**Exhibit4.1**

 

**EXECUTIONCOPY**

 

**COLONIALREALTY LIMITED PARTNERSHIP, AS OBLIGOR**

 

AND

 

BANKERS TRUST COMPANY,

 

AS TRUSTEE

 

 

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**INDENTURE**

 

DATED AS OF JULY 22,1996

 

 

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**DebtSecurities**

** **

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**TABLE OFCONTENTS**

 
| PARTIES                  |
|--------------------------|
| RECITALS  OF THE COMPANY |
| ARTICLE ONE         | DEFINITIONS AND OTHER PROVISIONS OF  GENERAL APPLICATION |
| SECTION 101.        | Definitions |
|                     | Acquisition Lines of  Credit |
|                     | Act |
|                     | Additional Amounts |
|                     | Adjusted Total Assets |
|                     | Affiliate |
|                     | Annual Service Charge |
|                     | Authenticating Agent |
|                     | Authorized Newspaper |
|                     | Bankruptcy Law |
|                     | Bearer Security |
|                     | Board of Directors |
|                     | Board Resolution |
|                     | Business Day |
|                     | CEDEL |
|                     | Colonial |
|                     | Commission |
|                     | Company |
|                     | Company Request |
|                     | Consolidated  Income Available for Debt Service |
|                     | Consolidated Net Income |
|                     | Conversion Event |
|                     | Corporate Trust Office |
|                     | corporation |
|                     | coupon |
|                     | CPHC |
|                     | Custodian |
|                     | Debt |
|                     | Defaulted Interest |
|                     | Disqualified Stock |
|                     | DTC |
|                     | Dollar or “$” |
|                     | ECU |
|                     | Euroclear |
|                     | European Communities |
|                     | European Monetary System |
|                     | Event of Default |
|                     | Exchange Act |
|                     | Foreign Currency |
|                     | GAAP |
|                     | Government Obligations |
|                     | Holder |
|                     | Indenture |
|                     | Indexed Security |
|                     | interest |
|                     | Interest Payment Date |
|                     | IPO |
|                     | Make-Whole Amount |
|                     | Maturity |
|                     | Officers’  Certificate |
|                     | Opinion of Counsel |

 

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|               | Original Issue  Discount Security                     |
|--------------------|-------------------------------------------------------|
|               | Outstanding                                           |
|               | Paying Agent                                          |
|               | Person                                                |
|               | Place of Payment                                      |
|               | Predecessor Security                                  |
|               | Redemption Date                                       |
|               | Redemption Price                                      |
|               | Registered Security                                   |
|               | Regular Record Date                                   |
|               | Reinvestment Rate                                     |
|               | Repayment Date                                        |
|               | Repayment Price                                       |
|               | Responsible Officer                                   |
|               | Securities Act                                        |
|               | Security                                              |
|               | Security Register and Security  Registrar             |
|               | Significant Subsidiary                                |
|               | Special Record Date                                   |
|               | Stated Maturity                                       |
|               | Statistical Release                                   |
|               | Subsidiary                                            |
|               | Trust Indenture Act or TIA                            |
|               | Trustee                                               |
|               | Unencumbered Total  Asset Value                       |
|               | United States                                         |
|               | United States person                                  |
|               | Yield to Maturity                                     |
| SECTION 102.  | Compliance  Certificates and Opinions                 |
| SECTION 103.  | Form of Documents Delivered to Trustee                |
| SECTION 104.  | Acts of Holders                                       |
| SECTION 105.  | Notices, etc., to Trustee and Company                 |
| SECTION 106.  | Notice to Holders; Waiver                             |
| SECTION 107.  | Effect of Headings and Table of  Contents             |
| SECTION 102.  | Successors and Assigns                                |
| SECTION 109.  | Separability Clause                                   |
| SECTION 110.  | Benefits of Indenture                                 |
| SECTION 111.  | Non-Recourse                                          |
| SECTION 112.  | Governing Law                                         |
| SECTION 113.  | Legal Holidays                                        |
| ARTICLE TWO   | SECURITIES FORMS                                      |
| SECTION 201.  | Forms of Securities                                   |
| SECTION 202.  | Form of Trustee’s Certificate of  Authentication |
| SECTION 203.  | Securities Issuable in Global Form                    |
| ARTICLE THREE | THE SECURITIES                                        |
| SECTION 301.  | Amount Unlimited; Issuable in Series                  |
| SECTION 302.  | Denominations                                         |
| SECTION 303.  | Execution, Authentication,  Delivery and Dating       |
| SECTION 304.  | Temporary Securities                                  |
| SECTION 305.  | Registration, Registration of Transfer and  Exchange  |
| SECTION 306.  | Mutilated,  Destroyed, Lost and Stolen Securities     |
| SECTION 307.  | Payment of Interest; Interest Rights  Preserved       |
| SECTION 308.  | Persons Deemed Owners                                 |
| SECTION 309.  | Cancellation                                          |
| SECTION 310.  | Computation of Interest                               |
| ARTICLE FOUR  | SATISFACTION AND DISCHARGE                            |
| SECTION 401.  | Satisfaction and Discharge of  Indenture              |
| SECTION 402.  | Application of Trust Funds                            |
| ARTICLE FIVE  | REMEDIES                                              |
| SECTION 501.  | Events of Default                                     |

 

