by the Company to the Trustee for authentication; and
    the Trustee shall, upon Company Order, authenticate and deliver
    such Securities as in this Indenture provided and not otherwise.



 



    Prior to any such authentication and delivery, the Trustee shall
    be provided with the Officers’ Certificate and Opinion of
    Counsel required to be furnished to the Trustee pursuant to
    Section 1.02, and the Board Resolution and any certificate
    relating to the issuance of the series of Securities required to
    be furnished pursuant to Section 2.02, an Opinion of
    Counsel substantially to the effect that:



 



    (1) all instruments furnished to the Trustee conform to the
    requirements of the Indenture and constitute sufficient
    authority hereunder for the Trustee to authenticate and deliver
    such Securities;



 



    (2) the form and terms of such Securities have been
    established in conformity with the provisions of this Indenture;



 



    (3) all laws and requirements with respect to the execution
    and delivery by the Company of such Securities have been
    complied with, the Company has the corporate power to issue such
    Securities and such Securities have been duly authorized and
    delivered by the Company and, assuming due authentication and
    delivery by the Trustee, constitute legal, valid and binding
    obligations of the Company enforceable in accordance with their
    terms (subject, as to enforcement of remedies, to applicable
    bankruptcy, reorganization, insolvency, moratorium or other laws
    and legal principles affecting creditors’ rights generally
    from time to time in effect and to general equitable principles,
    whether applied in an action at law or in equity) and entitled
    to the benefits of this Indenture, equally and ratably with all
    other Securities, if any, of such series Outstanding;



 



    (4) when applicable, the Indenture is qualified under the
    Trust Indenture Act; and



 



    (5) such other matters as the Trustee may reasonably
    request;



 



    and, if the authentication and delivery relates to a new series
    of Securities created by an indenture supplemental hereto, also
    stating that all laws and requirements with respect to the form
    and execution by the Company of the supplemental indenture with
    respect to that series of Securities have been complied with,
    the Company has corporate power to execute and deliver any such
    supplemental indenture and has taken all necessary corporate
    action for those purposes and any such supplemental indenture
    has been duly executed and delivered and constitutes the legal,
    valid and binding obligation of the Company enforceable in
    accordance with its terms (subject, as to enforcement of
    remedies, to applicable bankruptcy, reorganization, insolvency,
    moratorium or other laws and legal principles affecting
    creditors’ rights generally from time to time in effect and
    to general equitable principles, whether applied in an action at
    law or in equity).



 



    The Trustee shall not be required to authenticate such
    Securities if the issue thereof will adversely affect the
    Trustee’s own rights, duties or immunities under the
    Securities and this Indenture.



 



    Unless otherwise provided in the form of Security for any
    series, all Securities shall be dated the date of their
    authentication.



 



    No Security shall be entitled to any benefit under this
    Indenture or be valid or obligatory for any purpose unless there
    appears on such Security a certificate of authentication
    substantially in the form provided for herein executed by the
    Trustee by manual or facsimile signature, and such certificate
    upon any Security shall be conclusive evidence, and the only
    evidence, that such Security has been duly authenticated and
    delivered hereunder. Notwithstanding the foregoing, if any
    Security shall have been authenticated and delivered hereunder
    but never issued and sold by the Company, and the Company shall
    deliver such Security to the Trustee for cancellation as
    provided in Section 3.09, for all purposes of this
    Indenture such Security shall be deemed never to have been
    authenticated and delivered hereunder and shall never be
    entitled to the benefits of this Indenture.



 



    Section 3.04  Temporary
    Securities.  Pending the preparation of
    definitive Securities of any series, the Company may execute,
    and, upon receipt of the documents required by
    Section 3.03, together with a Company Order, the Trustee
    shall authenticate and deliver, temporary Securities which are
    printed, lithographed,






    

    16








 







    typewritten or otherwise produced, in any authorized
    denomination, substantially of the tenor of the definitive
    Securities in lieu of which they are issued and with such
    appropriate insertions, omissions, substitutions and other
    variations as the officers executing such Securities may
    determine, as evidenced by their execution of such Securities.



 



    If temporary Securities of any series are issued, the Company
    will cause definitive Securities of such series to be prepared
    without unreasonable delay. After the preparation of definitive
    Securities, the temporary Securities of such series shall be
    exchangeable for definitive Securities of such series upon
    surrender of the temporary Securities of such series at the
    office or agency of the Company in a Place of Payment, without
    charge to the Holder; and upon surrender for cancellation of any
    one or more temporary Securities the Company shall execute and
    the Trustee shall authenticate and deliver in exchange therefor
    a like principal amount of definitive Securities of such series
    of authorized denominations and of like tenor and terms. Until
    so exchanged the temporary Securities of such series shall in
    all respects be entitled to the same benefits under this
    Indenture as definitive Securities of such series.



 



    Section 3.05  Registration,
    Transfer and Exchange.  The Company shall keep
    or cause to be kept a register or registers (herein sometimes
    referred to as the “Security Register”) in
    which, subject to such reasonable regulations as it may
    prescribe, the Company shall provide for the registration of
    Securities, or of Securities of a particular series, and of
    transfers of Securities or of Securities of such series. Any
    such register shall be in written form or in any other form
    capable of being converted into written form within a reasonable
    time. At all reasonable times the information contained in such
    register or registers shall be available for inspection by the
    Trustee at the office or agency to be maintained by the Company
    as provided in Section 10.02. There shall be only one
    Security Register per series of Securities.



 



    Subject to Section 2.04, upon surrender for registration of
    transfer of any Security of any series at the office or agency
    of the Company maintained for such purpose in a Place of
    Payment, the Company shall execute, and the Trustee shall
    authenticate and deliver, in the name of the designated
    transferee or transferees, one or more new Securities of such
    series of any authorized denominations, of a like aggregate
    principal amount and Stated Maturity and of like tenor and terms.



 



    Subject to Section 2.04, at the option of the Holder,
    Securities of any series may be exchanged for other Securities
    of such series of any authorized denominations, of a like
    aggregate principal amount and Stated Maturity and of like tenor
    and terms, upon surrender of the Securities to be exchanged at
    such office or agency. Whenever any Securities are so
    surrendered for exchange, the Company shall execute, and the
    Trustee shall authenticate and deliver, the Securities which the
    Securityholder making the exchange is entitled to receive.



 



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



 



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



 



    Unless otherwise provided in the Security to be registered for
    transfer or exchanged, no service charge shall be made on any
    Securityholder for any registration of transfer or exchange of
    Securities, but the Company may (unless otherwise provided in
    such Security) require payment of a sum sufficient to cover any
    tax or other governmental charge that may be imposed in
    connection with any registration of transfer or exchange of
    Securities, other than exchanges pursuant to Section 3.04,
    9.06 or 11.07 not involving any transfer.



 



    The Company shall not be required (i) to issue, register
    the transfer of or exchange any Security of any series during a
    period beginning at the opening of business 15 days before
    the day of the mailing of a notice of redemption of Securities
    of such series selected for redemption under Section 11.03
    and ending at the close






    

    17








 







    of business on the date of such mailing, or (ii) to
    register the transfer of or exchange any Security so selected
    for redemption in whole or in part.



 



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



 



    Section 3.06  Mutilated,
    Destroyed, Lost and Stolen Securities.  If
    (i) any mutilated Security is surrendered to the Trustee,
    or the Company and the Trustee receive evidence to their
    satisfaction of the destruction, loss or theft of any Security,
    and (ii) there is delivered to the Company and the Trustee
    such security or indemnity as may be required by them to save
    each of them harmless, then, in the absence of notice to the
    Company or the Trustee that such Security has been acquired by a
    protected purchaser, the Company shall execute and upon its
    written request the Trustee shall authenticate and deliver, in
    exchange for or in lieu of any such mutilated, destroyed, lost
    or stolen Security, a new Security of like tenor, series, Stated
    Maturity and principal amount, bearing a number not
    contemporaneously outstanding.



 



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



 



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



 



    Every new Security issued pursuant to this Section in lieu of
    any destroyed, lost or stolen Security shall constitute an
    original additional contractual obligation of the Company,
    whether or not the destroyed, lost or stolen Security shall be
    at any time enforceable by anyone, and shall be entitled to all
    the benefits of this Indenture equally and proportionately with
    any and all other Securities of the same series duly issued
    hereunder.



 



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



 



    Section 3.07  Payment
    of Interest; Interest Rights
    Preserved.  Unless otherwise provided with
    respect to such Security pursuant to Section 3.01, 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.



 



    Any interest on any Security 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 registered Holder on the
    relevant Regular Record Date by virtue of his having been such
    Holder; and, except as hereinafter provided, such Defaulted
    Interest may be paid by the Company, at its election in each
    case, as provided in clause (1) or clause (2) below:



 



    (1) The Company may elect to make payment of any Defaulted
    Interest to the Persons in whose names any such Securities (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 “Special Record Date”). The Company
    shall notify the Trustee in writing of the amount of Defaulted
    Interest proposed to be paid on each such Security and the date
    of the proposed payment, and at the same time the Company shall
    deposit with the Trustee an amount of money equal to the
    aggregate amount proposed to be paid in respect of such
    Defaulted Interest or shall make arrangements reasonably
    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 (1) provided. Thereupon the
    Trustee shall fix a Special Record Date for the payment of such
    Defaulted Interest which shall be not more than 15 nor 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






    

    18








 







    of the proposed payment. The Trustee shall promptly notify the
    Company of such Special Record Date and, in the name and at the
    expense of the Company, shall cause notice of the proposed
    payment of such Defaulted Interest and the Special Record Date
    therefor to be mailed, first class postage prepaid, to the
    Holder of each such Security at his address as it appears in the
    Security Register, 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 mailed as aforesaid, such Defaulted Interest shall be paid
    to the Persons in whose names such Securities (or their
    respective Predecessor Securities) are registered on such
    Special Record Date and shall no longer be payable pursuant to
    the following clause (2).



 



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



 



    If any installment of interest the Stated Maturity of which is
    on or prior to the Redemption Date for any Security called
    for redemption pursuant to Article XI is not paid or duly
    provided for on or prior to the Redemption Date in
    accordance with the foregoing provisions of this Section, such
    interest shall be payable as part of the Redemption Price
    of such Securities.



 



    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 3.08  Persons
    Deemed Owners.  The Company, the Trustee and
    any agent of the Company or the Trustee may treat the Person in
    whose name any Security is registered as the owner of such
    Security for the purpose of receiving payment of principal of
    (and premium, if any), and (subject to Section 3.07)
    interest on, such Security and for all other purposes
    whatsoever, whether or not such Security be overdue, and neither
    the Company, the Trustee nor any agent of the Company or the
    Trustee shall be affected by notice to the contrary.



 



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



 



    Section 3.09  Cancellation.  All
    Securities surrendered for payment, conversion, redemption,
    registration of transfer, exchange or credit against a sinking
    fund shall, if surrendered to any Person other than the Trustee,
    be delivered to the Trustee and, if not already canceled, shall
    be promptly canceled by it. The Company may at any time deliver
    to the Trustee for cancellation any Securities previously
    authenticated and delivered hereunder which the Company may have
    acquired in any manner whatsoever, and all Securities so
    delivered shall be promptly canceled by the Trustee. No Security
    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. The Trustee shall dispose
    of all canceled Securities in accordance with its standard
    procedures and deliver a certificate of such disposition to the
    Company upon its written request therefor.



 



    Section 3.10  Computation
    of Interest.  Unless otherwise provided as
    contemplated in Section 3.01, interest on the Securities
    shall be calculated on the basis of a
    360-day year
    of twelve
    30-day
    months.



 



    Section 3.11  Delayed
    Issuance of Securities.  Notwithstanding any
    contrary provision herein, if all Securities of a series are not
    to be originally issued at one time, it shall not be necessary
    for the Company to deliver to the Trustee an Officers’
    Certificate, Board Resolution, indenture supplemental hereto,
    opinion of counsel or Company Order otherwise required pursuant
    to Sections 1.02, 2.02, 3.01 and 3.03 at or prior to the
    time of authentication of each Security of such series if such
    documents are delivered to the Trustee or its agent at or prior
    to the authentication upon original issuance of the first
    Security of such series to be issued; provided that any
    subsequent request by the Company to the Trustee to authenticate
    Securities of such series upon original issuance shall
    constitute a representation and warranty by the Company that as
    of the date of






    

    19








 







    such request, the statements made in the Officers’
    Certificate or other certificates delivered pursuant to
    Sections 1.02 and 2.02 shall be true and correct as if made
    on such date.



 



    A Company Order, Officers’ Certificate or Board Resolution
    or indenture supplemental hereto delivered by the Company to the
    Trustee in the circumstances set forth in the preceding
    paragraph may provide that Securities which are the subject
    thereof will be authenticated and delivered by the Trustee or
    its agent on original issue from time to time in the aggregate
    principal amount, if any, established for such series pursuant
    to such procedures reasonably acceptable to the Trustee as may
    be specified from time to time by Company Order upon the
    telephonic, electronic or written order of Persons designated in
    such Company Order, Officers’ Certificate, indenture
    supplemental hereto or Board Resolution (any such telephonic or
    electronic instructions to be promptly confirmed in writing by
    such Persons) and that such Persons are authorized to determine,
    consistent with such Company Order, Officers’ Certificate,
    indenture supplemental hereto or Board Resolution, such terms
    and conditions of said Securities as are specified in such
    Company Order, Officers’ Certificate, indenture
    supplemental hereto or Board Resolution.



 



    Section 3.12  CUSIP
    Numbers.  The Company 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 Company will promptly notify the
    Trustee in writing of any change in the “CUSIP”
    numbers.



 




    ARTICLE IV

    



 




    Satisfaction
    and Discharge; Defeasance



 



    Section 4.01  Satisfaction
    and Discharge of Indenture.  Unless pursuant
    to Section 3.01 provision is made that this Section shall
    not be applicable to the Securities of any series, this
    Indenture shall cease to be of further effect with respect to
    any series of Securities (except as to any surviving rights of
    conversion or registration of transfer or exchange of Securities
    of such series expressly provided for herein or in the form of
    Security for such series), and the Trustee, on receipt of a
    Company Request and at the expense of the Company, shall execute
    proper instruments acknowledging satisfaction and discharge of
    this Indenture as to such series, when:



 



    (1) either



 



    (A) all Securities of that 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 3.06, and
    (ii) Securities of such series for whose payment money in
    the Required Currency has theretofore been deposited in trust or
    segregated and held in trust by the Company and thereafter
    repaid to the Company or discharged from such trust, as provided
    in Section 10.03) have been delivered to the Trustee
    canceled or for cancellation; or



 



    (B) all such Securities of that series not theretofore
    delivered to the Trustee canceled or 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 reasonably satisfactory to the Trustee for the
    giving of notice of redemption by the Trustee in the name, and
    at the expense, of the Company,



 



    and the Company, in the case of (i), (ii) or
    (iii) above, has irrevocably deposited or caused to be
    deposited with the Trustee as trust funds in trust for the
    purpose an amount in the Required Currency sufficient to pay and
    discharge the entire indebtedness on such Securities not
    theretofore delivered to the Trustee canceled or for
    cancellation, for principal (and premium, if any) and interest
    to the date of such deposit (in the case of Securities which
    have become due and payable), or to the Stated Maturity or
    Redemption Date, as the case may be;



 



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





    

    20








 






 



    (3) the Company has delivered to the Trustee an
    Officers’ Certificate and an Opinion of Counsel each
    stating that all conditions precedent herein provided for
    relating to the satisfaction and discharge of this Indenture
    with respect to the Securities of 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
    Company to the Trustee with respect to that series under
    Section 6.07 shall survive and the obligations of the
    Company and the Trustee under Sections 3.05, 3.06, 4.02,
    10.02 and 10.03 shall survive such satisfaction and discharge.



 



    Section 4.02  Application
    of Trust Money.  Subject to the
    provisions of the last paragraph of Section 10.03, all
    money, property and securities deposited with the Trustee
    pursuant to Section 4.01 or Section 4.03 shall be held
    in trust and applied by it, in accordance with the provisions of
    the series of Securities in respect of which it was deposited
    and this Indenture, to the payment, either directly or through
    any Paying Agent (including the Company acting as its own Paying
    Agent) as the Trustee may determine, to the Persons entitled
    thereto, of the principal (and premium, if any) and interest for
    whose payment such money has been deposited with the Trustee;
    but such money need not be segregated from other funds except to
    the extent required by law.



 



    Anything herein to the contrary notwithstanding, the Trustee
    shall deliver or pay to the Company from time to time upon
    Company Request any money, property or securities deposited with
    and held by it as provided in Section 4.03 and this
    Section 4.02 which, in the opinion of a nationally
    recognized firm of independent public accountants expressed in a
    written certification thereof delivered to the Trustee, are in
    excess of the amount thereof which would then be required to be
    deposited to effect an equivalent satisfaction and discharge,
    Discharge (as defined below) or covenant defeasance, provided
    that the Trustee shall not be required to liquidate any
    securities in order to comply with the provisions of this
    paragraph.



 



    Section 4.03  Defeasance
    Upon Deposit of Funds or Government
    Obligations.  Unless pursuant to
    Section 3.01 provision is made that this Section shall not
    be applicable to the Securities of any series, at the
    Company’s option, either (a) the Company and the
    Guarantors, if any, shall be deemed to have been Discharged (as
    defined below) from its obligations with respect to any series
    of Securities after the applicable conditions set forth below
    have been satisfied or (b) the Company shall cease to be
    under any obligation to comply with any term, provision or
    condition set forth in Section 10.05 and Article VIII
    (and any other Sections or covenants applicable to such
    Securities that are determined pursuant to Section 3.01 to
    be subject to this provision), the Guarantors, if any, shall be
    released from the Guarantees and clause (4) of
    Section 5.01 of this Indenture (and any other Events of
    Default applicable to such Securities that are determined
    pursuant to Section 3.01 to be subject to this provision)
    shall be deemed not to be an Event of Default with respect to
    any series of Securities at any time after the applicable
    conditions set forth below have been satisfied:



 



    (1) the Company shall have deposited or caused to be
    deposited irrevocably with the Trustee as trust funds,
    specifically pledged as security for, and dedicated solely to,
    the benefit of the Holders of the Securities of such series,
    (i) money in an amount, or (ii) the equivalent in
    securities of the government which issued the currency in which
    the Securities are denominated or government agencies backed by
    the full faith and credit of such government which through the
    payment of interest and principal in respect thereof in
    accordance with their terms will provide freely available funds
    on or prior to the due date of any payment, money in an amount,
    or (iii) a combination of (i) and (ii), sufficient, in
    the opinion (with respect to (ii) and (iii)) of a
    nationally recognized firm of independent public accountants
    expressed in a written certification thereof delivered to the
    Trustee, to pay and discharge each installment of principal
    (including mandatory sinking fund payments) and any premium of,
    interest on and any repurchase or redemption obligations with
    respect to the outstanding Securities of such series on the
    dates such installments of interest or principal or repurchase
    or redemption obligations are due (before such a deposit, if the
    Securities of such series are then redeemable or may be redeemed
    in the future pursuant to the terms thereof, in either case at
    the option of the Company, the Company may give to the Trustee,
    in accordance with Section 11.02, a notice of its election
    to redeem all of the Securities of such series at a future date
    in accordance with Article XI);



 



    (2) no Event of Default or event (including such deposit)
    which with notice or lapse of time would become an Event of
    Default with respect to the Securities of such series shall have
    occurred and be






    

    21








 







    continuing on the date of such deposit (other than an Event of
    Default resulting from the borrowing of funds to be applied to
    such deposit);



 



    (3) the Company shall have delivered to the Trustee an
    Opinion of Counsel to the effect that Holders of the Securities
    of such series will not recognize income, gain or loss for
    Federal income tax purposes as a result of the Company’s
    exercise of its option under this Section 4.03 and will be
    subject to Federal income tax on the same amount and in the same
    manner and at the same times as would have been the case if such
    option had not been exercised, and, in the case of Securities
    being Discharged, accompanied by a ruling to that effect from
    the Internal Revenue Service, unless, as set forth in such
    Opinion of Counsel, there has been a change in the applicable
    Federal income tax law since the date of this Indenture such
    that a ruling from the Internal Revenue Service is no longer
    required;



 



    (4) the Company shall have delivered to the Trustee an
    Officers’ Certificate stating that the deposit referred to
    in paragraph (1) above was not made by the Company
    with the intent of preferring the Holders over other creditors
    of the Company or with the intent of defeating, hindering,
    delaying or defrauding creditors of the Company or
    others; and



 



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



 



    If the Company, at its option, with respect to a series of
    Securities, satisfies the applicable conditions pursuant to
    either clause (a) or (b) of the first sentence of this
    Section, then (x), in the event the Company satisfies the
    conditions to clause (a) and elects clause (a) to be
    applicable, each of the Guarantors, if any, shall be deemed to
    have paid and discharged the entire indebtedness represented by,
    and obligations under, its respective guarantee of the
    Securities of such series and to have satisfied all the
    obligations under this Indenture relating to the Securities of
    such series and (y) in either case, each of the Guarantors,
    if any, shall cease to be under any obligation to comply with
    any term, provision or condition set forth in any covenants
    applicable to such Securities that are determined pursuant to
    Section 3.01 to be subject to this provision), and any
    Events of Default applicable to such series of Securities that
    are determined pursuant to Section 3.01 to be subject to
    this provision shall be deemed not to be an Event of Default
    with respect to such series of Securities at any time thereafter.



 



    “Discharged” means that the Company
    shall be deemed to have paid and discharged the entire
    indebtedness represented by, and obligations under, the
    Securities of such series and to have satisfied all the
    obligations under this Indenture relating to the Securities of
    such series (and the Trustee, on receipt of a Company Request
    and at the expense of the Company, shall execute proper
    instruments acknowledging the same), except (A) the rights
    of Holders of Securities to receive, from the trust fund
    described in clause (1) above, payment of the principal and
    any premium of and any interest on such Securities when such
    payments are due; (B) the Company’s obligations with
    respect to such Securities under Sections 3.05, 3.06, 4.02,
    6.07, 10.02 and 10.03; (C) the Company’s right of
    redemption, if any, with respect to any Securities of such
    series pursuant to Article XI, in which case the Company
    may redeem the Securities of such series in accordance with
    Article XI by complying with such Article and depositing
    with the Trustee, in accordance with Section 11.05, an
    amount of money sufficient, together with all amounts held in
    trust pursuant to Section 4.02 with respect to Securities
    of such series, to pay the Redemption Price of all the
    Securities of such series to be redeemed; and (D) the
    rights, powers, trusts, duties and immunities of the Trustee
    hereunder. A “Discharge” shall mean the meeting
    by the Company of the foregoing requirements.



 



    Section 4.04  Reinstatement.  If
    the Trustee or Paying Agent is unable to apply any money,
    property or securities in accordance with Section 4.02 of
    this Indenture, by reason of any legal proceeding or by reason
    of any order or judgment of any court or governmental authority
    enjoining, restraining or otherwise prohibiting such
    application, the Company’s and, if applicable, the
    Guarantors’ obligations under this Indenture and the
    Securities shall be revived and reinstated as though no deposit
    had occurred pursuant to Section 4.01 or 4.03 of this
    Indenture, as the case may be, until such time as the Trustee or
    Paying Agent is permitted to apply all such money, property or
    securities in accordance with Section 4.02 of this
    Indenture; provided that, if the Company has made any payment of
    principal of or interest on any Securities because of the
    reinstatement of






    

    22








 







    its obligations, the Company shall be subrogated to the rights
    of the Holders of such Securities to receive such payment from
    the money, property or securities held by the Trustee or Paying
    Agent.



 




    ARTICLE V

    



 




    Remedies



 



    Section 5.01  Events
    of Default.  “Event of
    Default”, wherever used herein, means with respect
    to any series of Securities any one of the following events
    (whatever the reason for such Event of Default and whether it
    shall be occasioned by the provisions of Article XII or
    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 such event is either inapplicable to a particular
    series or it is specifically deleted or modified in or pursuant
    to the indenture supplemental hereto or Board Resolution
    creating such series of Securities or in the form of Security
    for such series:



 



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



 



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



 



    (3) default in the payment of any sinking or purchase fund
    or analogous obligation when the same becomes due by the terms
    of the Securities of such series; or



 



    (4) default in the performance, or breach, of any covenant
    or warranty of the Company in this Indenture in respect of the
    Securities of such series (other than a covenant or warranty in
    respect of the Securities of such series a default in the
    performance of which or the breach of which is elsewhere in this
    Section specifically dealt with), all of such covenants and
    warranties in the Indenture which are not expressly stated to be
    for the benefit of a particular series of Securities being
    deemed in respect of the Securities of all series for this
    purpose, and continuance of such default or breach for a period
    of 90 days after there has been given, by registered or
    certified mail, to the Company by the Trustee or to the Company
    and the Trustee by the Holders of at least
    331/3%
    in aggregate principal amount of the Outstanding Securities of
    such series, a written notice specifying such default or breach
    and requiring it to be remedied and stating that such notice is
    a “Notice of Default” hereunder; or



 



    (5) the entry of an order for relief against the Company or
    any Significant Subsidiary thereof under Title 11, United
    States Code (the “Federal Bankruptcy Act”) by a
    court having jurisdiction in the premises or a decree or order
    by a court having jurisdiction in the premises adjudging the
    Company or any Significant Subsidiary thereof a bankrupt or
    insolvent under any other applicable Federal or State law, or
    the entry of a decree or order approving as properly filed a
    petition seeking reorganization, arrangement, adjustment or
    composition of or in respect of the Company or any Significant
    Subsidiary thereof under the Federal Bankruptcy Act or any other
    applicable Federal or State law, or appointing a receiver,
    liquidator, assignee, trustee, sequestrator (or other similar
    official) of the Company or any Significant Subsidiary thereof
    or of any substantial part of its property, or ordering the
    winding up or liquidation of its affairs, and the continuance of
    any such decree or order unstayed and in effect for a period of
    90 consecutive days; or



 



    (6) the consent by the Company or any Significant
    Subsidiary thereof to the institution of bankruptcy or
    insolvency proceedings against it, or the filing by it of a
    petition or answer or consent seeking reorganization or relief
    under the Federal Bankruptcy Act or any other applicable Federal
    or State law, or the consent by it to the filing of any such
    petition or to the appointment of a receiver, liquidator,
    assignee, trustee, sequestrator (or other similar official) of
    the Company or any Significant Subsidiary thereof or of any
    substantial part of its property, or the making by it of an
    assignment for the benefit of creditors, or the admission by it
    in writing of its inability to pay its debts generally as they
    become due, or the taking of corporate action by the Company or
    any Significant Subsidiary thereof in furtherance of any such
    action; or



 



    (7) any other Event of Default provided in the indenture
    supplemental hereto or Board Resolution under which such series
    of Securities is issued or in the form of Security for such
    series.





    

    23








 






 



    Section 5.02  Acceleration
    of Maturity; Rescission and Annulment.  If an
    Event of Default described in paragraph (1), (2), (3),
    (4) or (7) (if the Event of Default under clause (4)
    or (7) is with respect to less than all series of
    Securities then Outstanding) of Section 5.01 occurs and is
    continuing with respect to any series, then and in each and
    every such case, unless the principal of all the Securities of
    such series shall have already become due and payable, either
    the Trustee or the Holders of not less than
    331/3%
    in aggregate principal amount of the Securities of such series
    then Outstanding hereunder (each such series acting as a
    separate class), by notice in writing to the Company (and to the
    Trustee if given by Holders), may declare the principal amount
    (or, if the Securities of such series are Original Issue
    Discount Securities, such portion of the principal amount as may
    be specified in the terms of that series) of all the Securities
    of such series and all accrued interest thereon to be due and
    payable immediately, and upon any such declaration the same
    shall become and shall be immediately due and payable, anything
    in this Indenture or in the Securities of such series contained
    to the contrary notwithstanding. If an Event of Default
    described in clause (4) or (7) (if the Event of Default
    under clause (4) or (7) is with respect to all series
    of Securities then Outstanding), of Section 5.01 occurs and
    is continuing, then and in each and every such case, unless the
    principal of all the Securities shall have already become due
    and payable, either the Trustee or the Holders of not less than
    331/3%
    in aggregate principal amount of all the Securities then
    Outstanding hereunder (treated as one class), by notice in
    writing to the Company (and to the Trustee if given by Holders),
    may declare the principal amount (or, if any Securities are
    Original Issue Discount Securities, such portion of the
    principal amount as may be specified in the terms thereof) of
    all the Securities then Outstanding and all accrued interest
    thereon to be due and payable immediately, and upon any such
    declaration the same shall become and shall be immediately due
    and payable, anything in this Indenture or in the Securities
    contained to the contrary notwithstanding. If an Event of
    Default of the type set forth in clause (5) or (6) of
    Section 5.01 occurs and is continuing, the principal of and
    any interest on the Securities then outstanding shall become
    immediately due and payable.



 



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



 



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



 



    (A) all overdue installments of interest on the Securities
    of such series; and



 



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



 



    (C) interest upon overdue installments of interest at the
    rate or rates prescribed therefor by the terms of the Securities
    of such series to the extent that payment of such interest is
    lawful; 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 all other
    amounts due the Trustee under Section 6.07; and



 



    (2) all Events of Default with respect to such series of
    Securities, other than the nonpayment of the principal of the
    Securities of such series which have become due solely by such
    acceleration, have been cured or waived as provided in
    Section 5.13.



 



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



 



    Section 5.03  Collection
    of Indebtedness and Suits for Enforcement by
    Trustee.  The Company covenants that if:



 



    (1) default is made in the payment of any installment of
    interest on any Security of any series when such interest
    becomes due and payable; or



 



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





    

    24








 






 



    (3) default is made in the payment of any sinking or
    purchase fund or analogous obligation when the same becomes due
    by the terms of the Securities of any series;



 



    and any such default continues for any period of grace provided
    with respect to the Securities of such series, the Company will,
    upon demand of the Trustee, pay to it, for the benefit of the
    Holder of any such Security (or the Holders of any such series
    in the case of clause (3) above), the whole amount then due
    and payable on any such Security (or on the Securities of any
    such series in the case of clause (3) above) for principal
    (and premium, if any) and interest, with interest, to the extent
    that payment of such interest shall be legally enforceable, upon
    the overdue principal (and premium, if any) and upon overdue
    installments of interest, at such rate or rates as may be
    prescribed therefor by the terms of any such Security (or of
    Securities of any such series in the case of clause (3)
    above); 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 all
    other amounts due the Trustee under Section 6.07.



 



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



 



    If an Event of Default with respect to any series of Securities
    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 5.04  Trustee
    May File Proofs of Claim.  In case of the
    pendency of any receivership, insolvency, liquidation,
    bankruptcy, reorganization, arrangement, adjustment, composition
    or other judicial proceeding relative to the Company or any
    other obligor upon the Securities or the property of the Company
    or of such other obligor or their creditors, the Trustee
    (irrespective of whether the principal of the Securities shall
    then be due and payable as therein expressed or by declaration
    or otherwise and irrespective of whether the Trustee shall have
    made any demand on the Company for the payment of overdue
    principal or interest) shall be entitled and empowered, by
    intervention in such proceedings or otherwise:



 



    (i) to file and prove a claim for the whole amount of
    principal (or portion thereof determined pursuant to
    Section 3.01(16) to be provable in bankruptcy) (and
    premium, if any) and interest owing and unpaid in respect of the
    Securities and to file such other papers or documents as may be
    necessary and 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 all other amounts due the Trustee under
    Section 6.07) and of the Securityholders allowed in such
    judicial proceeding; and



 



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



 



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



 



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



 



    Section 5.05  Trustee
    May Enforce Claims Without Possession of
    Securities.  All rights of action and claims
    under this Indenture or the Securities of any series may be
    prosecuted and enforced by the Trustee without the possession of
    any of the Securities of such series 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






    

    25








 







    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 agent
    and counsel and any other amounts due the Trustee under
    Section 6.07, be for the ratable benefit of the Holders of
    the Securities of the series in respect of which such judgment
    has been recovered.



 



    Section 5.06  Application
    of Money Collected.  Any money collected by
    the Trustee with respect to a series of Securities pursuant to
    this Article shall be applied in the following order, at the
    date or dates fixed by the Trustee and, in case of the
    distribution of such money on account of principal (or premium,
    if any) or interest, upon presentation of the Securities of such
    series and the notation thereon of the payment if only partially
    paid and upon surrender thereof if fully paid:



 



    FIRST:  To the payment of all amounts due the
    Trustee under Section 6.07.