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| SECTION 502.  | Acceleration of Maturity;  Rescission and Annulment                                                                          |
|--------------------|------------------------------------------------------------------------------------------------------------------------------|
| SECTION 503.  | Collection of Indebtedness and Suits  for Enforcement by Trustee                                                             |
| SECTION 504.  | Trustee May File Proofs of Claim                                                                                        |
| SECTION 505.  | Trustee May Enforce Claims  Without Possession of Securities or Coupons                                                 |
| SECTION 506.  | Aylication of Money Collected                                                                                                |
| SECTION 507.  | Limitqtion on Suits                                                                                                          |
| SECTION 508.  | Unconditional Right of Holders to  Receive Principal. Premium or Make-Whole Amount. if any. Interest and  Additional Amounts |
| SECTION 509.  | Restoration of Rights and Remedies                                                                                           |
| SECTION 510.  | Rights and Remedies Cumulative                                                                                               |
| SECTION 511.  | Delay or Omission Not Waiver                                                                                                 |
| SECTION 512.  | Control by Holders of Securities                                                                                             |
| SECTION 513.  | Waiver of Past Defaults                                                                                                      |
| SECTION 514.  | Waiver of Usury, Stay or Extension  Laws                                                                                     |
| SECTION 515.  | Undertaking for Costs                                                                                                        |
| ARTICLE SIX   | THE TRUSTEE                                                                                                                  |
| SECTION 601.  | Notice of Defaults                                                                                                           |
| SECTION 602.  | Certain Rights of Trustee                                                                                                    |
| SECTION 603.  | Not Responsible for Recitals or  Issuance of Securities                                                                      |
| SECTION 604.  | May Hold Securities                                                                                                     |
| SECTION 605.  | Money Held in Trust                                                                                                          |
| SECTION 606.  | Compensation and Reimbursement                                                                                               |
| SECTION 607.  | Corporate Trustee Required;  Eligibility; Conflicting Interests                                                              |
| SECTION 608.  | Resignation and Removal; Appointment  of Successor                                                                           |
| SECTION 609.  | Acceptance of Appointment by Successor                                                                                       |
| SECTION 610.  | Merger, Conversion, Consolidation or  Succession to Business                                                                 |
| SECTION 611.  | Appointment of Authenticating Agent                                                                                          |
| ARTICLE SEVEN | HOLDERS’ LISTS AND REPORTS BY  TRUSTEE AND COMPANY                                                                      |
| SECTION 701.  | Disclosure of Names and Addresses of  Holders                                                                                |
| SECTION 702.  | Reports by Trustee                                                                                                           |
| SECTION 703.  | Reports by Company                                                                                                           |
| SECTION 704.  | The Company to Furnish Trustee Names  and Addresses of Holders                                                               |
| ARTICLE EIGHT | CONSOLIDATION, MERGER, SALE, LEASE  OR CONVEYANCE                                                                            |
| SECTION 801.  | Consolidations and Mergers of Company  and Sales, Leases and Conveyances Permitted Subject to Certain Conditions             |
| SECTION 802.  | Rights and Duties of Successor Entity                                                                                        |
| SECTION 803.  | Officers’ Certificate and Opinion of  Counsel                                                                           |
| ARTICLE NINE  | SUPPLEMENTAL INDENTURES                                                                                                      |
| SECTION 901.  | Supplemental Indentures Without  Consent of Holders                                                                          |
| SECTION 902.  | Supplemental Indentures with Consent  of Holders                                                                             |
| SECTION 903.  | Execution of Supplemental Indentures                                                                                         |
| SECTION 904.  | Effect of Supplemental Indentures                                                                                            |
| SECTION 905.  | Conformity with  Trust Indenture Act                                                                                         |
| SECTION 906.  | Reference in Securities to  Supplemental Indentures                                                                          |
| SECTION 907.  | Notice of Supplemental Indentures                                                                                            |
| ARTICLE TEN   | COVENANTS                                                                                                                    |
| SECTION 1001. | Payment of Principal, Premium (if  any), Make—Whole Amount (if any), Interest and Additional Amounts                    |
| SECTION 1002. | Maintenance of Office or Agency                                                                                              |
| SECTION 1003. | Money for Securities Payments to Be  Held in Trust                                                                           |
| SECTION 1004. | Limitations on Incurrence of Debt                                                                                            |
| SECTION 1005. | [Intentionally Omitted]                                                                                                      |
| SECTION 1006. | Existence                                                                                                                    |
| SECTION 1007. | Maintenance of Properties                                                                                                    |
| SECTION 1008. | Insurance                                                                                                                    |
| SECTION 1009. | Payment of Taxes and Other Claims                                                                                            |
| SECTION 1010. | Provision of Financial Information                                                                                           |
| SECTION 1011. | Statement as to Compliance                                                                                                   |
| SECTION 1012. | Additional Amounts                                                                                                           |
| SECTION 1013. | Waiver of Certain Covenants                                                                                                  |

 

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| ARTICLE ELEVEN                        | REDEMPTION OF SECURITIES                                                                        |
|--------------------------------------------|-------------------------------------------------------------------------------------------------|
| SECTION 1101.                         | Applicability of Article                                                                        |
| SECTION 1102.                         | Election to Redeem; Notice to Trustee                                                           |
| SECTION 1103.                         | Selection by Trustee of Securities to  Be Redeemed                                              |
| SECTION 1104.                         | Notice of Redemption                                                                            |
| SECTION 1105.                         | Deposit of Redemption Price                                                                     |
| SECTION 1106.                         | Securities Payable on Redemption Date                                                           |
| SECTION 1107.                         | Securities Redeemed in Part                                                                     |
| ARTICLE TWELVE                        | [INTENTIONALLY OMITTED]                                                                         |
| ARTICLE THIRTEEN                      | REPAYMENT AT THE OPTION OF  HOLDERS                                                             |
| SECTION 1301.                         | Applicability of Article                                                                        |
| SECTION 1302.                         | Repayment of Securities                                                                         |
| SECTION 1303.                         | Exercise of Option                                                                              |
| SECTION 1304.                         | When Securities Presented for  Repayment Become Due and Payable                                 |
| SECTION 1305.                         | Securities Repaid in Part                                                                       |
| ARTICLE FOURTEEN                      | DEFEASANCE AND COVENANT  DEFEASANCE                                                             |
| SECTION 1401.                         | Applicability of Article; Company’s  Option to Effect Defeasance or Covenant Defeasance    |
| SECTION 1402.                         | Defeasance and Discharge                                                                        |
| SECTION 1403.                         | Covenant Defeasance                                                                             |
| SECTION 1404.                         | Conditions to Defeasance or Covenant  Defeasance                                                |
| SECTION 1405.                         | Deposited Money and  Government Obligations to Be Held in Trust; Other Miscellaneous Provisions |
| ARTICLE FIFTEEN                       | MEETINGS OF HOLDERS OF SECURITIES                                                               |
| SECTION 1501.                         | Purposes for Which Meetings  May Be Called                                                 |
| SECTION 1502.                         | Call,  Notice and Place of Meetings                                                             |
| SECTION 1503.                         | Persons Entitled to Vote at Meetings                                                            |
| SECTION 1504.                         | Quorum; Action                                                                                  |
| SECTION 1505.                         | Determination of Voting Rights;  Conduct and Adjournment of Meetings                            |
| SECTION 1506.                         | Counting Votes and Recording Action  of Meetings                                                |
| SECTION 1507.                         | Evidence of Action  Taken by Holders                                                            |
| SECTION 1508.                         | Proof of Execution of Instruments                                                               |
| TESTIMONIUM                                |
| SIGNATURES AND SEALS                       |
| ACKNOWLEDGMENTS                            |
| EXHIBIT A—FORMS OF CERTIFICATION |

 

**ColonialProperties Trust, as Obligor**

 

Reconciliation and tie between Trust Indenture Act of 1939 (the “1939Act”) and this Indenture, dated as of July 22, 1996.

 
|                            |               | **Indenture  Section** |
|---------------------------------|--------------------|------------------------|
| **Trust Indenture Act Section** |               |                   |   |
|                            |               |                   |   |
| §310                       | (a)(1)             |                   | 607 |
|                            | (a)(2)             |                   | 607 |
|                            | (b)                |                   | 607,608 |
| §312                       | (c)                |                   | 701 |
| §313                       | (a)                |                   | 70 |
|                            | (c)                |                   | 702 |
| §314                       | (a)                |                   | 703 |
|                            | (a)(4)             |                   | 1011 |
|                            | (c)(1)             |                   | 102 |
|                            | (c)(2)             |                   | 102 |
|                            | (e)                |                   | 102 |
| §315                       | (b)                |                   | 601 |
| §316                       | (a)(last sentence) |                   | 101 (“Outstanding”) |
|                            | (a)(1)(A)          |                   | 502, 512 |
|                            | (a)(1)(B)          |                   | 513 |
|                            | (b)                |                   | 508 |
|                                 |                    |                        |  |  |

 

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| §317 | (a)(1) |   | 503    |
|-----------|--------|--------|--------|
|      | (a)(2) |   | 504    |
| §318 | (a)    |   | 111    |
|      | (c)    |   | 111    |
|      |   |   |   |

 

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NOTE: This reconciliation and tie shall not, for any purpose, be deemedto be a part of this Indenture.

 

Attention should also be directed to Section 318 (c) of the1939 Act, which provides that the provisions of Sections 310 to and including317 of the 1939 Act are a part of and govern every qualified indenture, whetheror not physically contained therein.

 

**PARTIES**

 

Indenture (this “Indenture”), dated as of July 22, 1996, by andbetween COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership(the “Company”) having its principal office at 2101 Sixth Avenue North, Suite750, Birmingham, Alabama 35203, and Bankers Trust Company, a New York bankingcorporation, as Trustee hereunder (the “Trustee”), having its Corporate TrustOffice (as defined below) at Four Albany Street, New York, New York 10006.

 

**RECITALS OF THE COMPANY**

 

The Company deems it necessary to issue from time to time for itslawful purposes debt securities (the “Securities”) evidencing its unsecuredindebtedness, and has duly authorized the execution and delivery of thisIndenture to provide for the issuance from time to time of the Securities,unlimited as to principal amount, to bear interest at the rates or formulas, tomature at such times and to have such other provisions as shall be fixed ashereinafter provided.

 

This Indenture is subject to the provisions of the Trust Indenture Actof 1939, as amended, that are deemed to be incorporated into this Indenture andshall, to the extent applicable, be governed by such provisions.

 

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

 

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 

For and in consideration of the premises and the purchase of theSecurities by the Holders thereof, it is mutually covenanted and agreed, forthe equal and proportionate benefit of all Holders of the Securities, asfollows:

 

**ARTICLE ONE**

**DEFINITIONSAND OTHER PROVISIONS OF GENERAL APPLICATION**

 

SECTION 101.Definitions.Forall purposes of this Indenture, except as otherwise expressly provided orunless the context otherwise requires:

 

(1)           the terms defined inthis Article have the meanings assigned to them in this Article, andinclude the plural as well as the singular;

 

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

 

(3)           all accounting termsnot otherwise defined herein have the meanings assigned to them in accordancewith *GAAP;*and

 

(4)           the words “herein”,“hereof” and “hereunder” and other words of similar import refer to thisIndenture as a whole and not to any particular Article, Section or othersubdivision.

 

“Acquisition Linesof Credit” means, collectively, any secured lines of creditof the Company or any Subsidiary, the proceeds of which shall be used, amongother things, to acquire interests, directly or indirectly, in real estate.

 

“Act”,when used with respect to any Holder, has the meaning specified inSection 104.

 

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“Additional Amounts”means any additional amounts which are required by a Security or by or pursuantto a Board Resolution, under circumstances specified therein, to be paid by theCompany in respect of certain taxes imposed on certain Holders and which areowing to such Holders.

 

“Adjusted Total Assets”as of any date means the sum of (i) $328,177,823 (which represents the amountdetermined by multiplying the price at which Colonial’s common shares ofbeneficial interest were offered in the IPO by the sum of (A) the common sharesof beneficial interest of Colonial issued in the IPO and (B) the Units ofthe Company not held by Colonial that were issued in connection with the IPO),(ii) $108,841,000 (which represents the principal amount of outstandingDebt of the Company immediately following the IPO) and (iii) the purchaseprice or cost of any real estate assets or mortgages receivable (or intereststherein) acquired (including the value of any Units issued in connectiontherewith) or developed after the IPO and the amount of any securities offeringproceeds and other proceeds of Debt received after the IPO (to the extent suchproceeds were not used to acquire real estate assets or mortgages receivablesor used to reduce Debt), adjusted for the proceeds of any real estate assetsdisposed of by the Company.

 

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

 

“Annual Service Charge”as of any date means the amount of any interest expensed during the fourconsecutive fiscal quarters most recently ended prior to such date.

 

“Authenticating Agent”means any authenticating agent appointed by the Trustee pursuant toSection 611.

 

“Authorized Newspaper”means a newspaper, printed in the English language or in an official languageof the country of publication, customarily published on each Business Day,whether or not published on Saturdays, Sundays or holidays, and of generalcirculation in each place in connection with which the term is used or in thefinancial community of each such place. Whenever successive publications arerequired to be made in Authorized Newspapers, the successive publications maybe made in the same or in different Authorized Newspapers in the same citymeeting the foregoing requirements and in each case on any Business Day.

 

“Bankruptcy Law”has the meaning specified in Section 501.

 

“Bearer Security”means any Security established pursuant to Section 201 which is payable tobearer.

 

“Board of Directors”means the board of directors of CPHC, the executive committee or any committeeof that board duly authorized to act hereunder, as the case may be.

 

“Board Resolution”means a copy of a resolution of CPHC, certified by the Secretary or anAssistant Secretary of CPHC to have been duly adopted by the Board of Directorsand to be in full force and effect on the date of such certification, anddelivered to the Trustee.

 

“Business Day”,when used with respect to any Place of Payment or any other particular locationreferred to in this Indenture or in the Securities, means, unless otherwisespecified with respect to any Securities pursuant to Section 301, any day,other than a Saturday or Sunday, that is neither a legal holiday nor a day onwhich banking institutions in that Place of Payment or particular location areauthorized or required by law, regulation or executive order to close.

 

“CEDEL”means Centrale de Livraison de Valeurs Mobilieres, S.A., or its successor.

 

“Colonial”means Colonial Properties Trust, an Alabama real estate investment trust.

 

“Commission”means the Securities and Exchange Commission, as from time to time constituted,created under the Exchange Act, or, if at any time after execution of thisinstrument such Commission is not existing and performing the duties nowassigned to it under the Trust Indenture Act, then the body performing suchduties on such date.

 

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

 

“Company Request”and “Company Order mean, respectively, a written request or order signed in thename of and on behalf of the Company by the Chairman of the Board, thePresident or a Vice President, and by the Treasurer or an Assistant Treasurer,the Secretary or an Assistant Secretary of CPHC, as general partner of theCompany, and delivered to the Trustee.