 



    SECOND:  Subject to Article XII, to the
    payment of the amounts then due and unpaid upon the Securities
    of that series for principal (and premium, if any) and interest,
    in respect of which or for the benefit of which such money has
    been collected, ratably, without preference or priority of any
    kind, according to the amounts due and payable on such
    Securities for principal (and premium, if any) and interest,
    respectively.



 



    THIRD:  To the Company.



 



    Section 5.07  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
    Securities of such series;



 



    (2) the Holders of not less than
    331/3%
    in principal amount of the outstanding Securities of such series
    shall have made written request to the Trustee to institute
    proceedings in respect of such Event of Default in its own name
    as Trustee hereunder;



 



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



 



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



 



    (5) no direction inconsistent with such written request has
    been given to the Trustee during such
    60-day
    period by the Holders of a majority in principal amount of the
    Outstanding Securities of such series (it being understood that
    the Trustee does not have an affirmative duty to ascertain
    whether or not such actions or forbearances are unduly
    predjudicial to such Holder);



 



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



 



    Section 5.08  Unconditional
    Right of Securityholders to Receive Principal, Premium and
    Interest.  Notwithstanding any other
    provisions 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 premium, if any) and (subject
    to Section 3.07) interest on such Security on the
    respective Stated Maturities expressed in such Security (or, in
    the case of redemption or repayment, on the Redemption Date
    or Repayment Date, as the case may be) and to institute suit for
    the enforcement of any such payment, and such right shall not be
    impaired without the consent of such Holder.



 



    Section 5.09  Restoration
    of Rights and Remedies.  If the Trustee or any
    Securityholder has instituted any proceeding to enforce any
    right or remedy under this Indenture and such proceeding has
    been discontinued or abandoned for any reason, then and in every
    such case the Company, the Trustee and the Securityholders
    shall, subject to any determination in such proceeding, be
    restored severally and respectively to their former positions
    hereunder, and thereafter all rights and remedies of the Trustee
    and the Securityholders shall continue as though no such
    proceeding had been instituted.





    

    26








 






 



    Section 5.10  Rights
    and Remedies Cumulative.  No right or remedy
    herein conferred upon or reserved to the Trustee or to the
    Securityholders is intended to be exclusive of any other right
    or remedy, and every right and remedy shall, to the extent
    permitted by law, be cumulative and in addition to every other
    right and remedy given hereunder or now or hereafter existing at
    law or in equity or otherwise. The assertion or employment of
    any right or remedy hereunder, or otherwise, shall not prevent
    the concurrent assertion or employment of any other appropriate
    right or remedy.



 



    Section 5.11  Delay
    or Omission Not Waiver.  No delay or omission
    of the Trustee or of any Holder of any Security to exercise any
    right or remedy accruing upon any Event of Default shall impair
    any such right or remedy or constitute a waiver of any such
    Event of Default or an acquiescence therein. Every right and
    remedy given by this Article or by law to the Trustee or to the
    Securityholders may be exercised from time to time, and as often
    as may be deemed expedient, by the Trustee or by the
    Securityholders, as the case may be.



 



    Section 5.12  Control
    by Securityholders.  The Holders of a majority
    in principal amount of the Outstanding Securities of any series
    shall have the right to direct the time, method and place of
    conducting any proceeding for any remedy available to the
    Trustee or exercising any trust or power conferred on the
    Trustee with respect to the Securities of such series, provided
    that:



 



    (1) the Trustee shall have the right to decline to follow
    any such direction if the Trustee, being advised by counsel,
    determines that the action so directed may not lawfully be taken
    or would conflict with this Indenture or if the Trustee in good
    faith shall, by a Responsible Officer, determine that the
    proceedings so directed would involve it in personal liability
    or be unjustly prejudicial to the Holders not taking part in
    such direction, and



 



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



 



    Section 5.13  Waiver
    of Past Defaults.  The Holders of not less
    than a majority in principal amount of the Outstanding
    Securities of any series may on behalf of the Holders of all the
    Securities of such series waive any past default hereunder with
    respect to such series and its consequences, except a default
    not theretofore cured:



 



    (1) in the payment of the principal of (or premium, if any)
    or interest on any Security of such series, or in the payment of
    any sinking or purchase fund or analogous obligation with
    respect to the Securities of such series, 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.



 



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



 



    Section 5.14  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 expenses, 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 shall not apply to any suit
    instituted by the Trustee, to any suit instituted by any
    Securityholder, or group of Securityholders, holding in the
    aggregate more than 10% in principal amount of the Outstanding
    Securities of any series to which the suit relates, or to any
    suit instituted by any Securityholder for the enforcement of the
    payment of the principal of (or premium, if any) or interest on
    an Security on or after the respective Stated Maturities
    expressed in such Security (or, in the case of redemption or
    repayment, on or after the Redemption Date or Repayment
    Date, as the case may be).



 



    Section 5.15  Waiver
    of Stay or Extension Laws.  The Company
    covenants (to the extent that it may lawfully do so) that it
    will not at any time insist upon, or plead, or in any manner
    whatsoever claim or take the benefit or advantage of, any stay
    or extension law wherever enacted, now or at any time hereafter
    in force,






    

    27








 







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



 




    ARTICLE VI

    



 




    The
    Trustee



 



    Section 6.01  Certain
    Duties and Responsibilities.  (a) Except
    during the continuance of an Event of Default with respect to
    any series of Securities:



 



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



 



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



 



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



 



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



 



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



 



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



 



    (3) the Trustee shall not be liable with respect to any
    action taken or omitted to be taken by it in good faith in
    accordance with the direction of the Holders of 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



 



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



 



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



 



    Section 6.02  Notice
    of Defaults.  Within 90 days after the
    occurrence of any default hereunder with respect to Securities
    of any series, the Trustee shall transmit by mail to all
    Securityholders of such series, as their names and addresses
    appear in the Security Register, notice of such default
    hereunder known to the Trustee, unless such default shall have
    been cured or waived; provided, however, that, except in the
    case of a default in the payment of the principal of (or
    premium, if any) or interest on any Security of such series or
    in the payment of any sinking or purchase fund installment or
    analogous obligation with respect to Securities of such series,
    the Trustee shall be protected in withholding such notice if and
    so long as it in good faith determines that the withholding of
    such notice is in the interests of the Securityholders of such
    series; and provided, further, that in the case of any default
    of the character specified in Section 5.01(4) with respect
    to






    

    28








 







    Securities of such series no such notice to Securityholders of
    such series shall be given until at least 90 days after the
    occurrence thereof. For the purpose of this Section, the term
    “default”, with respect to Securities of any series,
    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 6.03  Certain
    Rights of Trustee.  Except as otherwise
    provided in Section 6.01:



 



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



 



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



 



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



 



    (d) the Trustee may consult with counsel of its selection
    and the written advice of such counsel or an 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;



 



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



 



    (f) 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 or
    other paper or document, but the Trustee, in its discretion, may
    make such further inquiry or investigation into such facts or
    matters as it may see fit, and, if the Trustee shall determine
    to make such further inquiry or investigation, it shall be
    entitled to examine the books, records and premises of the
    Company, personally or by agent or attorney;



 



    (g) 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;



 



    (h) the Trustee shall not be charged with knowledge of any
    default (as defined in Section 6.02) or Event of Default
    with respect to the Securities of any series for which it is
    acting as Trustee unless either (1) a Responsible Officer
    of the Trustee assigned to the corporate trust department
    of the Trustee (or any successor division or department of the
    Trustee) shall have actual knowledge of such default or Event of
    Default or (2) written notice of such default or Event of
    Default shall have been given to the Trustee by the Company or
    any other obligor on such Securities or by any Holder of such
    Securities;



 



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



 



    (j) 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 each agent, custodian and other Person employed to act
    hereunder;



 



    (k) in no event shall the Trustee be responsible or liable
    for special, indirect or consequential loss or damage of any
    kind whatsoever (including, but not limited to, loss of profit)
    irrespective of whether the Trustee has been advised of the
    likelihood of such loss or damage and regardless of the form of
    action; and





    

    29








 







    (l) the Trustee shall not be deemed to have notice of any
    Default or Event of Default with respect to the Securities of a
    series, except an Event of Default under Section 5.01(1),
    Section 5.01(2) or Section 5.01(3) hereof (provided
    that the Trustee is the principal Paying Agent with respect to
    the Securities of such series), 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.



 



    Section 6.04  Not
    Responsible for Recitals or Issuance of
    Securities.  The recitals contained herein and
    in the Securities, except the certificates of authentication,
    shall be taken as the statements of the Company, and the Trustee
    assumes no responsibility for their correctness. The Trustee
    makes no representations as to the validity or sufficiency of
    this Indenture or of the Securities. The Trustee shall not be
    accountable for the use or application by the Company of
    Securities or the proceeds thereof.



 



    Section 6.05  May
    Hold Securities.  The Trustee, any
    Authenticating Agent, any Paying Agent, the Security Registrar,
    any Conversion Agent or any other agent of the Company, in its
    individual or any other capacity, may become the owner or
    pledgee of Securities and, subject to Sections 6.08 and
    6.13, may otherwise deal with the Company or any Guarantor, if
    applicable, with the same rights it would have if it were not
    Trustee, Authenticating Agent, Paying Agent, Security Registrar,
    Conversion Agent or such other agent.



 



    Section 6.06  Money
    Held in Trust.  Subject to the provisions of
    Section 10.03 hereof, all moneys in any currency or
    currency received by the Trustee shall, until used or applied as
    herein provided, be held in trust for the purposes for which
    they were received, but need not be segregated from other funds
    except to the extent required by law. The Trustee shall be under
    no liability for interest on any money received by it hereunder
    except as otherwise agreed in writing with the Company.



 



    Section 6.07  Compensation
    and Reimbursement.  The Company agrees:



 



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



 



    (2) except as otherwise expressly provided herein, to
    reimburse the Trustee upon its request for all reasonable
    expenses, disbursements and advances incurred or made by the
    Trustee in accordance with any provision of this Indenture
    (including the reasonable compensation and the expenses and
    disbursements of its agents and counsel), except any such
    expense, disbursement or advance as shall be determined to have
    been caused by its own 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
    incurred without negligence, willful misconduct or bad faith on
    its part, arising out of or in connection with the acceptance or
    administration of this trust, including the costs and expenses
    of defending itself against any claim or liability in connection
    with the exercise or performance of any of its powers or duties
    hereunder.



 



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



 



    When the Trustee incurs expenses or renders services in
    connection with an Event of Default specified in
    Section 5.01(5) or (6), the expenses and the compensation
    for the services are intended to constitute expenses of
    administration under any bankruptcy law.



 



    The Company’s obligations under this Section 6.07 and
    any lien arising hereunder shall survive the resignation or
    removal of any Trustee, the discharge of the Company’s
    obligations pursuant to Article IV of this Indenture
    and/or the
    termination of this Indenture.



 



    Section 6.08  Disqualification;
    Conflicting Interests.  The Trustee for the
    Securities of any series issued hereunder shall be subject to
    the provisions of Section 310(b) of the Trust Indenture Act
    during the period of time provided for therein. In determining
    whether the Trustee has a conflicting interest as defined in
    Section 310(b) of the Trust Indenture Act with respect to
    the Securities of any series, there shall be excluded this
    Indenture with respect to Securities of any particular series of
    Securities other than that series. Nothing






    

    30








 







    herein shall prevent the Trustee from filing with the Commission
    the application referred to in the second to last paragraph of
    Section 310(b) of the Trust Indenture Act.



 



    Section 6.09  Corporate
    Trustee Required; Eligibility.  There shall at
    all times be a Trustee hereunder with respect to each series of
    Securities, which shall be either:



 



    (i) a corporation organized and doing business under the
    laws of the United States of America or of any State, authorized
    under such laws to exercise corporate trust powers and subject
    to supervision or examination by Federal or State
    authority, or



 



    (ii) a corporation or other Person organized and doing
    business under the laws of a foreign government that is
    permitted to act as Trustee pursuant to a rule, regulation or
    order of the Commission, authorized under such laws to exercise
    corporate trust powers, and subject to supervision or
    examination by authority of such foreign government or a
    political subdivision thereof substantially equivalent to
    supervision or examination applicable to United States
    institutional trustees;



 



    in either case having a combined capital and surplus of at least
    $50,000,000. If such corporation publishes reports of condition
    at least annually, pursuant to law or to the requirements of the
    aforesaid supervising or examining authority, then for the
    purposes of this Section, the combined capital and surplus of
    such corporation shall be deemed to be its combined capital and
    surplus as set forth in its most recent report of condition so
    published. Neither the Company nor any Person directly or
    indirectly controlling, controlled by, or under common control
    with the Company shall serve as trustee for the Securities of
    any series issued hereunder. If at any time the Trustee with
    respect to any series of Securities shall cease to be eligible
    in accordance with the provisions of this Section, it shall
    resign immediately in the manner and with the effect specified
    in Section 6.10.



 



    Section 6.10  Resignation
    and Removal.  (a) No resignation or
    removal of the Trustee and no appointment of a successor Trustee
    pursuant to this Article shall become effective until the
    acceptance of appointment by the successor Trustee under
    Section 6.11.



 



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



 



    (c) The Trustee may be removed with respect to any series
    of Securities at any time by Act of the Holders of a majority in
    principal amount of the outstanding Securities of that series,
    delivered to the Trustee and to the Company. If an instrument of
    acceptance by a successor Trustee shall not have been delivered
    to the Trustee within 30 days after the giving of such
    notice of removal, the removed Trustee may petition any court of
    competent jurisdiction for the appointment of a successor
    Trustee.



 



    (d) If at any time:



 



    (1) the Trustee shall fail to comply with
    Section 310(b) of the Trust Indenture Act pursuant to
    Section 6.08 with respect to any series of Securities after
    written request therefor by the Company or by any Securityholder
    who has been a bona fide Holder of a Security of that series for
    at least six months, unless the Trustee’s duty to resign is
    stayed in accordance with the provisions of Section 310(b)
    of the Trust Indenture Act, or



 



    (2) the Trustee shall cease to be eligible under
    Section 6.09 with respect to any series of Securities and
    shall fail to resign after written request therefor by the
    Company or by any such Securityholder, or



 



    (3) the Trustee shall become incapable of acting with
    respect to any series of Securities, or



 



    (4) the Trustee shall be adjudged a bankrupt or insolvent
    or a receiver of the Trustee or of its property shall be
    appointed or any public officer shall take charge or control of
    the Trustee or of its property or affairs for the purpose of
    rehabilitation, conservation or liquidation, then, in any such
    case, (i) the Company by a Board Resolution may remove the
    Trustee, with respect to the series, or in the case of
    clause (4), with respect to all series, or
    (ii) subject to Section 5.14, any Securityholder 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 removal of the Trustee and






    

    31








 







    the appointment of a successor Trustee with respect to the
    series, or, in the case of clause (4), with respect to all
    series.



 



    (e) If the Trustee shall resign, be removed or become
    incapable of acting with respect to any series of Securities, or
    if a vacancy shall occur in the office of the Trustee with
    respect to any series of Securities for any cause, the Company,
    by Board Resolution, shall promptly appoint a successor Trustee
    for that series of Securities.



 



    If, within one year after such resignation, removal or
    incapacity, or the occurrence of such vacancy, a successor
    Trustee with respect to such series of Securities shall be
    appointed by Act of the Holders of a majority in principal
    amount of the Outstanding Securities of such series delivered to
    the Company and the retiring Trustee, the successor Trustee so
    appointed shall, forthwith upon its acceptance of such
    appointment, become the successor Trustee with respect to such
    series and supersede the successor Trustee appointed by the
    Company with respect to such series. If no successor Trustee
    with respect to such series shall have been so appointed by the
    Company or the Securityholders of such series and accepted
    appointment in the manner hereinafter provided, subject to
    Section 5.14, any Securityholder who has been a bona fide
    Holder of a Security of that 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 such series.



 



    (f) The Company shall give notice of each resignation and
    each removal of the Trustee with respect to any series and each
    appointment of a successor Trustee with respect to any series by
    mailing written notice of such event by first-class mail,
    postage prepaid, to the Holders of Securities of that series as
    their names and addresses appear in the Security Register. Each
    notice shall include the name of the successor Trustee and the
    address of its principal Corporate Trust Office.



 



    Section 6.11  Acceptance
    of Appointment by Successor.  Every successor
    Trustee appointed hereunder shall execute, acknowledge and
    deliver to the Company and to the predecessor Trustee an
    instrument accepting such appointment, and thereupon the
    resignation or removal of the predecessor Trustee shall become
    effective with respect to any series as to which it is resigning
    or being removed as Trustee, and such successor Trustee, without
    any further act, deed or conveyance, shall become vested with
    all the rights, powers, trusts and duties of the predecessor
    Trustee with respect to any such series; but, on request of the
    Company or the successor Trustee, such predecessor Trustee
    shall, upon payment of its reasonable charges, if any, execute
    and deliver an instrument transferring to such successor Trustee
    all the rights, powers and trusts of the predecessor Trustee,
    and shall duly assign, transfer and deliver to such successor
    Trustee all property and money held by such predecessor trustee
    hereunder with respect to all or any such series, subject
    nevertheless to its lien, if any, provided for in
    Section 6.07. Upon request of any such successor Trustee,
    the Company shall execute any and all instruments for more fully
    and certainly vesting in and confirming to such successor
    Trustee all such rights, powers and trusts.



 



    In case of the appointment hereunder of a successor Trustee with
    respect to the Securities of one or more (but not all) series,
    the Company, the predecessor Trustee and each successor Trustee
    with respect to the Securities of any applicable series shall
    execute and deliver an indenture supplemental hereto which shall
    contain such provisions as shall be deemed necessary or
    desirable to confirm that all the rights, powers, trusts and
    duties of the predecessor Trustee with respect to the Securities
    of any series as to which the predecessor Trustee is not being
    succeeded shall continue to be vested in the predecessor
    Trustee, and 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 indenture supplemental hereto 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.



 



    No successor Trustee with respect to any series of Securities
    shall accept its appointment unless at the time of such
    acceptance such successor Trustee shall be qualified and
    eligible with respect to that series under this Article.



 



    Section 6.12  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






    

    32








 







    resulting from any merger, conversion or consolidation to which
    the Trustee shall be a party, or any corporation succeeding to
    all or substantially all of the corporate trust business of the
    Trustee, shall be the successor of the Trustee hereunder,
    provided such corporation shall be otherwise qualified and
    eligible under this Article, without the execution or filing of
    any paper or any further act on the part of any of the parties
    hereto. In case any Securities shall have been authenticated,
    but not delivered, by the Trustee then in office, any successor
    by merger, conversion or consolidation to such authenticating
    Trustee may adopt such authentication and deliver the Securities
    so authenticated with the same effect as if such successor
    Trustee had itself authenticated such Securities.



 



    Section 6.13  Preferential
    Collection of Claims Against Company.  The
    Trustee shall comply with TIA Section 311(a), excluding any
    creditor relationship listed in TIA Section 311(b). A
    Trustee who has resigned or been removed shall be subject to TIA
    Section 311(a) to the extent indicated.



 



    Section 6.14  Appointment
    of Authenticating Agent.  At any time when any
    of the Securities remain Outstanding the Trustee, with the
    approval of the Company, may appoint an Authenticating Agent or
    Agents with respect to one or more series of Securities which
    shall be authorized to act on behalf of the Trustee to
    authenticate Securities of such series issued upon original
    issuance, exchange, registration of transfer or partial
    redemption thereof or pursuant to Section 3.06, 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 Company and
    shall at all times be a corporation organized and doing business
    under the laws of the United States of America, any State
    thereof or the District of Columbia, authorized under such laws
    to act as an Authenticating Agent, having a combined capital and
    surplus of not less than $50,000,000 and, if other than the
    Company itself, 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 such corporation shall be otherwise eligible
    under this Section, without the execution or filing of any paper
    or any further act on the part of the Trustee or the
    Authenticating Agent.



 



    An Authenticating Agent may resign at any time by giving written
    notice thereof to the Trustee and, if other than the Company, to
    the Company. The Trustee may at any time terminate the agency of
    an Authenticating Agent by giving written notice thereof to such
    Authenticating Agent and, if other than the Company, to the
    Company. Upon receiving such a notice of resignation or upon
    such a termination, or in case at any time such Authenticating
    Agent shall cease to be eligible in accordance with the
    provisions of this Section, the Trustee, with the approval of
    the Company, may appoint a successor Authenticating Agent which
    shall be acceptable to the Company and shall mail written notice
    of such appointment by first-class mail, postage prepaid, to all
    Holders of Securities of the series with respect to which such
    Authenticating Agent will serve, as their names and addresses
    appear in the Security Register. Any successor Authenticating
    Agent upon acceptance of its appointment hereunder shall become
    vested with all the rights, powers and duties of its predecessor
    hereunder, with like effect as if originally named as an
    Authenticating Agent. No successor Authenticating Agent shall be
    appointed unless eligible under the provisions of this Section.



 



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





    

    33








 






 



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



 



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



 



    [Name of Authenticating Agent]



 


			
	 	    by 
	









    As Authenticating Agent



 


			
	 	    by 
	









    As Authorized Agent



 


			
	 	    Dated 
	
    





 




    ARTICLE VII

    



 




    Securityholders’
    Lists and Reports by

    





    Trustee
    and Company



 



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



 



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



 



    (1) semi-annually, not more than 15 days after
    December 15 and June 15 in each year in such form as the Trustee
    may reasonably require, a list of the names and addresses of the
    Holders of Securities of each series as of such December 15 and
    June 15, as applicable, and



 



    (2) at such other times as the Trustee may request in
    writing, within 30 days after the receipt by the Company of
    any such request, a list of similar form and content as of a
    date not more than 15 days prior to the time such list is
    furnished; provided, however, that if and so long as the Trustee
    shall be the Security Registrar for Securities of a series, no
    such list need be furnished with respect to such series of
    Securities.



 



    Section 7.02  Preservation
    of Information; Communications to
    Securityholders.  (a) The Trustee shall
    preserve, in as current a form as is reasonably practicable, the
    names and addresses of Holders of Securities contained in the
    most recent list furnished to the Trustee as provided in
    Section 7.01 and the names and addresses of Holders of
    Securities received by the Trustee in its capacity as Security
    Registrar, if so acting. The Trustee may destroy any list
    furnished to it as provided in Section 7.01 upon receipt of
    a new list so furnished.



 



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



 



    (1) afford such applicants access to the information
    preserved at the time by the Trustee in accordance with
    Section 7.02(a), or





    

    34








 






 



    (2) inform such applicants as to the approximate number of
    Holders of Securities of such series or all Securities, as the
    case may be, whose names and addresses appear in the information
    preserved at the time by the Trustee in accordance with
    Section 7.02(a), and as to the approximate cost of mailing
    to such Securityholders the form of proxy or other
    communication, if any, specified in such application.



 



    If the Trustee shall elect not to afford such applicants access
    to such information, the Trustee shall, upon the written request
    of such applicants, mail to each Holder of a Security of such
    series or to all Securityholders, as the case may be, whose
    names and addresses appear in the information preserved at the
    time by the Trustee in accordance with Section 7.02(a), a
    copy of the form of proxy or other communication which is
    specified in such request, with reasonable promptness after a
    tender to the Trustee of the material to be mailed and of
    payment, or provision for the payment, of the reasonable
    expenses of mailing, unless, within five days after such tender,
    the Trustee shall mail to such applicants and file with the
    Commission, together with a copy of the material to be mailed, a
    written statement to the effect that, in the opinion of the
    Trustee, such mailing would be contrary to the best interests of
    the Holders of Securities of such series or all Securityholders,
    as the case may be, or would be in violation of applicable law.
    Such written statement shall specify the basis of such opinion.
    If the Commission, after opportunity for a hearing upon the
    objections specified in the written statement so filed, shall
    enter an order refusing to sustain any of such objections or if,
    after the entry of an order sustaining one or more of such
    objections, the Commission shall find, after notice and
    opportunity for hearing, that all the objections so sustained
    have been met and shall enter an order so declaring, the Trustee
    shall mail copies of such material to all Securityholders of
    such series or all Securityholders, as the case may be, with
    reasonable promptness after the entry of such order and the
    renewal of such tender; otherwise the Trustee shall be relieved
    of any obligation or duty to such applicants respecting their
    application.



 



    (c) Every Holder of Securities, by receiving and holding
    the same, agrees with the Company and the Trustee that neither
    the Company nor the Trustee shall be held accountable by reason
    of the disclosure of any such information as to the names and
    addresses of the Holders of Securities in accordance with
    Section 7.02(b), regardless of the source from which such
    information was derived, and that the Trustee shall not be held
    accountable by reason of mailing any material pursuant to a
    request made under Section 7.02(b).



 



    Section 7.03  Reports
    by Trustee.  (a) Within 60 days
    after May 15 of each year commencing with the first May 15 after
    the issuance of Securities, the Trustee shall transmit by mail,
    at the Company’s expense, to all Holders as their names and
    addresses appear in the Security Register, as provided in Trust
    Indenture Act 313(c), a brief report dated as of May 15 in
    accordance with and with respect to the matters required by
    Trust Indenture Act Section 313(a).



 



    (b) The Trustee shall transmit by mail, at the
    Company’s expense, to all Holders as their names and
    addresses appear in the Security Register, as provided in Trust
    Indenture Act 313(c), a brief report in accordance with and with
    respect to the matters required by Trust Indenture Act
    Section 313(b).



 



    (c) A copy of each such report shall, at the time of such
    transmission to Holders, be furnished to the Company and, in
    accordance with Trust Indenture Act Section 313(d), be
    filed by the Trustee with each stock exchange upon which the
    Securities are listed, and also with the Commission. The Company
    shall promptly notify the Trustee when the Securities are listed
    on any stock exchange or any delisting thereof.



 



    Section 7.04  Reports
    by Company.  The Company shall file with the
    Trustee, and transmit to Holders, such information, documents
    and other reports, and such summaries thereof, as may be
    required pursuant to the Trust Indenture Act at the times and in
    the manner provided pursuant to such Act; provided that any such
    information, documents or reports required to be filed with the
    Commission pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934 shall be filed with the Trustee
    within 15 days after the same is so required to be filed
    with the Commission. The Company also shall comply with the
    other provisions of Trust Indenture Act Section 314(a).
    Delivery of such reports, information and documents to the
    Trustee is for informational purposes only and the
    Trustee’s receipt of such shall not constitute constructive
    notice of any information contained therein or determinable from
    information contained therein, including the Company’s
    compliance with any of its covenants hereunder (as to which the
    Trustee is entitled to rely exclusively on Officers’
    Certificates).





    

    35








 






 




    ARTICLE VIII

    



 




    Consolidation,
    Merger, Conveyance or Transfer



 



    Section 8.01  Consolidation,
    Merger, Conveyance or Transfer on Certain
    Terms.  Except as otherwise set forth in an
    indenture supplemental hereto or Board Resolution creating such
    series of Securities or in the form of security for such Series,
    the Company shall not consolidate with or merge into any other
    Person or convey or transfer its properties and assets
    substantially as an entirety to any Person, unless:



 



    (1) the Person formed by such consolidation or into which
    the Company is merged or the Person which acquires by conveyance
    or transfer the properties and assets of the Company
    substantially as an entirety shall be organized and existing
    under the laws of the United States of America or any State
    thereof or the District of Columbia, and shall expressly assume,
    by an indenture supplemental hereto, executed and delivered to
    the Trustee, in form reasonably satisfactory to the Trustee, the
    due and punctual payment of the principal of (and premium, if
    any) and interest on all the Securities and the performance of
    every covenant of this Indenture (as supplemented from time to
    time) on the part of the Company to be performed or observed;



 



    (2) immediately after giving effect to such transaction, no
    Event of Default, and no event which, after notice or lapse of
    time, or both, would become an Event of Default, shall have
    happened and be continuing; and



 



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



 



    Section 8.02  Successor
    Person Substituted.  Upon any consolidation or
    merger, or any conveyance or transfer of the properties and
    assets of the Company substantially as an entirety in accordance
    with Section 8.01, the successor Person formed by such
    consolidation or into which the Company is merged or to which
    such conveyance or transfer is made shall succeed to, and be
    substituted for, and may exercise every right and power of, the
    Company under this Indenture with the same effect as if such
    successor had been named as the Company herein. In the event of
    any such conveyance or transfer, the Company as the predecessor
    shall be discharged from all obligations and covenants under
    this Indenture and the Securities and may be dissolved, wound up
    or liquidated at any time thereafter.



 




    ARTICLE IX

    



 




    Supplemental
    Indentures



 



    Section 9.01  Supplemental
    Indentures Without Consent of
    Securityholders.  Except as otherwise set
    forth in an indenture supplemental hereto or Board Resolution
    creating such series of Securities or in the form of Security
    for such series, without the consent of the Holders of any
    Securities, the Company, when authorized by a Board Resolution,
    and the Trustee, at any time and from time to time, may enter
    into one or more indentures supplemental hereto, in form
    reasonably satisfactory to the Trustee, for any of the following
    purposes:



 



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



 



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



 



    (3) to cure any ambiguity, to correct or supplement any
    provision herein which may be inconsistent with any other
    provision herein, or to make any other provisions with respect
    to matters or questions arising under this Indenture; or





    

    36








 






 



    (4) to add to this Indenture such provisions as may be
    expressly permitted by the TIA, excluding, however, the
    provisions referred to in Section 316(a)(2) of the TIA as
    in effect at the date as of which this instrument was executed
    or any corresponding provision in any similar federal statute
    hereafter enacted; or



 



    (5) to establish any form of Security, as provided in
    Article II, to provide for the issuance of any series of
    Securities as provided in Article III and to set forth the
    terms thereof,
    and/or to
    add to the rights of the Holders of the Securities of any
    series; or



 



    (6) to evidence and provide for the acceptance of
    appointment by another corporation as a successor Trustee
    hereunder with respect to one or more series of Securities 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 Section 6.11; or



 



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



 



    (8) to provide for uncertificated Securities in addition to
    or in place of certificated Securities and to provide for bearer
    Securities; provided that uncertificated Securities are issued
    in registered form for purposes of Section 163(f) of the
    Internal Revenue Code of 1986, as amended, or in a manner such
    that the uncertificated Securities are described in
    Section 163(f)(2)(B) of such Internal Revenue Code; or



 



    (9) to provide for the terms and conditions of conversion
    into Common Stock or other Marketable Securities of the
    Securities of any series which are convertible into Common Stock
    or other Marketable Securities, if different from those set
    forth in Article XIII; or



 



    (10) to secure the Securities of any series; or



 



    (11) to add Guarantees in respect of any series or all of
    the Securities; or



 



    (12) to make any other change that does not adversely
    affect the rights of the Holders of any or all series of
    Securities; or



 



    (13) to make any change necessary to comply with any
    requirement of the Commission in connection with the
    qualification of this Indenture or any supplemental indenture
    under the Trust Indenture Act.



 



    No supplemental indenture for the purposes identified in
    clauses (2), (3) or (5) above may be entered into
    if to do so would adversely affect the rights of the Holders of
    Outstanding Securities of any series in any material respect.



 



    Section 9.02  Supplemental
    Indentures with Consent of
    Securityholders.  Except as otherwise set
    forth in an indenture supplemental hereto or Board Resolution
    creating such series of Securities or in the form of security
    for such Series, with the consent of the Holders of not less
    than a majority in principal amount of the Outstanding
    Securities of all series affected by such supplemental indenture
    or indentures (acting as one class), by Act of said Holders
    delivered to the Company and the Trustee (in accordance with
    Section 1.04 hereof), the Company, when authorized by a
    Board Resolution, and the Trustee may enter into an indenture or
    indentures supplemental hereto for the purpose of adding any
    provisions to or changing in any manner or eliminating any of
    the provisions of this Indenture or of modifying in any manner
    the rights of the Holders of the Securities of each 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 Maturity of the principal of, or the Stated
    Maturity of any premium on, or any installment of interest on,
    any Security, or reduce the principal amount thereof or the
    interest or any premium thereon, or change the method of
    computing the amount of principal thereof or interest thereon on
    any date 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 Maturity or
    the Stated Maturity, as the case may be, thereof (or, in the
    case of redemption or repayment, on or after the
    Redemption Date or the Repayment Date, as the case may be),
    or alter the provisions of this Indenture so as to affect
    adversely the terms, if any, of conversion of any Securities
    into Common Stock or other securities; or





    

    37








 






 



    (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 any of the provisions of this Section 9.02,
    Section 5.13 or Section 10.06, 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; or



 



    (4) impair or adversely affect the right of any Holder to
    institute suit for the enforcement of any payment on, or with
    respect to, the Securities of any series on or after the Stated
    Maturity of such Securities (or in the case of redemption, on or
    after the Redemption Date);



 



    (5) amend or modify Section 14.01 of this Indenture in
    any manner adverse to the rights of the Holders of the
    Outstanding Securities of any series; or



 



    (6) make any change in the terms of the subordination of
    the Securities in a manner adverse in any material respect to
    the Holders of any series of Outstanding Securities.