 

7

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“Consolidated Income Available for Debt Service”for any period means Consolidated Net Income of the Company and itsSubsidiaries plus amounts which have been deducted for (a) interest onDebt of the Company and its Subsidiaries, (b) provision for taxes of theCompany and its Subsidiaries based on income, (c) amortization of debtdiscount, (d) provisions for gains and losses on properties,(e) depreciation and amortization, (f) the effect of any noncashcharge resulting from a change in accounting principles in determiningConsolidated Net Income for such period and (g) amortization of deferredcharges.

 

“Consolidated NetIncome” for any period means the amount of net income (orloss) of the Company and its Subsidiaries for such period determined on aconsolidated basis in accordance with GAAP.

 

“Conversion Event”means the cessation of use of (i) a Foreign Currency both by thegovernment of the country which issued such currency and for the settlement oftransactions by a central bank or other public institutions of or within theinternational banking community, (ii) the ECU both within the EuropeanMonetary System and for the settlement of transactions by public institutionsof or within the European Communities or (iii) any currency unit (orcomposite currency) other than the ECU for the purposes for which it wasestablished.

 

“Corporate Trust Office”means the principal corporate trust office of the Trustee at which, at anyparticular time, its corporate trust business shall be administered, whichoffice at the date hereof is located at Four Albany Street, New York, New York10006, except that for purposes of Section 1002, such term shall mean theoffice or agency of the Trustee in the United Kingdom, which office at the datehereof is located at One Appold Street, Broadgate, London EC2A 2HE,England.

 

“corporation”includes corporations, associations, companies, real estate investment trustsand business trusts.

 

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

 

“CPHCmeans Colonial Properties Holding Company, an Alabama corporation and solegeneral partner of the Company.

 

“Custodian”has the meaning specified in Section 501

 

“Debt”of the Company or any Subsidiary means any indebtedness of the Company or anySubsidiary, whether or not contingent, in respect of (i) borrowed moneyevidenced by bonds, notes, debentures or similar instruments, (ii) indebtednesssecured by any mortgage, pledge, lien, charge, encumbrance or any securityinterest existing on property owned by the Company or any Subsidiary,(iii) reimbursement obligations in connection with any letters of creditactually issued or amounts representing the balance deferred and unpaid of thepurchase price of any property except any such balance that constitutes anaccrued expense or trade payable or (iv) any lease of property by theCompany or any Subsidiary as lessee which is reflected on the Company’sconsolidated balance sheet as a capitalized lease in accordance with generallyaccepted accounting principles; in the case of items of indebtedness incurredunder (i) through (iii) above to the extent that any such items(other than letters of credit) would appear as a liability on the Company’sconsolidated balance sheet in accordance with generally accepted accountingprinciples, and also includes, to the extent not otherwise included, anyobligation by the Company or any Subsidiary to be liable for, or to pay, asobligor, guarantor or otherwise (other than for purposes of collection in theordinary course of business), indebtedness of another person (other than theCompany or any Subsidiary).

 

“Defaulted Interest” has the meaningspecified in Section 307

 

“Disqualified Stock” means, withrespect to any person, any capital stock or partnership interest of such personwhich by the terms of such capital stock or partnership interest (or by theterms of any security into which it is convertible or for which it isexchangeable or exercisable), upon the occurrence of any event or otherwise:(i) matures or is mandatorily redeemable, pursuant to a sinking fundobligation or otherwise; (ii) is convertible into or exchangeable orexercisable for Debt or Disqualified Stock; or (iii) is redeemable at theoption of the holder thereof, in whole or in part, in each case on or prior tothe maturity of the relevant series of Securities.

 

“DTC”means The Depository Trust Company for so long as it shall be a clearing agencyregistered under the Exchange Act, or such successor as the Company shalldesignate from time to time in an Officer’s Certificate delivered to theTrustee.

 

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

 

“ECU”means the European Currency Unit as defined and revised from time to time bythe Council of the European Communities.

 

“Euroclear”means Morgan Guaranty Trust Company of New York, Brussels Office, or itssuccessor as operator of the Euroclear System.

 

8

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“European Communities” means theEuropean Economic Community, the European Coal and Steel Community and theEuropean Atomic Energy Community.

 

“European Monetary System” means theEuropean Monetary System established by the Resolution of December 5, 1978of the Council of the European Communities.

 

“Event of Default” has the meaning specified in Article Five

 

“Exchange Act” means the Securities Exchange Act of1934 and any successor statute thereto, in each case as amended from time totime and the rules and regulations of the Commission thereunder.

 

“Foreign Currency” means anycurrency, currency unit or composite currency, including, without limitation,the ECU issued by the government of one or more countries other than the UnitedStates of America or by any recognized confederation or association of suchgovernments.

 

“GAAP”means generally accepted accounting principles, as in effect from time to time,as used in the United States applied on a consistent basis: *provided,* that solely for purposes of anycalculation required by the financial covenants contained herein, “GAAP” shallmean generally accepted accounting principles as used in the United States onthe date hereof, applied on a consistent basis.

 

“Government Obligations” meanssecurities which are (i) direct obligations of the United States ofAmerica or the government which issued the Foreign Currency in which theSecurities of a particular series are payable, for the payment of which itsfull faith and credit is pledged or (ii) obligations of a Personcontrolled or supervised by and acting as an agency or instrumentality of theUnited States of America or such government which issued the Foreign Currencyin which the Securities of such series are payable, the payment of which isunconditionally guaranteed as a full faith and credit obligation by the UnitedStates of America or such other government, which, in either case, are notcallable or redeemable at the option of the issuer thereof, and shall alsoinclude a depository receipt issued by a bank or trust company as custodianwith respect to any such Government Obligation or a specific payment ofinterest on or principal of any such Government Obligation held by suchcustodian for the account of the holder of a depository receipt, *provided* that (except as required by law)such custodian is not authorized to make any deduction from the amount payableto the holder of such depository receipt from any amount received by thecustodian in respect of the Government Obligation or the specific payment ofinterest on or principal of the Government Obligation evidenced by suchdepository receipt.

 

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

 

“Indenture”means this instrument as originally executed or as it may from time to time besupplemented or amended by one or more indentures supplemental hereto enteredinto pursuant to the applicable provisions hereof, and shall include the termsof particular series of Securities established as contemplated bySection 301; *provided, however,*that, if at any time more than one Person is acting as Trustee under thisinstrument, “Indenture” shall mean, with respect to any one or more series ofSecurities for which such Person is Trustee, this instrument as originallyexecuted or as it may from time to time be supplemented or amended by one ormore indentures supplemental hereto entered into pursuant to the applicableprovisions hereof and shall include the terms of the particular series ofSecurities for which such Person is Trustee established as contemplated bySection 301, exclusive, however, of any provisions or terms which relatesolely to other series of Securities for which such Person is Trustee, regardlessof when such terms or provisions were adopted, and exclusive of any provisionsor terms adopted by means of one or more indentures supplemental heretoexecuted and delivered after such Person had become such Trustee but to whichsuch Person, as such Trustee, was not a party.

 

“Indexed Security” means a Securitythe terms of which provide that the principal amount thereof payable at StatedMaturity may be more or less than the principal face amount thereof at originalissuance.

 

“interest”when used with respect to an Original Issue Discount Security which by itsterms bears interest only after Maturity, shall mean interest payable afterMaturity, and, when used with respect to a Security which provides for thepayment of Additional Amounts pursuant to Section 1012, includes suchAdditional Amounts.

 

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

 

“IPO”means the initial public offering of Colonial consummated inSeptember 1993.

 

“Make-Whole Amount” means, inconnection with any optional redemption of any Securities, the excess, if any,of: (i) the aggregate present value as of the date of such redemption ofeach dollar of principal being redeemed and the amount of interest (exclusive

 

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of interest accrued to the date of redemption) that would have beenpayable in respect of each such dollar if such redemption had not been made,determined by discounting, on a semi-annual basis, such principal and interestat the Reinvestment Rate (determined on the third Business Day preceding thedate notice of such redemption is given) from the respective dates on whichsuch principal and interest would have been payable if such redemption had notbeen made, to the date of redemption; over (ii) the aggregate principalamount of the Securities being redeemed.

 

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

 

“Officers’Certificate” means a certificate signed by the Chairman of the Board ofDirectors, the President or a Vice-President and by the Treasurer, an AssistantTreasurer, the Secretary or an Assistant Secretary, of CPHC, as general partnerof the Company, and delivered to the Trustee.

 

“Opinion of Counsel” means a writtenopinion of counsel, who may be counsel for the Company or who may be anemployee of or other counsel for Colonial, CPHC or the Company and who shall bereasonably satisfactory to the Trustee.

 

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

 

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

 

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

 

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

 

(iii)          Securities, except tothe extent provided in Sections 1402 and 1403. with respect to which theCompany has effected defeasance and /or covenant defeasance as provided inArticle Twelve; and

 

(iv)          Securities which havebeen paid pursuant to Section 306 or in exchange for or in lieu of whichother Securities have been authenticated and delivered pursuant to thisIndenture, other than any such Securities in respect of which there shall havebeen presented to the Trustee proof satisfactory to it that such Securities areheld by a bona fide purchaser in whose hands such Securities are validobligations of the Company;

 

*provided,however,* that in determining whether the Holders of therequisite principal amount of the Outstanding Securities have given anyrequest, demand, authorization, direction, notice, consent or waiver hereunderor are present at a meeting of Holders for quorum purposes, and for the purposeof making the calculations required by TIA Section 313, (i) theprincipal amount of an Original Issue Discount Security that may be counted inmaking such determination or calculation and that shall be deemed to beOutstanding for such purpose shall be equal to the amount of principal thereofthat would be (or shall have been declared to be) due and payable, at the timeof such determination, upon a declaration of acceleration of the maturitythereof pursuant to Section 502, (ii) the principal amount of anySecurity denominated in a Foreign Currency that may be counted in making suchdetermination or calculation and that shall be deemed Outstanding for suchpurpose shall be equal to the Dollar equivalent, determined pursuant toSection 301 as of the date such Security is originally issued by the Company,of the principal amount (or, in the case of an Original Issue DiscountSecurity, the Dollar equivalent as of such date of original issuance of theamount determined as provided in cause (i) above) of such Security,(iii) the principal amount of any Indexed Security that may be counted inmaking such determination or calculation and that shall be deemed outstandingfor such purpose shall be equal to the principal face amount of such IndexedSecurity at original issuance, unless otherwise provided with respect to suchSecurity pursuant to Section 301, and (iv) Securities owned by theCompany or any other obligor upon the Securities or any Affiliate of theCompany or of such other obligor shall be disregarded and deemed not to beOutstanding, except that, in determining whether the Trustee shall be protectedin making such calculation or in relying upon any such request, demand,authorization, direction, notice, consent or waiver, only Securities which theTrustee knows to be so owned shall be *so*disregarded. Securities *so* ownedwhich have been pledged in good faith may be regarded as Outstanding if thepledgee establishes to the satisfaction of the Trustee the pledgee’s right *so* to act with respect to such Securitiesand that the pledgee is not the Company or any other obligor upon theSecurities or any Affiliate of the Company or of such other obligor.

 

“Paying Agent”means any Person authorized by the Company to pay the principal of (andpremium, if any) or interest on any 

 

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Securities or coupons on behalf of the Company.

 

“Person”means any individual, corporation, Company, joint venture, association,joint-stock company, trust, unincorporated organization or government or anyagency or political subdivision thereof.

 

“Place of Payment”, when used with respect to theSecurities of or within any series, means the place or places where theprincipal of (and premium, if any) and interest on such Securities are payableas specified as contemplated by Sections 301 and 1002.

 

“Predecessor Security” of anyparticular Security means every previous Security evidencing all or a portionof the same debt as that evidenced by such particular Security; and, for thepurposes of this definition, any Security authenticated and delivered underSection 306 in exchange for or in lieu of a mutilated, destroyed, lost orstolen Security or a Security to which a mutilated, destroyed, lost or stolencoupon appertains shall be deemed to evidence the same debt as the mutilated,destroyed, lost or stolen Security or the Security to which the mutilated,destroyed, lost or stolen coupon appertains.

 

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

 

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

 

“Registered Security” shall mean anySecurity which is registered in the Security Register.

 

“Regular Record Date” for theinterest payable on any Interest Payment Date on the Registered Securities ofor within any series means the date specified for that purpose as contemplatedby Section 301, whether or not a Business Day.

 

“Reinvestment Rate” means the yieldon Treasury securities at a constant maturity corresponding to the remaininglife (as of the date of redemption, and rounded to the nearest month) to StatedMaturity of the principal being redeemed (the “Treasury Yield), plus 0.25%. Forpurposes hereof, the Treasury Yield shall be equal to the arithmetic mean ofthe yields published in the Statistical Release under the heading “Week Ending”for “US. Government Securities—Treasury Constant Maturities” with a maturityequal to such remaining life; *provided,*that if no published maturity exactly corresponds to such remaining life, thenthe Treasury Yield shall be interpolated or extrapolated on a straight-linebasis from the arithmetic means of the yields for the next shortest and nextlongest published maturities. For purposes of calculating the ReinvestmentRate, the most recent Statistical Release published prior to the date ofdetermination of the Make-Whole Amount shall be used. If the format or contentof the Statistical Release changes in a manner that precludes determination ofthe Treasury Yield in the above manner, then the Treasury Yield shall bedetermined in the manner that most closely approximates the above manner, asreasonably determined by the Company.