 



    For purposes of this Section 9.02, if the Securities of any
    series are issuable upon the exercise of warrants, each holder
    of an unexercised and unexpired warrant with respect to such
    series shall be deemed to be a Holder of Outstanding Securities
    of such series in the amount issuable upon the exercise of such
    warrant. For such purposes, the ownership of any such warrant
    shall be determined by the Company in a manner consistent with
    customary commercial practices. The Trustee for such series
    shall be entitled to rely on an Officers’ Certificate as to
    the principal amount of Securities of such series in respect of
    which consents shall have been executed by holders of such
    warrants.



 



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



 



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



 



    Section 9.03  Subordination
    Unimpaired.  This Indenture may not be amended
    at any time to alter the subordination, as provided herein, of
    any of the Securities then Outstanding without the written
    consent of the requisite holders of each series of debt
    securities representing Senior Indebtedness (as determined in
    accordance with terms of the instrument governing such Senior
    Indebtedness) then outstanding that would be adversely affected
    thereby.



 



    Section 9.04  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 6.01) shall be
    fully protected in relying upon, an Opinion of Counsel and an
    Officers’ Certificate stating that the execution of such
    supplemental indenture is authorized or permitted by this
    Indenture and that such supplemental indenture is the legal,
    valid and binding obligation of the Company, enforceable against
    the Company in accordance with its terms. The Trustee may, but
    shall not be obligated to, enter into any such supplemental
    indenture which affects the Trustee’s own rights, duties or
    immunities under this Indenture or otherwise.



 



    Section 9.05  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 to the extent provided therein.



 



    Section 9.06  Conformity
    with Trust Indenture Act.  Every supplemental
    indenture executed pursuant to this Article shall conform to the
    requirements of TIA as then in effect.



 



    Section 9.07  Reference
    in Securities to Supplemental
    Indentures.  Securities authenticated and
    delivered after the execution of any supplemental indenture
    pursuant to this Article may, and shall if required by






    

    38








 







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



 




    ARTICLE X

    



 




    Covenants



 



    Section 10.01  Payment
    of Principal, Premium and Interest.  With
    respect to each series of Securities, the Company will duly and
    punctually pay the principal of (and premium, if any) and
    interest on such Securities in accordance with their terms and
    this Indenture, and will duly comply with all the other terms,
    agreements and conditions contained in, or made in the Indenture
    for the benefit of, the Securities of such series.



 



    Section 10.02  Maintenance
    of Office or Agency.  The Company will
    maintain an office or agency in each Place of Payment where
    Securities may be presented or surrendered for payment, where
    Securities may be surrendered for registration of transfer or
    exchange, where notices and demands to or upon the Company in
    respect of the Securities and this Indenture may be served and
    where any Securities with conversion privileges may be presented
    and surrendered for conversion. The Company will give prompt
    written notice to the Trustee of the location, and of any change
    in the location, of such office or agency. If at any time the
    Company shall fail to maintain such office or agency or shall
    fail to furnish the Trustee with the address thereof, such
    presentations, surrenders, notices and demands may be made or
    served at the Corporate Trust Office of the Trustee, and
    the Company hereby appoints the Trustee its agent to receive all
    such presentations, surrenders, notices and demands.



 



    Unless otherwise set forth in, or pursuant to, a Board
    Resolution or indenture supplemental hereto with respect to a
    series of Securities, the Company hereby initially designates as
    the Place of Payment for each series of Securities, the Borough
    of Manhattan, the City and State of New York, and initially
    appoints the Trustee at its Corporate Trust Office as the
    Company’s office or agency for each such purpose in such
    city.



 



    Section 10.03  Money
    for Security Payments to Be Held in Trust.  If
    the Company shall at any time act as its own Paying Agent for
    any series of Securities, it will, on or before each due date of
    the principal of (and premium, if any) or interest on, any of
    the Securities of such series, segregate and hold in trust for
    the benefit of the Persons entitled thereto a sum sufficient to
    pay the principal (and premium, if any) or 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 to act.



 



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



 



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



 



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



 



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



 



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





    

    39








 






 



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



 



    Any money deposited with the Trustee or any Paying Agent, or
    then held by the Company, in trust for the payment of the
    principal of (and premium, if any) or interest on any Security
    of any series and remaining unclaimed for two years after such
    principal (and premium, if any) or interest has become due and
    payable shall be paid to the Company on Company Request, or (if
    then held by the Company) shall be discharged from such trust;
    and the Holder of such Security shall thereafter as an unsecured
    general creditor, look only to the Company for payment thereof,
    and all liability of the Trustee or such Paying Agent with
    respect to such trust money, and all liability of the Company as
    trustee thereof, shall thereupon cease. The Trustee or such
    Paying Agent, before being required to make any such repayment,
    may at the expense of the Company mail to the Holders of the
    Securities as to which the money to be repaid was held in trust,
    as their names and addresses appear in the Security Register, a
    notice that such moneys remain unclaimed and that, after a date
    specified in the notice, which shall not be less than
    30 days from the date on which the notice was first mailed
    to the Holders of the Securities as to which the money to be
    repaid was held in trust, any unclaimed balance of such moneys
    then remaining will be paid to the Company free of the trust
    formerly impressed upon it.



 



    Section 10.04  Statement
    as to Compliance.  The Company will deliver to
    the Trustee, within 120 days after the end of each fiscal
    year, a written statement signed by the principal executive
    officer, principal financial officer or principal accounting
    officer of the Company stating that:



 



    (1) a review of the activities of the Company during such
    year and of performance under this Indenture and under the terms
    of the Securities has been made under his supervision; and



 



    (2) to the best of his knowledge, based on such review, the
    Company has fulfilled all its obligations under this Indenture
    and has complied with all conditions and covenants on its part
    contained in this Indenture through such year, or, if there has
    been a default in the fulfillment of any such obligation,
    covenant or condition, specifying each such default known to him
    and the nature and status thereof.



 



    For the purpose of this Section 10.04, default and
    compliance shall be determined without regard to any grace
    period or requirement of notice provided pursuant to the terms
    of this Indenture.



 



    Section 10.05  Legal
    Existence.  Subject to Article VIII, the
    Company will do or cause to be done all things necessary to
    preserve and keep in full force and effect its legal existence.



 



    Section 10.06  Waiver
    of Certain Covenants.  The Company may omit in
    respect of any series of Securities, in any particular instance,
    to comply with any covenant or condition set forth in
    Section 10.05 or set forth in a Board Resolution or
    indenture supplemental hereto with respect to the Securities of
    such series, unless otherwise specified in such Board Resolution
    or indenture supplemental hereto, if before or after the time
    for such compliance the Holders of not less than a majority in
    principal amount of the Outstanding Securities of all series
    affected by such waiver (voting as one class) shall, by Act of
    such Securityholders delivered to the Company and the Trustee
    (in accordance with Section 1.04 hereof), either waive such
    compliance in such instance or generally waive compliance with
    such covenant or condition, but no such waiver shall extend to
    or affect such covenant or condition except to the extent so
    expressly waived, and, until such waiver shall become effective,
    the obligations of the Company and the duties of the Trustee in
    respect of any such covenant or condition shall remain in full
    force and effect. Nothing in this Section 10.06 shall
    permit the waiver of compliance with any covenant or condition
    set forth in such Board Resolution or indenture supplemental
    hereto which, if in the form of an indenture supplemental
    hereto, would not be permitted by Section 9.02 without the
    consent of the Holder of each Outstanding Security affected
    thereby.





    

    40








 






 




    ARTICLE XI

    



 




    Redemption
    of Securities



 



    Section 11.01  Applicability
    of Article.  The Company may reserve the right
    to redeem and pay before Stated Maturity all or any part of the
    Securities of any series, either by optional redemption, sinking
    or purchase fund or analogous obligation or otherwise, by
    provision therefor in the form of Security for such series
    established and approved pursuant to Section 2.02 and on
    such terms as are specified in such form or in the Board
    Resolution or indenture supplemental hereto with respect to
    Securities of such series as provided in Section 3.01.
    Redemption of Securities of any series shall be made in
    accordance with the terms of such Securities and, to the extent
    that this Article does not conflict with such terms, the
    succeeding Sections of this Article. Notwithstanding anything to
    the contrary in this Indenture, except in the case of redemption
    pursuant to a sinking fund, the Trustee shall not make any
    payment in connection with the redemption of Securities until
    the close of business on the Redemption Date.



 



    Section 11.02  Election
    to Redeem; Notice to Trustee.  The election of
    the Company to redeem any Securities redeemable at the election
    of the Company shall be evidenced by, or pursuant to authority
    granted by, a Board Resolution. In case of any redemption at the
    election of the Company, the Company shall, at least
    45 days prior to the Redemption Date fixed by the
    Company (unless a shorter notice shall be reasonably
    satisfactory to the Trustee), notify the Trustee of such
    Redemption Date and of the principal amount of Securities
    of such series and the Tranche (as defined in
    Section 11.03) to be redeemed.



 



    In the case of any redemption of Securities (i) prior to
    the expiration of any restriction on such redemption provided in
    the terms of such Securities or elsewhere in this Indenture, or
    (ii) pursuant to an election of the Company which is
    subject to a condition specified in the terms of such
    Securities, the Company shall furnish the Trustee with an
    Officers’ Certificate evidencing compliance with such
    restriction or condition.



 



    Section 11.03  Selection
    by Trustee of Securities to Be Redeemed.  If
    less than all the Securities of like tenor and terms of any
    series (a ‘‘Tranche”) are to be redeemed,
    the particular Securities to be redeemed shall be selected not
    more than 45 days prior to the Redemption Date by the
    Trustee, from the Outstanding Securities of such Tranche not
    previously called for redemption, by such method as the Trustee
    shall deem fair and appropriate and which may include provision
    for the selection for redemption of portions of the principal of
    Securities of such Tranche of a denomination larger than the
    minimum authorized denomination for Securities of that series.
    Unless otherwise provided in the terms of a particular series of
    Securities, the portions of the principal of Securities so
    selected for partial redemption shall be equal to the minimum
    authorized denomination of the Securities of such series, or an
    integral multiple thereof, and the principal amount which
    remains outstanding shall not be less than the minimum
    authorized denomination for Securities of such series. If less
    than all the Securities of unlike tenor and terms of a series
    are to be redeemed, the particular Tranche of Securities to be
    redeemed shall be selected by the Company.



 



    If any convertible Security selected for partial redemption is
    converted in part before the termination of the conversion right
    with respect to the portion of the Security so selected, the
    converted portion of such Security shall be deemed (so far as
    may be) to be the portion selected for redemption.



 



    Upon any redemption of fewer than all the Securities of a
    series, the Company and the Trustee may treat as Outstanding any
    Securities surrendered for conversion during the period of
    fifteen days next preceding the mailing of a notice of
    redemption, and need not treat as Outstanding any Security
    authenticated and delivered during such period in exchange for
    the unconverted portion of any Security converted in part during
    such period.



 



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



 



    Securities shall be excluded from eligibility for selection for
    redemption if they are identified by registration and
    certificate number in a written statement signed by an
    authorized officer of the Company and delivered to the Trustee
    at least 45 days prior to the Redemption Date (unless
    a shorter period shall be reasonably satisfactory to the
    Trustee) as being owned of record and beneficially by, and not
    pledged or hypothecated by either, (a) the Company or
    (b) an entity specifically identified in such written
    statement as being an Affiliate of the Company.





    

    41








 






 



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



 



    Section 11.04  Notice
    of Redemption.  Notice of redemption shall be
    given by first-class mail, postage prepaid, mailed not less than
    15 (unless otherwise provided in the Board Resolution or
    indenture supplemental hereto establishing the relevant series)
    nor more than 45 days prior to the Redemption Date, to
    each holder of Securities to be redeemed, at his address
    appearing in the Security Register.



 



    All notices of redemption shall identify the Securities to be
    redeemed, including CUSIP number(s) and shall state:



 



    (1) the Redemption Date;



 



    (2) the Redemption Price;



 



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



 



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



 



    (5) the place where such Securities are to be surrendered
    for payment of the Redemption Price, which shall be the
    office or agency of the Company in the Place of Payment;



 



    (6) that the redemption is on account of a sinking or
    purchase fund, or other analogous obligation, if that be the
    case;



 



    (7) if such Securities are convertible into Common Stock or
    other securities, the Conversion Price or other conversion price
    and the date on which the right to convert such Securities into
    Common Stock or other securities will terminate; and



 



    (8) if applicable, that the redemption may be rescinded by
    the Company, at its sole option, pursuant to Section 11.09
    of this Indenture upon the occurrence of a Redemption Rescission
    Event.



 



    Notice of redemption of Securities to be redeemed at the
    election of the Company shall be given by the Company or, at the
    Company’s request, by the Trustee in the name and at the
    expense of the Company; provided that if the Trustee is asked to
    give such notice it shall be given at least five Business Days
    prior notice.



 



    Section 11.05  Deposit
    of Redemption Price.  On or prior to any
    Redemption Date and subject to Section 11.09, the
    Company shall deposit with the Trustee or with a Paying Agent
    (or, if the Company is acting as its own Paying Agent, segregate
    and hold in trust as provided in Section 10.03) an amount
    of money sufficient to pay the Redemption Price of all the
    Securities which are to be redeemed on that date. If any
    Security to be redeemed is converted into Common Stock or other
    securities, any money so deposited with the Trustee or a Paying
    Agent shall be paid to the Company upon Company Request or, if
    then so segregated and held in trust by the Company, shall be
    discharged from such trust.



 



    Section 11.06  Securities
    Payable on Redemption Date.  Notice of
    redemption having been given as aforesaid, the Securities so to
    be redeemed shall, subject to Section 11.09, on the
    Redemption Date, become due and payable at the
    Redemption Price therein specified and from and after such
    date (unless the Company shall default in the payment of the
    Redemption Price) such Securities shall cease to bear
    interest and any rights to convert such Securities shall
    terminate. Upon surrender of such Securities for redemption in
    accordance with the notice and subject to Section 11.09,
    such Securities shall be paid by the Company at the
    Redemption Price. Unless otherwise provided with respect to
    such Securities pursuant to Section 3.01, installments of
    interest the Stated Maturity of which is on or prior to the
    Redemption Date shall be payable to the Holders of such
    Securities registered as such on the relevant Regular Record
    Dates according to their terms and the provisions of
    Section 3.07.



 



    If any Security called for redemption shall not be so paid upon
    surrender thereof for redemption, the principal shall, until
    paid, bear interest from the Redemption Date at the rate
    borne by the Security, or as otherwise provided in such Security.





    

    42








 






 



    Section 11.07  Securities
    Redeemed in Part.  Any Security which is to be
    redeemed only in part shall be surrendered at the office or
    agency of the Company in the Place of Payment with respect to
    that series (with, if the Company or the Trustee so requires,
    due endorsement by, or a written instrument of transfer in form
    satisfactory to the Company and the Trustee duly executed by,
    the Holder thereof or his attorney duly authorized in writing)
    and the Company shall execute and the Trustee shall authenticate
    and deliver to the Holder of such Security without service
    charge, a new Security or Securities of the same series and
    Stated Maturity and of like tenor and terms, of any authorized
    denomination as requested by such Holder in aggregate principal
    amount equal to and in exchange for the unredeemed portion of
    the principal of the Security so surrendered.



 



    Section 11.08  Provisions
    with Respect to Any Sinking Funds.  Unless the
    form or terms of any series of Securities shall provide
    otherwise, in lieu of making all or any part of any mandatory
    sinking fund payment with respect to such series of Securities
    in cash, the Company may at its option (1) deliver to the
    Trustee for cancellation any Securities of such series
    theretofore acquired by the Company or converted by the Holder
    thereof into Common Stock or other securities, or
    (2) receive credit for any Securities of such series (not
    previously so credited) acquired by the Company (including by
    way of optional redemption (pursuant to the sinking fund or
    otherwise but not by way of mandatory sinking fund redemption)
    or converted by the Holder thereof into Common Stock or other
    securities and theretofore delivered to the Trustee for
    cancellation, and if it does so then (i) Securities so
    delivered or credited shall be credited at the applicable
    sinking fund Redemption Price with respect to
    Securities of such series, and (ii) on or before the
    60th day next preceding each sinking
    fund Redemption Date with respect to such series of
    Securities, the Company will deliver to the Trustee (A) an
    Officers’ Certificate specifying the portions of such
    sinking fund payment to be satisfied by payment of cash and by
    delivery or credit of Securities of such series acquired by the
    Company or converted by the Holder thereof, and (B) such
    Securities, to the extent not previously surrendered. Such
    Officers’ Certificate shall also state the basis for such
    credit and that the Securities for which the Company elects to
    receive credit have not been previously so credited and were not
    acquired by the Company through operation of the mandatory
    sinking fund, if any, provided with respect to such Securities
    and shall also state that no Event of Default with respect to
    Securities of such series has occurred and is continuing. All
    Securities so delivered to the Trustee shall be canceled by the
    Trustee and no Securities shall be authenticated in lieu thereof.