 

“Repayment Date” means, when used with respect to anySecurity to be repaid at the option of the Holder, the date fixed for suchrepayment by or pursuant to this Indenture.

 

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

 

“Responsible Officer”, when usedwith respect to the Trustee, means the chairman or vice-chairman of the boardof directors, the chairman or vice-chairman of the executive committee of theboard of directors, the president, any vice president (whether or notdesignated by a number or a word or words added before or after the title “vicepresident”), the secretary, any assistant secretary, the treasurer, anyassistant treasurer, any trust officer or assistant trust officer, thecontroller or any other officer of the Trustee customarily performing functionssimilar to those performed by any of the above designated officers and alsomeans, with respect to a particular corporate trust matter, any other officerto whom such matter is referred because of such officer’s knowledge andfamiliarity with the particular subject.

 

“Securities Act” means the Securities Act of 1933 andany successor statute thereto, in each case as amended from time to time andthe rules and regulations of the Commission thereunder.

 

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

 

“Security Register” and “SecurityRegistrar” have the respective meanings specified in Section 305.

 

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“Significant Subsidiary” means anySubsidiary which is a “significant subsidiary” (as defined in Article I,Rule 1-02 of Regulation S-X, promulgated under the Securities Act) ofthe Company.

 

“Special Record Date” for thepayment of any Defaulted Interest on the Registered Securities of or within anyseries means a date fixed by the Trustee pursuant to Section 307.

 

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

 

“Statistical Release” means thestatistical release designated “H.15(519)” or any successor publication whichis published weekly by the Federal Reserve System and which reports yields onactively traded United States government securities adjusted to constantmaturities, or, if such statistical release is not published at the time of anydetermination under the Indenture, then such other reasonably comparable indexwhch shall be designated by the Company.

 

“Subsidiary” means a corporation, partnership orlimited liability company, a majority of the outstanding voting stock,partnership interests or membership interests, as the case may be, of which isowned or controlled, directly or indirectly, by the Company or by one or more Subsidiariesof the Company. For the purposes of this definition, “voting stock” means stockhaving the voting power for the election of directors, general partners,managers or trustees, as the case may be, whether at all times or only so longas no senior class of stock has such voting power by reason of any contingency.

 

“Trust Indenture Act” or “TIA” meansthe Trust Indenture Act of 1939, as amended and as in force at the date as ofwhich this Indenture was executed, except as provided in Section 905.

 

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

 

“Unencumbered Total Asset Value” asof any date means the sum of (i) the portion of Adjusted Total Assetsallocable to the Company’s real estate assets and (ii) the value of allother assets of the Company and its Subsidiaries on a consolidated basisdetermined in accordance with generally accepted accounting principles (butexcluding intangibles and accounts receivable), in each case which areunencumbered by any mortgage, lien, charge, pledge or security interest. Forpurposes of this definition, the portion of Adjusted Total Assets allocable toeach of the 36 properties owned by the Company at the time of the IPO shall bedetermined by reference to each such property’s contribution to net operatingincome of the Company at the time of the IPO, and the portion allocable to eachproperty acquired or developd after the IPO shall be equal to the purchaseprice or cost of such property.

 

“United States” means, unless otherwise specifiedwith respect to any Securities pursuant to Section 301, the United Statesof America (including the states and the District of Columbia), itsterritories, its possessions and other areas subject to its jurisdiction.

 

“United States person” means, unlessotherwise specified with respect to any Securities pursuant toSection 301, an individual who is a citizen or resident of the UnitedStates, a corporation, Company or other entity created or organized in or underthe laws of the United States or an estate or trust the income of which issubject to United States federal income taxation regardless of its source.

 

“Yield to Maturity” means the yieldto maturity, computed at the time of issuance of a Security (or, if applicable,at the most recent redetermination of interest on such Security) and as setforth in such Security in accordance with generally accepted United States bondyield computation principles. SECTION 102.Compliance Certificates and Opinions.Uponany application or request by the Company to the Trustee to take any actionunder any provision of this Indenture, the Company shall furnish to the Trusteean Officers’ Certificate stating that all conditions precedent, if any,provided for in this Indenture relating to the proposed action have beencomplied with and an Opinion of Counsel stating that in the opinion of suchcounsel all such conditions precedent, if any, have been complied with, exceptthat in the case of any such application or request as to which the furnishingof such documents is specifically required by any provision of this Indenturerelating to such particular application or request, no additional certificateor opinion need be furnished.

 

Every certificate oropinion with respect to compliance with a condition or covenant provided for inthis Indenture (including certificates delivered pursuant to Section 1011)shall include:

 

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

 

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

 

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

 

(4)           astatement as to whether, in the opinion of each such individual, such conditionor covenant has been complied with. SECTION 103.Formof Documents Delivered to Trustee.In any case where several matters arerequired 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 theopinion of, only one such Person, or that they be so certified or covered byonly one document, but one such Person may certify or give an opinion as tosome matters and one or more other such Persons as to other matters, and anysuch Person may certify or give an opinion as to such matters in one or severaldocuments.

 

Any certificate oropinion of an officer of the Company may be based, insofar as it relates tolegal matters, upon an Opinion of Counsel, or a certificate or representationsby counsel, unless such officer knows, or in the exercise of reasonable careshould know, that the opinion, certificate or representations with respect tothe matters upon which his certificate or opinion is based are erroneous. Anysuch Opinion of Counsel or certificate or representations may be based, insofaras it relates to factual matters, upon a certificate or opinion of, orrepresentations by, an officer or officers of the Company stating that theinformation as to such factual matters is in the possession of the Company,unless such counsel knows that the certificate or opinion or representations asto such matters are erroneous.

 

Where any Personis required to make, give or execute two or more applications, requests,consents, certificates, statements, opinions or other instruments under thisIndenture, they may, but need not, be consolidated and form one instrument. SECTION 104.Acts of Holders,(a) Any request,demand, authorization, direction, notice, consent, waiver or other actionprovided by this Indenture to be given or taken by Holders of the OutstandingSecurities of all series or one or more series, as the case may be, may beembodied in and evidenced by one or more instruments of substantially similartenor signed by such Holders in person or by agents duly appointed in writing.If Securities of a series are issuable as Bearer Securities, any request,demand, authorization, direction, notice, consent, waiver or other actionprovided by ths Indenture to be given or taken by Holders of Securities of suchseries may, alternatively, be embodied in and evidenced by the record ofHolders of Securities of such series voting in favor thereof, either in personor by proxies duly appointed in writing, at any meeting of Holders ofSecurities of such series duly called and held in accordance with theprovisions of Article Fifteen, or a combination of such instruments andany such record. Except as herein otherwise expressly provided, such actionshall become effective when such instrument or instruments or record or bothare delivered to the Trustee and, where it is hereby expressly required, to theCompany. Such instrument or instruments and any such record (and the actionembodied therein and evidenced thereby) are herein sometimes referred to as the“Act” of the Holders signing such instrument or instruments or so voting at anysuch meeting. Proof of execution of any such instrument or of a writingappointing any such agent, or of the holding by any Person of a Security, shallbe mfficient for any purpose of this Indenture and conclusive in favor of theTrustee and the Company and any agent of the Trustee or the Company, if made inthe manner provided in this Section. The record of any meeting of Holders ofSecurities shall be proved in the manner provided in Section 1506.

 

(b)           The fact and date ofthe execution by any Person of any such instrument or writing may be proved bythe affidavit of a witness of such execution or by a certificate of a notarypublic or other officer authorized by law to take acknowledgments of deeds,certifying that the individual signing such instrument or writing acknowledgedto him the execution thereof. Where such execution is by a signer acting in acapacity other than his individual capacity, such certificate or affidavitshall also constitute sufficient proof of his authority. The fact and date ofthe execution of any such instrument or writing, or the authority of the Personexecuting the same, may also be proved in any other reasonable manner which theTrustee deems sufficient.

 

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

 

(d)           The ownership of BearerSecurities may be proved by the production of such Bearer Securities or by acertificate executed, as depositary, by any trust company, bank, banker orother depositary, wherever situated, if such certificate shall be deemed by theTrustee to be satisfactory, showing that at the date therein mentioned suchPerson had on deposit with such depositary, or exhibited to it, the BearerSecurities therein described; or such facts may be proved by the certificate oraffidavit of the Person holding such Bearer Securities, if such certificate oraffidavit is deemed by the Trustee to be satisfactory. The Trustee and theCompany may assume that such ownership of any Bearer Security continues until **(1)** another certificate or affidavitbearing a later date issued in respect of the same Bearer Security is produced,or **(2)** such Bearer Security isproduced to the Trustee by some other Person, or **(3)** such Bearer Security is surrendered in exchange for aRegistered Security, or **(4)**suchBearer Security is no longer Outstanding. The ownership of Bearer Securitiesmay also be proved in any other manner which the Trustee deems sufficient.

 

(e)           If the Company shallsolicit from the Holders of Registered Securities any request, demand,authorization, direction, 

 

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notice, consent, waiver or other Act, the Company may, at its option,in or pursuant to a Board Resolution, fix in advance a record date for thedetermination of Holders entitled to give such request, demand, authorization,direction, notice, consent, waiver or other Act, but the Company shall have noobligation to do so. Notwithstanding TIA Section 316(c), such record dateshall be the record date specified in or pursuant to such Board Resolution,which shall be a date not earlier than the date 30 days prior to the firstsolicitation of Holders generally in connection therewith and not later thanthe date such solicitation is completed. If such a record date is fixed, suchrequest, demand, authorization, direction, notice, consent, waiver or other Actmay be given before or after such record date, but only the Holders of recordat the close of business on such record date shall be deemed to be Holders forthe purposes of determining whether Holders of the requisite proportion ofOutstanding Securities have authorized or agreed or consented to such request,demand, authorization, direction, notice, consent, waiver or other Act, and forthat purpose the Outstanding Securities shall be computed as of such recorddate; *provided* that no suchauthorization, agreement or consent by the Holders on such record date shall bedeemed effective unless it shall become effective pursuant to the provisions ofthis Indenture not later than eleven months after the record date.

 

(f)            Any request, demand,authorization, direction, notice, consent, waiver or other Act of the Holder ofany Security shall bind every future Holder of the same Security and the Holderof every Security issued upon the registration of transfer thereof or inexchange therefor or in lieu thereof in respect of anything done, omitted orsuffered to be done by the Trustee, any Security Registrar, any Paying Agent,any Authenticating Agent or the Company in reliance thereon, whether or notnotation of such action is made upon such Security. SECTION 105.Notices,etc., to Trustee and Company.Any request, demand, authorization, direction,notice, consent, waiver or Act of Holders or other document provided orpermitted by this Indenture to be made upon, given or furnished to, or filedwith,

 

(1)           the Trustee by anyHolder or by the Company shall be sufficient for every purpose hereunder ifmade, given, furnished or filed in writing to or with the Trustee at itsCorporate Trust Office, or

 

(2)           theCompany by the Trustee or by any Holder shall be sufficient for every purposehereunder (unless otherwise herein expressly provided) if in writing andmailed, first class postage prepaid, to the Company addressed to it at theaddress of its principal office specified in the first paragraph of thisIndenture or at any other address previously furnished in writing to theTrustee by the Company. SECTION 106.Notice toHolders; Waiver.Where this Indenture provides for notice of any event toHolders of Registered Securities by the Company or the Trustee, such noticeshall be sufficiently given (unless otherwise herein expressly provided) if inwriting and mailed, first- class postage prepaid, to each such Holder affectedby such event, at his address as it appears in the Security Register, not laterthan the latest date, and not earlier than the earliest date, prescribed forthe giving of such notice. In any caae where notice to Holders of RegisteredSecurities is given by mail, neither the failure to mail such notice, nor anydefect in any notice so mailed, to any particular Holder shall affect thesufficiency of such notice with respect to other Holders of RegisteredSecurities or the sufficiency of any notice to Holders of Bearer Securitiesgiven as provided herein. Any notice mailed to a Holder in the manner hereinprescribed shall be conclusively deemed to have been received by such Holder,whether or not such Holder actually receives such notice.

 

If by reason of the suspension of or irregularities in regular mailservice or by reason of any other cause it shall be impracticable to give suchnotice by mail, then such notification to Holders of Registered Securities asshall be made with the approval of the Trustee shall constitute a sufficientnotification to such Holders for every purpose hereunder.

 

Except as otherwiseexpressly provided herein or otherwise specified with respect to any Securitiespursuant to Section 301, where this Indenture provides for notice to Holdersof Bearer Securities of any event, such notice shall be sufficiently given ifpublished in an Authorized Newspaper in The City of New York and in such othercity or cities as may be specified in such Securities on a Business Day, suchpublication to be not later than the latest date, and not earlier than theearliest date, prescribed for the giving of such notice. Any such notice shallbe deemed to have been given on the date of such publication or, if publishedmore than once, on the date of the first such publication.

 

If by reason of thesuspension of publication of any Authorized Newspaper or Authorized Newspapersor by reason of any other cause it shall be impracticable to publish any noticeto Holders of Bearer Securities as provided above, then such notification toHolders of Bearer Securities as shall be given with the approval of the Trusteeshall constitute sufficient notice to such Holders for every purpose hereunder.Neither the failure to give notice by publication to any particular Holder ofBearer Securities as provided above, nor any defect in any notice *so* published, shall affect the sufficiencyof such notice with respect to other Holders of Bearer Securities or thesufficiency of any notice to Holders of Registered Securities given as providedherein.