 



    If the sinking fund payment or payments (mandatory or optional)
    with respect to any series of Securities made in cash plus any
    unused balance of any preceding sinking fund payments with
    respect to Securities of such series made in cash shall exceed
    $50,000 (or a lesser sum if the Company shall so request),
    unless otherwise provided by the terms of such series of
    Securities, that cash shall be applied by the Trustee on the
    sinking fund Redemption Date with respect to
    Securities of such series next following the date of such
    payment to the redemption of Securities of such series at the
    applicable sinking fund Redemption Price with respect
    to Securities of such series, together with accrued interest, if
    any, to the date fixed for redemption, with the effect provided
    in Section 11.06. The Trustee shall select, in the manner
    provided in Section 11.03, for redemption on such sinking
    fund Redemption Date a sufficient principal amount of
    Securities of such series to utilize that cash and shall
    thereupon cause notice of redemption of the Securities of such
    series for the sinking fund to be given in the manner provided
    in Section 11.04 (and with the effect provided in
    Section 11.06) for the redemption of Securities in part at
    the option of the Company. Any sinking fund moneys not so
    applied or allocated by the Trustee to the redemption of
    Securities of such series shall be added to the next cash
    sinking fund payment with respect to Securities of such series
    received by the Trustee and, together with such payment, shall
    be applied in accordance with the provisions of this
    Section 11.08. Any and all sinking fund moneys with respect
    to Securities of any series held by the Trustee at the Maturity
    of Securities of such series, and not held for the payment or
    redemption of particular Securities of such series, shall be
    applied by the Trustee, together with other moneys, if
    necessary, to be deposited sufficient for the purpose, to the
    payment of the principal of the Securities of such series at
    Maturity.



 



    On or before each sinking fund Redemption Date
    provided with respect to Securities of any series, the Company
    shall pay to the Trustee in cash a sum equal to all accrued
    interest, if any, to the date fixed for redemption on Securities
    to be redeemed on such sinking fund Redemption Date
    pursuant to this Section 11.08.





    

    43








 






 



    Section 11.09  Rescission
    of Redemption.  In the event that this
    Section 11.09 is specified to be applicable to a series of
    Securities pursuant to Section 3.01 and a
    Redemption Rescission Event shall occur following any day
    on which a notice of redemption shall have been given pursuant
    to Section 11.04 hereof but at or prior to the time and
    date fixed for redemption as set forth in such notice of
    redemption, the Company may, at its sole option, at any time
    prior to the earlier of (i) the close of business on that
    day which is two Trading Days following such
    Redemption Rescission Event and (ii) the time and date
    fixed for redemption as set forth in such notice, rescind the
    redemption to which such notice of redemption shall have related
    by making a public announcement of such rescission (the date on
    which such public announcement shall have been made being
    hereinafter referred to as the “Rescission
    Date”). The Company shall be deemed to have made such
    announcement if it shall issue a release to the Dow Jones New
    Service, Reuters Information Services or any successor news wire
    service. From and after the making of such announcement, the
    Company shall have no obligation to redeem Securities called for
    redemption pursuant to such notice of redemption or to pay the
    Redemption Price therefor and all rights of Holders of
    Securities shall be restored as if such notice of redemption had
    not been given. As promptly as practicable following the making
    of such announcement, the Company shall telephonically notify
    the Trustee and the Paying Agent of such rescission. The Company
    shall give notice of any such rescission by first-class mail,
    postage prepaid, mailed as promptly as practicable but in no
    event later than the close of business on that day which is five
    Trading Days following the Rescission Date to each Holder of
    Securities at the close of business on the Rescission Date, to
    any other Person that was a Holder of Securities and that shall
    have surrendered Securities for conversion following the giving
    of notice of the subsequently rescinded redemption and to the
    Trustee and the Paying Agent. Each notice of rescission shall
    (w) state that the redemption described in the notice of
    redemption has been rescinded, (x) state that any
    Converting Holder shall be entitled to rescind the conversion of
    Securities surrendered for conversion following the day on which
    notice of redemption was given but on or prior to the date of
    the mailing of the Company’s notice of rescission,
    (y) be accompanied by a form prescribed by the Company to
    be used by any Converting Holder rescinding the conversion of
    Securities so surrendered for conversion (and instructions for
    the completion and delivery of such form, including instructions
    with respect to any payment that may be required to accompany
    such delivery) and (z) state that such form must be
    properly completed and received by the Company no later than the
    close of business on a date that shall be 15 Trading Days
    following the date of the mailing of such notice of rescission.



 




    ARTICLE XII

    



 




    Subordination
    of Securities



 



    Section 12.01  Agreement
    of Subordination.  The Company covenants and
    agrees, and each holder of Securities issued hereunder by his
    acceptance thereof likewise covenants and agrees, that all
    Securities shall be issued subject to the provisions of this
    Article XII; and each Securityholder, whether upon original
    issue or upon transfer or assignment thereof, accepts and agrees
    to be bound by such provisions.



 



    The payment of the principal of, premium, if any, and interest
    on all Securities issued hereunder shall, to the extent and in
    the manner hereinafter set forth, be subordinated and subject in
    right of payment to the prior payment in full of all Senior
    Indebtedness, whether outstanding at the date of this Indenture
    or thereafter incurred.



 



    The provisions of this Article XII define the subordination
    of the Securities, as obligations of the Company, with respect
    to Senior Indebtedness of the Company, as defined for the
    Company. All such provisions shall also be deemed to apply in
    the same way (mutatis mutandis) to each Guarantor, with
    appropriate corresponding references to the Senior Indebtedness
    of such Guarantor.



 



    No provision of this Article XII shall prevent the
    occurrence of any default or Event of Default hereunder.



 



    Section 12.02  Payments
    to Securityholders.  In the event and during
    the continuation of any default in the payment of principal,
    premium, interest or any other payment due on any Senior
    Indebtedness of the Company continuing beyond the period of
    grace, if any, specified in the instrument or lease evidencing
    such Senior Indebtedness of the Company, then, unless and until
    such default shall have been cured or waived or shall have
    ceased to exist, no payment shall be made by the Company with
    respect to the principal of, or






    

    44








 







    premium, if any, or interest on the Securities, except sinking
    fund payments made by the acquisition of Securities under
    Section 11.08 prior to the happening of such default and
    payments made pursuant to Article IV hereof from monies
    deposited with the Trustee pursuant thereto prior to the
    happening of such default.



 



    Upon any payment by the Company, or distribution of assets of
    the Company of any kind or character, whether in cash, property
    or securities, to creditors upon any dissolution or
    winding-up
    or liquidation or reorganization of the Company, whether
    voluntary or involuntary or in bankruptcy, insolvency,
    receivership or other proceedings, all amounts due or to become
    due upon all Senior Indebtedness of the Company shall first be
    paid in full, or payment thereof provided for in money in
    accordance with its terms, before any payment is made on account
    of the principal (and premium, if any) or interest on the
    Securities (except payments made pursuant to Article IV
    hereof from monies deposited with the Trustee pursuant thereto
    prior to the happening of such dissolution,
    winding-up,
    liquidation or reorganization); and upon any such dissolution or
    winding-up
    or liquidation or reorganization any payment by the Company, or
    distribution of assets of the Company of and kind or character,
    whether in cash, property or securities, to which the holders of
    the Securities or the Trustee would be entitled, except for the
    provisions of this Article XII, shall (except as aforesaid)
    be paid by the Company or by any receiver, trustee in
    bankruptcy, liquidating trustee, agent or other Person making
    such payment or distribution, or by the holders of the
    Securities or by the Trustee under this Indenture if received by
    them or it, directly to the holders of Senior Indebtedness of
    the Company (pro rata to such holders on the basis of the
    respective amounts of Senior Indebtedness of the Company held by
    such holders, as calculated by the Company) or their
    representative or representatives, or to the trustee or trustees
    under any indenture pursuant to which any instruments evidencing
    any Senior Indebtedness of the Company may have been issued, as
    their respective interests may appear, to the extent necessary
    to pay all Senior Indebtedness of the Company in full, in money
    or money’s worth, after giving effect to any concurrent
    payment or distribution to or for the holders of Senior
    Indebtedness of the Company, before any payment or distribution
    is made to the holders of the Securities or to the Trustee.



 



    In the event that, notwithstanding the foregoing, any payment or
    distribution of assets of the Company of any kind or character,
    whether in cash, property or securities, prohibited by the
    foregoing, shall be received by the Trustee or the holders of
    the Securities before all Senior Indebtedness of the Company is
    paid in full, or provision is made for such payment in money in
    accordance with its terms, such payment or distribution shall be
    held in trust for the benefit of and shall be paid over or
    delivered to the holders of Senior Indebtedness of the Company
    or their representative or representatives, or to the trustee or
    trustees under any indenture pursuant to which any instruments
    evidencing any Senior Indebtedness of the Company may have been
    issued, as their respective interests may appear, as calculated
    by the Company, for application to the payment of all Senior
    Indebtedness of the Company remaining unpaid to the extent
    necessary to pay all Senior Indebtedness of the Company in full
    in money in accordance with its terms, after giving effect to
    any concurrent payment or distribution to or for the holders of
    such Senior Indebtedness.



 



    For purposes of this Article XII, the words, “cash,
    property or securities” shall not be deemed to include
    shares of stock of the Company as reorganized or readjusted, or
    securities of the Company or any other corporation provided for
    by a plan of reorganization or readjustment, the payment of
    which is subordinated at least to the extent provided in this
    Article XII with respect to the Securities to the payment
    of all Senior Indebtedness of the Company which may at the time
    be outstanding; provided that (i) the Senior Indebtedness
    of the Company is assumed by the new corporation, if any,
    resulting from any such reorganization or readjustment, and
    (ii) the rights of the holders of the Senior Indebtedness
    of the Company (other than leases) and of leases which are
    assumed are not, without the consent of such holders, altered by
    such reorganization or readjustment. The consolidation of the
    Company with, or the merger of the Company into, another
    corporation or the liquidation or dissolution of the Company
    following the conveyance or transfer of its property as an
    entirety, or substantially as an entirety, to another
    corporation upon the terms and conditions provided for in
    Article VIII hereof shall not be deemed a dissolution,
    winding-up,
    liquidation or reorganization for the purposes of this
    Section 12.02 if such other corporation shall, as a part of
    such consolidation, merger, conveyance or transfer, comply with
    the conditions stated in Article VIII hereof. Nothing in
    this Section 12.02 shall apply to claims of, or payments
    to, the Trustee under or pursuant to Section 6.07.





    

    45








 






 



    Section 12.03  Subrogation
    of Securities.  Subject to the payment in full
    of all Senior Indebtedness of the Company, the rights of the
    holders of the Securities shall be subrogated to the rights of
    the holders of Senior Indebtedness of the Company to receive
    payments or distributions of cash, property or securities of the
    Company applicable to the Senior Indebtedness of the Company
    until the principal of (and premium, if any) and interest on the
    Securities shall be paid in full; and, for the purposes of such
    subrogation, no payments or distributions to the holders of the
    Senior Indebtedness of the Company of any cash, property or
    securities to which the holders of the Securities or the Trustee
    would be entitled except for the provisions of this
    Article XII no payment over pursuant to the provisions of
    this Article XII, to or for the benefit of the holders of
    Senior Indebtedness of the Company by holders of the Securities
    or the Trustee, shall, as between the Company, its creditors
    other than holders of Senior Indebtedness of the Company, and
    the holders of the Securities, be deemed to be a payment by the
    Company to or on account of the Senior Indebtedness of the
    Company. It is understood that the provisions of this
    Article XII are and are intended solely for the purpose of
    defining the relative rights of the holders of the Securities,
    on the one hand, and the holders of the Senior Indebtedness of
    the Company, on the other hand.



 



    Nothing contained in this Article XII or elsewhere in this
    Indenture or in the Securities is intended to or shall impair,
    as between the Company, its creditors other than the holders of
    its Senior Indebtedness, and the holders of the Securities, the
    obligation of the Company, which is absolute and unconditional,
    to pay to the holders of the Securities the principal of (and
    premium, if any) and interest on the Securities as and when the
    same shall become due and payable in accordance with their
    terms, or is intended to or shall affect the relative rights of
    the holders of the Securities and creditors of the Company other
    than the holders of its Senior Indebtedness, nor shall anything
    herein or therein prevent the Trustee or the holder of any
    Security from exercising all remedies otherwise permitted by
    applicable law upon default under this Indenture, subject to the
    rights, if any, under this Article XII of the holders of
    Senior Indebtedness of the Company in respect of cash, property
    or securities of the Company received upon the exercise of any
    such remedy.



 



    Upon any payment or distribution of assets of the Company
    referred to in this Article XII, the Trustee, subject to
    the provisions of Section 6.01, and the holders of the
    Securities shall be entitled to rely upon any order or decree
    made by any court of competent jurisdiction in which such
    dissolution,
    winding-up,
    liquidation or reorganization proceedings are pending, or a
    certificate of the receiver, trustee in bankruptcy, liquidating
    trustee, agent or other Person making such payment or
    distribution, delivered to the Trustee or to the holders of the
    Securities, for the purpose of ascertaining the Persons entitled
    to participate in such distribution, the holders of the Senior
    Indebtedness and other indebtedness of the Company, the amount
    thereof or payable thereon, the amount or amounts paid or
    distributed thereon and all other facts pertinent thereto or to
    this Article XII.



 



    Section 12.04  Authorization
    by Securityholders.  Each holder of a Security
    by his acceptance thereof authorizes and directs the Trustee in
    his behalf to take such action as may be necessary or
    appropriate to effectuate the subordination provided in this
    Article XII appoints the Trustee his
    attorney-in-fact
    for any and all such purposes.



 



    Section 12.05  Notice
    to Trustee.  The Company shall give prompt
    written notice to a Responsible Officer of the Trustee of any
    fact known to the Company which would prohibit the making of any
    payment of monies to or by the Trustee in respect of the
    Securities pursuant to the provisions of this Article XII.
    Notwithstanding the provisions of this Article XII or any
    other provision of this Indenture, the Trustee shall not be
    charged with knowledge of the existence of any facts which would
    prohibit the making of any payment of monies to or by the
    Trustee in respect of the Securities pursuant to the provisions
    of this Article XII, unless and until a Responsible Officer
    of the Trustee shall have received written notice thereof at the
    Corporate Trust Office of the Trustee from the Company or a
    holder or holders of Senior Indebtedness or from any trustee
    therefor; and before the receipt of any such written notice, the
    Trustee, subject to the provisions of Section 6.01, shall
    be entitled in all respects to assume that no such facts exist;
    provided that if on a date not fewer than three Business Days
    prior to the date upon which by the terms hereof any such monies
    may become payable for any purpose (including, without
    limitation, the payment of the principal of (or premium, if any)
    or interest on any Security) the Trustee shall not have
    received, with respect to such monies, the notice provided for
    in this Section 12.05, then, anything herein contained to
    the contrary notwithstanding, the Trustee shall have full power
    and authority to receive such monies and to apply the same to
    the purpose for which






    

    46








 







    they were received, and shall not be affected by any notice to
    the contrary which may be received by it on or after such prior
    date.



 



    Notwithstanding anything to the contrary hereinbefore set forth,
    nothing shall prevent any payment by the Company or the Trustee
    to the Securityholders of monies in connection with a redemption
    of Securities if (i) notice of such redemption has been
    given pursuant to Article XI or Section 4.01 hereof
    prior to the receipt by the Trustee of written notice as
    aforesaid, and (ii) such notice of redemption is given not
    earlier than 60 days before the redemption date.