 

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

 

Where thisIndenture provides for notice in any manner, such notice may be waived inwriting by the Person entitled to receive such notice, either before or afterthe event, and such waiver shall be the equivalent of such notice. Waivers ofnotice by Holders shall be filed with the Trustee, but such filing shall not bea condition precedent to the validity of any action taken in reliance upon suchwaiver. SECTION 107.Effect of Headings and Tableof Contents.The Article and Section headings herein and the Table ofContents are for 

 

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convenience only andshall not affect the construction hereof. SECTION 108.Successorsand Assigns.All covenants and agreements in this Indenture by the Company shallbe binding on their successors and assigns, whether so expressed or not. SECTION 109.Separability Clause.In case any provisionin this Indenture or in any Security or coupon shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby. SECTION 110.Benefits of Indenture.Nothing in thisIndenture, in the Securities or coupons, express or implied, shall give to anyPerson, other than the Parties hereto, any Security Registrar, any PayingAgent, any Authenticating Agent and their successors hereunder and the Holdersany benefit or any legal or equitable right, remedy or claim under thisIndenture. SECTION 111.Non-Recourse.Notwithstandinganything contained herein to the contrary, no recourse under or upon anyobligation, cxenant or agreement contained in this Indenture, in any Securityor coupon appertaining thereto, or because of any indebtedness evidencedthereby (including, without limitation, any obligation or indebtedness relatingto the principal of, or premium or Make-Whole Amount, if any, interest or anyother amounts due, or claimed to be due, on any Security issued hereunder), orfor any claim based thereon or otherwise in respect thereof, shall be had (i) againstCPHC or any other partner in the Company, (ii) against Colonial or anyother Person which owns an interest, directly or indirectly, in any partner inthe Company or (iii) against any promoter, as such, or against any past,present or future shareholder, officer, director or partner, as such, of theCompany, CPHC or Colonial or of any successor, either directly or through theCompany, CPHC or Colonial or any successor, under any rule of law, statute orconstitutional provision or by the enforcement of any assessment or by anylegal or equitable proceeding or otherwise, all such liability being expresslywaived and released by the acceptance of the Securities by the Holders thereofand as part of the consideration for the issue of the Securities. The Holdersof the Securities hereunder acknowledge by the acceptance of the Securitiesthat their sole remedies under this Indenture for any Default by the Company inthe payment of the principal of, or any premium or Make-Whole Amount, if any,interest or any amounts due, or claimed to be due, on any Security, orotherwise, are limited to claims against the property of the Company asprovided in Section 503 hereof. SECTION 112.GoverningLaw.This Indenture and the Securities and coupons shall be governed by andconstrued in accordance with the law of the State of New York. This Indentureis subject to the provisions of the TIA that are required to be part of thisIndenture and shall, to the extent applicable, be governed by such provisions. SECTION 113.Legal Holidays.In any case where anyInterest Payment Date, Redemption Date, Repayment Date, sinking fund paymentdate, Stated Maturity or Maturity of any Security shall not be a Business Dayat any Place of Payment, then (notwithstanding any other provision of thisIndenture or any Security or coupon other than a provision in the Securities ofany series which specifically states that such provision shall apply in lieuhereof), payment of Interest or any Additional Amounts or principal (andpremium, if any) need not be made at such Place of Payment on such date, butmay be made on the next succeeding Business Day at such Place of Payment withthe same force and effect as if made on the Interest Payment Date, RedemptionDate, Repayment Date or sinking fund payment date, or at the Stated Maturity orMaturity, *prouided* that nointerest shall accrue on the amount so payable for the period from and aftersuch Interest Payment Date, Redemption Date, Repayment Date, sinking fundpayment date, Stated Maturity or Maturity, as the case may be.

 

**ARTICLE TWO**

 

**SECURITIES FORMS**

 

SECTION 201.Forms of Securities.The RegisteredSecurities, if any, of each series and the Bearer Securities, if any, of eachseries and related coupons shall be in substantially the forms as shall be establishedin one or more indentures supplemental hereto or approved from time to time byor pursuant to a Board Resolution in accordance with this Indenture, shall havesuch appropriate insertions, omissions, substitutions and other variations asare required or permitted by this Indenture or any indenture supplementalhereto, and may have such letters, numbers or other marks of identification ordesignation and such legends or endorsements placed thereon as the Company maydeem appropriate and as are not inconsistent with the provisions of thisIndenture, or as may be required to comply with any law or with any rule orregulation made pursuant thereto or with any rule or regulation of any stockexchange on which the Securities may be listed, or to conform to usage.

 

Unless otherwise specified as contemplated by Section 301, BearerSecurities shall have interest coupons attached.

 

The definitiveSecurities and coupons shall be printed, lithographed or engraved or producedby any combination of these methods on a steel engraved border or steelengraved borders or may be produced in any other manner, all as determined bythe officers executing such Securities or coupons, as evidenced by theirexecution of such Securities or coupons. SECTION 202.Formof Trustee’s Certificate of Authentication. Subject to Section 611,theTrustee’s certificate of authentication shall be in substantially the followingform:

 

This is one of theSecurities of the series designated herein referred to in the within- mentionedIndenture.

 

Bankers TrustCompany, as Trustee

 

 

AuthorizedSignatory

 

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SECTION 203.Securities Issuable in GlobalForm.If Securities of or within a series are issuable in global form, asspecified as contemplated by Section 301, then, notwithstandingclause (8) of Section 301 and the provisions of Section 302, anysuch Security shall represent such of the Outstanding Securities of such seriesas shall be specified therein and may provide that it shall represent the aggregateamount of Outstanding Securities of such series from time to time endorsedthereon and that the aggregate amount of Outstanding Securities of such seriesrepresented thereby may from time to time be increased or decreased to reflectexchanges. Any endorsement of a Security in global form to reflect the amount,or any increase or decrease in the amount, of Outstanding Securitiesrepresented thereby shall be made by the Trustee in such manner and uponinstructions given by such Person or Persons as shall be specified therein orin the Company Order to be delivered to the Trustee pursuant toSection 303 or 304. Subject to the provisions of Section 303 and, ifapplicable, Section 304, the Trustee shall deliver and redeliver anySecurity in permanent global form in the manner and upon instructions given bythe Person or Persons specified therein or in the applicable Company Order. Ifa Company Order pursuant to Section 303 or 304 has been, or simultaneouslyis, delivered, any instructions by the Company with respect to endorsement ordelivery or redelivery of a Security in global form shall be in writing butneed not comply with Section 102 and need not be accompanied by an Opinionof Counsel.

 

The provisions of the last sentence of Section 303 shall apply toany Security represented by a Security in global form if such Security wasnever issued and sold by the Company and