 



    The Trustee conclusively shall be entitled to rely on the
    delivery to it of a written notice by a Person representing
    himself to be a holder of Senior Indebtedness of the Company (or
    a trustee on behalf of such holder) to establish that such
    notice has been given by a holder of Senior Indebtedness of the
    Company or a trustee on behalf of any such holder or holders. In
    the event that the Trustee determines in good faith that further
    evidence is required with respect to the right of any Person as
    a holder of Senior Indebtedness of the Company to participate in
    any payment or distribution pursuant to this Article XII,
    the Trustee may request such Person to furnish evidence to the
    reasonable satisfaction of the Trustee as to the amount of
    Senior Indebtedness of the Company held by such Person, the
    extent to which such Person is entitled to participate in such
    payment or distribution and any other facts pertinent to the
    rights of such Person under this Article XII, and if such
    evidence is not furnished the Trustee may defer any payment to
    such Person pending judicial determination as to the right of
    such Person to receive such payment.



 



    Section 12.06  Trustee’s
    Relation to Senior Indebtedness.  The Trustee
    in its individual capacity shall be entitled to all the rights
    set forth in this Article XII in respect of any Senior
    Indebtedness of the Company at any time held by it, to the same
    extent as any other holder of Senior Indebtedness of the Company
    and nothing elsewhere in this Indenture shall deprive the
    Trustee of any of its rights as such holder.



 



    With respect to the holders of Senior Indebtedness of the
    Company, the Trustee undertakes to perform or to observe only
    such of its covenants and obligations as are specifically set
    forth in this Article XII, and no implied covenants or
    obligations with respect to the holders of Senior Indebtedness
    of the Company shall be read into this Indenture against the
    Trustee. The Trustee shall not be deemed to owe any fiduciary
    duty to the holders of Senior Indebtedness of the Company and
    the Trustee shall not be liable to any holder of Senior
    Indebtedness of the Company if it shall pay over or deliver to
    holders of Securities, the Company or any other Person money or
    assets to which any holder of Senior Indebtedness of the Company
    shall be entitled by virtue of this Article XII or
    otherwise.



 



    Section 12.07  No
    Impairment of Subordination.  No right of any
    present or future holder of any Senior Indebtedness to enforce
    subordination as herein provided shall at any time in any way be
    prejudiced or impaired by any act or failure to act on the part
    of the Company or by any act or failure to act, in good faith,
    by any such holder, or by any noncompliance by the Company with
    the terms, provisions and covenants of this Indenture,
    regardless of any knowledge thereof which any such holder may
    have or otherwise be charge with.



 



    Section 12.08  Rights
    of Trustee.  Nothing in this Article XII
    shall apply to claims of or payments to, the Trustee pursuant to
    Section 6.07 or 4.02.



 



    Section 12.09  Article XII
    Applicable to Paying Agents.  The term
    “Trustee” as used in this Article XII, shall
    (unless the context otherwise requires) be construed as
    extending to and including the Paying Agent within its meaning
    as fully for all intents and purposes as if the Paying Agent
    were named in this Article XII in addition to in place of
    the Trustee; provided, however, that Sections 12.06 and
    12.08 shall not apply to the Company or any Affiliate of the
    Company if it or such Affiliate acts as Paying Agent.



 




    ARTICLE XIII

    



 




    Conversion



 



    Section 13.01  Conversion
    Privilege.  In the event that this
    Article XIII is specified to be applicable to a series of
    Securities pursuant to Section 3.01, the Holder of a
    Security of such series shall have the right, at such
    Holder’s option, to convert, in accordance with the terms
    of such series of Securities and this Article XIII, all or
    any part (in a denomination of, unless otherwise specified in a
    Board Resolution or indenture supplemental hereto with respect
    to Securities of such series, $1,000 in principal amount or any
    integral






    

    47








 







    multiple thereof) of such Security into shares of Common Stock
    or other Marketable Securities specified in such Board
    Resolution or any indenture supplement hereto at any time or, as
    to any Securities called for redemption, at any time prior to
    the time and date fixed for such redemption (unless the Company
    shall default in the payment of the Redemption Price, in
    which case such right shall not terminate at such time and date).



 



    Section 13.02  Conversion
    Procedure; Rescission of Conversion; Conversion Price;
    Fractional Shares.  (a) Each Security to
    which this Article is applicable shall be convertible at the
    office of the Conversion Agent, and at such other place or
    places, if any, specified in a Board Resolution with respect to
    the Securities of such series, into fully paid and nonassessable
    shares (calculated to the nearest 1/100th of a share) of
    Common Stock or other Marketable Securities. The Securities will
    be converted into shares of Common Stock or such other
    Marketable Securities at the Conversion Price therefor. No
    payment or adjustment shall be made in respect of dividends on
    the Common Stock or such other Marketable Securities, or accrued
    interest on a converted Security except as described in
    Section 13.09. The Company may, but shall not be required,
    in connection with any conversion of Securities, to issue a
    fraction of a share of Common Stock or of such other Marketable
    Security, and, if the Company shall determine not to issue any
    such fraction, the Company shall, subject to
    Section 13.03(4), make a cash payment (calculated to the
    nearest cent) equal to such fraction multiplied by the Closing
    Price of the Common Stock or such other Marketable Security on
    the last Trading Day prior to the date of conversion.



 



    (b) Before any Holder of a Security shall be entitled to
    convert the same into Common Stock or other Marketable
    Securities, such Holder shall surrender such Security duly
    endorsed to the Company or in blank, at the office of the
    Conversion Agent or at such other place or places, if any,
    specified in a Board Resolution or indenture supplemental hereto
    with respect to the Securities of such series, and shall give
    written notice to the Company at said office or place that he
    elects to convert the same and shall state in writing therein
    the principal amount of Securities to be converted and the name
    or names (with addresses) in which he wishes the certificate or
    certificates for Common Stock or for such other Marketable
    Securities to be issued; provided, however, that no Security or
    portion thereof shall be accepted for conversion unless the
    principal amount of such Security or such portion, when added to
    the principal amount of all other Securities or portions thereof
    then being surrendered by the Holder thereof for conversion,
    exceeds the then effective Conversion Price with respect
    thereto. If more than one Security shall be surrendered for
    conversion at one time by the same Holder, the number of full
    shares of Common Stock or such other Marketable Securities which
    shall be deliverable upon conversion shall be computed on the
    basis of the aggregate principal amount of the Securities (or
    specified portions thereof to the extent permitted thereby) so
    surrendered. Subject to the next succeeding sentence, the
    Company will, as soon as practicable thereafter, issue and
    deliver at said office or place to such Holder of a Security, or
    to his nominee or nominees, certificates for the number of full
    shares of Common Stock or other Marketable Security to which he
    shall be entitled as aforesaid, together, subject to the last
    sentence of paragraph (a) above, with cash in lieu of
    any fraction of a share to which he would otherwise be entitled.
    The Company shall not be required to deliver certificates for
    shares of Common Stock or other Marketable Securities while the
    stock transfer books for such stock or the transfer books for
    such Marketable Securities, as the case may be, or the Security
    Register are duly closed for any purpose, but certificates for
    shares of Common Stock or other Marketable Securities shall be
    issued and delivered as soon as practicable after the opening of
    such books or Security Register. A Security shall be deemed to
    have been converted as of the close of business on the date of
    the surrender of such Security for conversion as provided above,
    and the person or persons entitled to receive the Common Stock
    or other Marketable Securities issuable upon such conversion
    shall be treated for all purposes as the record Holder or
    Holders of such Common Stock or other Marketable Securities as
    of the close of business on such date. In case any Security
    shall be surrendered for partial conversion, the Company shall
    execute and the Trustee shall authenticate and deliver to or
    upon the written order of the Holder of the Securities so
    surrendered, without charge to such Holder (subject to the
    provisions of Section 13.08), a new Security or Securities
    in authorized denominations in an aggregate principal amount
    equal to the unconverted portion of the surrendered Security.



 



    (c) Notwithstanding anything to the contrary contained
    herein, in the event the Company shall have rescinded a
    redemption of Securities pursuant to Section 11.09 hereof,
    any Holder of Securities that shall have surrendered Securities
    for conversion following the day on which notice of the
    subsequently rescinded redemption shall have been given but
    prior to the later of (a) the close of business on the
    Trading Day next






    

    48








 







    succeeding the date on which public announcement of the
    rescission of such redemption shall have been made and
    (b) the date of the mailing of the notice of rescission
    required by Section 11.09 hereof (a “Converting
    Holder”) may rescind the conversion of such Securities
    surrendered for conversion by (i) properly completing a
    form prescribed by the Company and mailed to Holders of
    Securities (including Converting Holders) with the
    Company’s notice of rescission, which form shall provide
    for the certification by any Converting Holder rescinding a
    conversion on behalf of any beneficial owner (within the meaning
    of
    Rule 13d-3
    under the Securities Exchange Act of 1934) of Securities
    that the beneficial ownership (within the meaning of such Rule)
    of such Securities shall not have changed from the date on which
    such Securities were surrendered for conversion to the date of
    such certification and (ii) delivering such form to the
    Company no later than the close of business on that date which
    is fifteen Trading Days following the date of the mailing of the
    Company’s notice of rescission. The delivery of such form
    by a Converting Holder shall be accompanied by (x) any
    certificates representing shares of Common Stock or other
    securities issued to such Converting Holder upon a conversion of
    Securities that shall be rescinded by the proper delivery of
    such form (the ‘‘Surrendered Securities”),
    (y) any securities, evidences of indebtedness or assets
    (other than cash) distributed by the Company to such Converting
    Holder by reason of such Converting Holder being a record holder
    of Surrendered Securities and (z) payment in New York
    Clearing House funds or other funds acceptable to the Company of
    an amount equal to the sum of (I) any cash such Converting
    Holder may have received in lieu of the issuance of fractional
    Surrendered Securities and (II) any cash paid or payable by
    the Company to such Converting Holder by reason of such
    Converting Holder being a record holder of Surrendered
    Securities. Upon receipt by the Company of any such form
    properly completed by a Converting Holder and any certificates,
    securities, evidences of indebtedness, assets or cash payments
    required to be returned by such Converting Holder to the Company
    as set forth above, the Company shall instruct the transfer
    agent or agents for shares of Common Stock or other securities
    to cancel any certificates representing Surrendered Securities
    (which Surrendered Securities shall be deposited in the treasury
    of the Company) and shall instruct the Registrar to reissue
    certificates representing Securities to such Converting Holder
    (which Securities shall be deemed to have been outstanding at
    all times during the period following their surrender for
    conversion). The Company shall, as promptly as practicable, and
    in no event more than five Trading Days following the receipt of
    any such properly completed form and any such certificates,
    securities, evidences of indebtedness, assets or cash payments
    required to be so returned, pay to the Holder of Securities
    surrendered to the Company pursuant to a rescinded conversion or
    as otherwise directed by such Holder any interest paid or other
    payment made to Holders of Securities during the period from the
    time such Securities shall have been surrendered for conversion
    to the rescission of such conversion. All questions as to the
    validity, form, eligibility (including time of receipt) and
    acceptance of any form submitted to the Company to rescind the
    conversion of Securities, including questions as to the proper
    completion or execution of any such form or any certification
    contained therein, shall be resolved by the Company, whose
    determination shall be final and binding.



 



    Section 13.03  Adjustment
    of Conversion Price for Common Stock or Marketable
    Securities.  The Conversion Price with respect
    to any Security which is convertible into Common Stock or other
    Marketable Securities shall be adjusted from time to time as
    follows:



 



    (1) In case the Company shall, at any time or from time to
    time while any of such Securities are outstanding, (i) pay
    a dividend in shares of its Common Stock or other Marketable
    Securities, (ii) combine its outstanding shares of Common
    Stock or other Marketable Securities into a smaller number of
    shares or securities, (iii) subdivide its outstanding
    shares of Common Stock or other Marketable Securities or
    (iv) issue by reclassification of its shares of Common
    Stock or other Marketable Securities any shares of stock or
    other Marketable Securities of the Company, then the Conversion
    Price in effect immediately before such action shall be adjusted
    so that the Holders of such Securities, upon conversion thereof
    into Common Stock or other Marketable Securities immediately
    following such event, shall be entitled to receive the kind and
    amount of shares of capital stock of the Company or other
    Marketable Securities which they would have owned or been
    entitled to receive upon or by reason of such event if such
    Securities had been converted immediately before the record date
    (or, if no record date, the effective date) for such event. An
    adjustment made pursuant to this Section 13.03(1) shall
    become effective retroactively immediately after the record date
    in the case of a dividend or distribution and shall become
    effective retroactively immediately after the effective date in
    the case of a subdivision, combination or






    

    49








 







    reclassification. For the purposes of this
    Section 13.03(1), each Holder of Securities shall be deemed
    to have failed to exercise any right to elect the kind or amount
    of securities receivable upon the payment of any such dividend,
    subdivision, combination or reclassification (provided that if
    the kind or amount of securities receivable upon such dividend,
    subdivision, combination or reclassification is not the same for
    each nonelecting share, then the kind and amount of securities
    or other property receivable upon such dividend, subdivision,
    combination or reclassification for each nonelecting share shall
    be deemed to be the kind and amount so receivable per share by a
    plurality of the nonelecting shares).



 



    (2) In case the Company shall, at any time or from time to
    time while any of such Securities are outstanding, issue rights
    or warrants to all holders of shares of its Common Stock or
    other Marketable Securities entitling them (for a period
    expiring within 45 days after the record date for such
    issuance) to subscribe for or purchase shares of Common Stock or
    other Marketable Securities (or securities convertible into
    shares of Common Stock or other Marketable Securities) at a
    price per share less than the Current Market Price of the Common
    Stock or other Marketable Securities at such record date
    (treating the price per share of the securities convertible into
    Common Stock or other Marketable Securities as equal to
    (x) the sum of (i) the price for a unit of the
    security convertible into Common Stock or other Marketable
    Securities plus (ii) any additional consideration initially
    payable upon the conversion of such security into Common Stock
    or other Marketable Securities divided by (y) the number of
    shares of Common Stock or other Marketable Securities initially
    underlying such convertible security), the Conversion Price with
    respect to such Securities shall be adjusted so that it shall
    equal the price determined by dividing the Conversion Price in
    effect immediately prior to the date of issuance of such rights
    or warrants by a fraction, the numerator of which shall be the
    number of shares of Common Stock or other Marketable Securities
    outstanding on the date of issuance of such rights or warrants
    plus the number of additional shares of Common Stock or other
    Marketable Securities offered for subscription or purchase (or
    into which the convertible securities so offered are initially
    convertible), and the denominator of which shall be the number
    of shares of Common Stock or other Marketable Securities
    outstanding on the date of issuance of such rights or warrants
    plus the number of shares or securities which the aggregate
    offering price of the total number of shares or securities so
    offered for subscription or purchase (or the aggregate purchase
    price of the convertible securities so offered plus the
    aggregate amount of any additional consideration initially
    payable upon conversion of such Securities into Common Stock or
    other Marketable Securities) would purchase at such Current
    Market Price of the Common Stock or other Marketable Securities.
    Such adjustment shall become effective retroactively immediately
    after the record date for the determination of stockholders
    entitled to receive such rights or warrants.



 



    (3) In case the Company shall, at any time or from time to
    time while any of such Securities are outstanding, distribute to
    all holders of shares of its Common Stock or other Marketable
    Securities (including any such distribution made in connection
    with a consolidation or merger in which the Company is the
    continuing corporation and the Common Stock or other Marketable
    Securities are not changed or exchanged) cash, evidences of its
    indebtedness, securities or assets (excluding (i) regular
    periodic cash dividends in amounts, if any, determined from time
    to time by the Board of Directors, (ii) in dividends
    payable in shares of Common Stock or other Marketable Securities
    for which adjustment is made under Section 13.03(1) or
    (iii) rights or warrants to subscribe for or purchase
    securities of the Company (excluding those referred to in
    Section 13.03(2)), then in each such case the Conversion
    Price with respect to such Securities shall be adjusted so that
    it shall equal the price determined by dividing the Conversion
    Price in effect immediately prior to the date of such
    distribution by a fraction, the numerator of which shall be the
    Current Market Price of the Common Stock or other Marketable
    Securities on the record date referred to below, and the
    denominator of which shall be such Current Market Price of the
    Common Stock or other Marketable Securities less the then fair
    market value (as determined by the Board of Directors of the
    Company, whose determination shall be conclusive) of the portion
    of the cash or assets or evidences of indebtedness or securities
    so distributed or of such subscription rights or warrants
    applicable to one share of Common Stock or one other Marketable
    Security (provided that such denominator shall never be less
    than 1.0); provided, however, that no adjustment shall be made
    with respect to any distribution of rights to purchase
    securities of the Company if a Holder of Securities would
    otherwise be entitled to receive such rights upon conversion at
    any time of such Securities into Common






    

    50








 







    Stock or other Marketable Securities unless such rights are
    subsequently redeemed by the Company, in which case such
    redemption shall be treated for purposes of this Section as a
    dividend on the Common Stock or other Marketable Securities.
    Such adjustment shall become effective retroactively immediately
    after the record date for the determination of stockholders or
    holders of Marketable Securities entitled to receive such
    distribution; and in the event that such distribution is not so
    made, the Conversion Price shall again be adjusted to the
    Conversion Price which would then be in effect if such record
    date had not been fixed.



 



    (4) The Company shall be entitled to make such additional
    adjustments in the Conversion Price, in addition to those
    required by subsections 13.03(1), 13.03(2) and 13.03(3), as
    shall be necessary in order that any dividend or distribution of
    Common Stock or other Marketable Securities, any subdivision,
    reclassification or combination of shares of Common Stock or
    other Marketable Securities or any issuance of rights or
    warrants referred to above shall not be taxable to the holders
    of Common Stock or other Marketable Securities for United States
    Federal income tax purposes.



 



    (5) In any case in which this Section 13.03 shall
    require that any adjustment be made effective as of or
    retroactively immediately following a record date, the Company
    may elect to defer (but only for five Trading Days following the
    filing of the statement referred to in Section 13.05)
    issuing to the Holder of any Securities converted after such
    record date the shares of Common Stock and other capital stock
    of the Company or other Marketable Securities issuable upon such
    conversion over and above the shares of Common Stock and other
    capital stock of the Company or other Marketable Securities
    issuable upon such conversion on the basis of the Conversion
    Price prior to adjustment; provided, however, that the Company
    shall deliver to such Holder a due bill or other appropriate
    instrument evidencing such Holder’s right to receive such
    additional shares upon the occurrence of the event requiring
    such adjustment.



 



    (6) All calculations under this Section 13.03 shall be
    made to the nearest cent or one-hundredth of a share or
    security, with one-half cent and .005 of a share, respectively,
    being rounded upward. Notwithstanding any other provision of
    this Section 13.03, the Company shall not be required to
    make any adjustment of the Conversion Price unless such
    adjustment would require an increase or decrease of at least 1%
    of such price. Any lesser adjustment shall be carried forward
    and shall be made at the time of and together with the next
    subsequent adjustment which, together with any adjustment or
    adjustments so carried forward, shall amount to an increase or
    decrease of at least 1% in such price. Any adjustments under
    this Section 13.03 shall be made successively whenever an
    event requiring such an adjustment occurs.



 



    (7) In the event that at any time, as a result of an
    adjustment made pursuant to this Section 13.03, the Holder
    of any Security thereafter surrendered for conversion shall
    become entitled to receive any shares of stock of or other
    Marketable Securities of the Company other than shares of Common
    Stock or Marketable Securities into which the Securities
    originally were convertible, the Conversion Price of such other
    shares or Marketable Securities so receivable upon conversion of
    any such Security shall be subject to adjustment from time to
    time in a manner and on terms as nearly equivalent as
    practicable to the provisions with respect to Common Stock and
    Marketable Securities contained in
    subparagraphs (1) through (6) of this
    Section 13.03, and the provision of Sections 13.01,
    13.02 and 13.04 through 13.09 with respect to the Common Stock
    or other Marketable Securities shall apply on like or similar
    terms to any such other shares or Marketable Securities and the
    determination of the Board of Directors as to any such
    adjustment shall be conclusive.



 



    (8) No adjustment shall be made pursuant to this
    Section (i) if the effect thereof would be to reduce the
    Conversion Price below the par value (if any) of the Common
    Stock or other Marketable Security, if any, or (ii) subject
    to Section 13.03(5) hereof, with respect to any Security
    that is converted prior to the time such adjustment otherwise
    would be made.



 



    Section 13.04  Consolidation
    or Merger of the Company.  In case of either
    (a) any consolidation or merger to which the Company is a
    party, other than a merger or consolidation in which the Company
    is the surviving or continuing corporation and which does not
    result in a reclassification of, or change (other than a change
    in par value or from par value to no par value or from no par
    value to par value, as a result of a subdivision or combination)
    in, outstanding shares of Common Stock or other Marketable
    Securities or (b) any






    

    51








 







    sale or conveyance of all or substantially all of the property
    and assets of the Company to another Person, then each Security
    then Outstanding shall be convertible from and after such
    merger, consolidation, sale or conveyance of property and assets
    into the kind and amount of shares of stock or other securities
    and property (including cash) receivable upon such
    consolidation, merger, sale or conveyance by a holder of the
    number of shares of Common Stock or other Marketable Securities
    into which such Securities would have been converted immediately
    prior to such consolidation, merger, sale or conveyance, subject
    to adjustments which shall be as nearly equivalent as may be
    practicable to the adjustments provided for in this
    Article XIII (and assuming such holder of Common Stock or
    other Marketable Securities failed to exercise his rights of
    election, if any, as to the kind or amount of securities, cash
    or other property (including cash) receivable upon such
    consolidation, merger, sale or conveyance (provided that, if the
    kind or amount of securities, cash or other property (including
    cash) receivable upon such consolidation, merger, sale or
    conveyance is not the same for each nonelecting share, then the
    kind and amount of securities, cash or other property (including
    cash) receivable upon such consolidation, merger, sale or
    conveyance for each nonelecting share, shall be deemed to be the
    kind and amount so receivable per share by a plurality of the
    nonelecting shares or securities)). The Company shall not enter
    into any of the transactions referred to in clause (a) or
    (b) of the preceding sentence unless effective provision
    shall be made so as to give effect to the provisions set forth
    in this Section 13.04. The provisions of this
    Section 13.04 shall apply similarly to successive
    consolidations, mergers, sales or conveyances.



 



    Section 13.05  Notice
    of Adjustment.  Whenever an adjustment in the
    Conversion Price with respect to a series of Securities is
    required:



 



    (1) the Company shall forthwith place on file with the
    Trustee and any Conversion Agent for such Securities a
    certificate of the Treasurer of the Company, stating the
    adjusted Conversion Price determined as provided herein and
    setting forth in reasonable detail such facts as shall be
    necessary to show the reason for and the manner of computing
    such adjustment, such certificate to be conclusive evidence that
    the adjustment is correct; and



 



    (2) a notice stating that the Conversion Price has been
    adjusted and setting forth the adjusted Conversion Price shall
    forthwith be mailed, first class postage prepaid, by the Company
    to the Holders of record of such Outstanding Securities.



 



    Section 13.06  Notice
    in Certain Events.  In case:



 



    (1) of a consolidation or merger to which the Company is a
    party and for which approval of any stockholders of the Company
    is required, or of the sale or conveyance to another person or
    entity or group of persons or entities acting in concert as a
    partnership, limited partnership, syndicate or other group
    (within the meaning of Rule
    13d-3 under
    the Securities Exchange Act of 1934) of all or
    substantially all of the property and assets of the
    Company; or



 



    (2) of the voluntary or involuntary dissolution,
    liquidation or winding up of the Company; or



 



    (3) of any action triggering an adjustment of the
    Conversion Price pursuant to this Article XIII;



 



    then, in each case, the Company shall cause to be filed with the
    Trustee and the Agent for the applicable Securities, and shall
    cause to be mailed, first class postage prepaid, to the Holders
    of record of applicable Securities, at least fifteen
    (15) days prior to the applicable date hereinafter
    specified, a notice stating (x) the date on which a record
    is to be taken for the purpose of any distribution or grant of
    rights or warrants triggering an adjustment to the Conversion
    Price pursuant to this Article XIII, or, if a record is not
    to be taken, the date as of which the holders of record of
    Common Stock or other Marketable Securities entitled to such
    distribution, rights or warrants are to be determined, or
    (y) the date on which any reclassification, consolidation,
    merger, sale, conveyance, dissolution, liquidation or winding up
    triggering an adjustment to the Conversion Price pursuant to
    this Article XIII is expected to become effective, and the
    date as of which it is expected that holders of Common Stock or
    other Marketable Securities of record shall be entitled to
    exchange their Common Stock or other Marketable Securities for
    securities or other property deliverable upon such
    reclassification, consolidation, merger, sale, conveyance,
    dissolution, liquidation or winding up.



 



    Failure to give such notice or any defect therein shall not
    affect the legality or validity of the proceedings described in
    clause (1), (2) or (3) of this Section.





    

    52








 






 



    Section 13.07  Company
    to Reserve Stock or other Marketable Securities; Registration;
    Listing.  (a) The Company shall at all
    times reserve and keep available, free from preemptive rights,
    out of its authorized but unissued shares of Common Stock or
    other Marketable Securities, for the purpose of effecting the
    conversion of the Securities, such number of its duly authorized
    shares of Common Stock or number or principal amount of other
    Marketable Securities as shall from time to time be sufficient
    to effect the conversion of all applicable outstanding
    Securities into such Common Stock or other Marketable Securities
    at any time (assuming that, at the time of the computation of
    such number of shares or securities, all such Securities would
    be held by a single Holder); provided, however, that nothing
    contained herein shall preclude the Company from satisfying its
    obligations in respect of the conversion of the Securities by
    delivery of purchased shares of Common Stock or other Marketable
    Securities which are held in the treasury of the Company. The
    Company shall from time to time, in accordance with the laws of
    the State of Delaware, use its commercially reasonable efforts
    to cause the authorized amount of the Common Stock or other
    Marketable Securities to be increased if the aggregate of the
    authorized amount of the Common Stock or other Marketable
    Securities remaining unissued and the issued shares of such
    Common Stock or other Marketable Securities in its treasury
    (other than any such shares reserved for issuance in any other
    connection) shall not be sufficient to permit the conversion of
    all Securities.



 



    (b) If any shares of Common Stock or other Marketable
    Securities which would be issuable upon conversion of Securities
    hereunder require registration with or approval of any
    governmental authority before such shares or securities may be
    issued upon such conversion, the Company will in good faith and
    as expeditiously as possible endeavor to cause such shares or
    securities to be duly registered or approved, as the case may
    be. The Company will endeavor to list the shares of Common Stock
    or other Marketable Securities required to be delivered upon
    conversion of the Securities prior to such delivery upon the
    principal national securities exchange upon which the
    outstanding Common Stock or other Marketable Securities is
    listed at the time of such delivery.



 



    Section 13.08  Taxes
    on Conversion.  The Company shall pay any and
    all documentary, stamp or similar issue or transfer taxes that
    may be payable in respect of the issue or delivery of shares of
    Common Stock or other Marketable Securities on conversion of
    Securities pursuant hereto. The Company shall not, however, be
    required to pay any such tax which may be payable in respect of
    any transfer involved in the issue or delivery of shares of
    Common Stock or other Marketable Securities or the portion, if
    any, of the Securities which are not so converted in a name
    other than that in which the Securities so converted were
    registered, and no such issue or delivery shall be made unless
    and until the person requesting such issue has paid to the
    Company the amount of such tax or has established to the
    satisfaction of the Company that such tax has been paid.



 



    Section 13.09  Conversion
    After Record Date.  If any Securities are
    surrendered for conversion subsequent to the record date
    preceding an Interest Payment Date but on or prior to such
    Interest Payment Date (except Securities called for redemption
    on a Redemption Date between such record date and Interest
    Payment Date), the Holder of such Securities at the close of
    business on such record date shall be entitled to receive the
    interest payable on such securities on such Interest Payment
    Date notwithstanding the conversion thereof. Securities
    surrendered for conversion during the period from the close of
    business on any record date next preceding any Interest Payment
    Date to the opening of business on such Interest Payment Date
    shall (except in the case of Securities which have been called
    for redemption on a Redemption Date within such period) be
    accompanied by payment in New York Clearing House funds or other
    funds acceptable to the Company of an amount equal to the
    interest payable on such Interest Payment Date on the Securities
    being surrendered for conversion. Except as provided in this
    Section 13.09, no adjustments in respect of payments of
    interest on Securities surrendered for conversion or any
    dividends or distributions or interest on the Common Stock or
    other Marketable Securities issued upon conversion shall be made
    upon the conversion of any Securities.



 



    Section 13.10  Corporate
    Action Regarding Par Value of Common
    Stock.  Before taking any action which would
    cause an adjustment reducing the applicable Conversion Price
    below the then par value (if any) of the shares of Common Stock
    or other Marketable Securities deliverable upon conversion of
    the Securities, the Company will take any corporate action which
    may, in the opinion of its counsel, be necessary in order that
    the Company may validly and legally issue fully paid and
    nonassessable shares of Common Stock or other Marketable
    Securities at such adjusted Conversion Price.





    

    53








 






 



    Section 13.11  Company
    Determination Final.  Any determination that
    the Company or the Board of Directors must make pursuant to this
    Article is conclusive.



 



    Section 13.12  Trustee’s
    Disclaimer.  The Trustee has no duty to
    determine when an adjustment under this Article should be made,
    how it should be made or what it should be. The Trustee makes no
    representation as to the validity or value of any securities or
    assets issued upon conversion of Securities. The Trustee shall
    not be responsible for the Company’s failure to comply with
    this Article. Each Conversion Agent other than the Company shall
    have the same protection under this Section as the Trustee.



 




    ARTICLE XIV

    



 




    Guarantees



 



    Section 14.01  Guarantees.  Any
    series of Securities may be guaranteed by one or more of the
    Subsidiaries of the Company or other Persons. The terms and the
    form of any such Guarantee will be established in the manner
    contemplated by Section 3.01 for the particular series of
    Securities. Each Guarantor, as primary obligor and not merely as
    surety, will fully, irrevocably and unconditionally guarantee,
    on a subordinated basis, to each Holder of Securities (including
    each Holder of Securities issued under the Indenture after the
    date of this Indenture) and to the Trustee and its successors
    and assigns (i) the full and punctual payment of principal
    of and interest on the Securities when due, whether at maturity,
    by acceleration, by redemption or otherwise, and all other
    monetary obligations of the Company under this Indenture
    (including obligations to the Trustee) and the Securities and
    (ii) the full and punctual performance within applicable
    grace periods of all other obligations of the Company under this
    Indenture and the Securities. The obligations of each Guarantor
    under any such Guarantee will be junior and subordinated in
    right of payment to the Senior Indebtedness of such Guarantor in
    the same manner and to the same extent as the Securities are
    subordinated to the Senior Indebtedness of the Issuer.



 



    (a) Each of the Guarantors further agrees to waive
    presentment to, demand of payment from and protest to the
    Company or any other Person, and also waives diligence, notice
    of acceptance of its Guarantee, presentment, demand for payment,
    notice of protest for nonpayment, the filing of claims with a
    court in the event of merger or bankruptcy of the Company or any
    other Person and any right to require a proceeding first against
    the Company or any other Person. The obligations of the
    Guarantors shall not be affected by any failure or policy on the
    part of the Trustee to exercise any right or remedy under this
    Indenture or the Securities of any series.



 



    (b) The obligation of each Guarantor to make any payment
    hereunder may be satisfied by causing the Company or any other
    Person to make such payment. If any Holder of any Security or
    the Trustee is required by any court or otherwise to return to
    the Company or any Guarantor, or any custodian, trustee,
    liquidator or other similar official acting in relation to any
    of the Company or any Guarantor, any amount paid by any of them
    to the Trustee or such Holder, the Guarantee of such Guarantor,
    to the extent theretofore discharged, shall be reinstated in
    full force and effect.



 



    (c) Each Guarantor also agrees to pay any and all
    reasonable costs and expenses (including reasonable
    attorneys’ fees and expenses) incurred by the Trustee or
    any Holder of Securities in enforcing any of their respective
    rights under its Guarantees.



 



    (d) Any term or provision of this Indenture to the contrary
    notwithstanding, the maximum aggregate amount of each of the
    Guarantees shall not exceed the maximum amount that can be
    guaranteed by the relevant Guarantor without rendering the
    relevant Guarantee under this Indenture voidable under
    applicable law relating to fraudulent conveyance or fraudulent
    transfer or similar laws affecting the rights of creditors
    generally.





    

    54








 







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



 



    DANA HOLDING CORPORATION



 


			
	 	    By: 
	
    






    Name:




    Title:



 



    WELLS FARGO BANK, NATIONAL ASSOCIATION,

    as Trustee



 


			
	 	    By: 
	
    






    Name:




    Title: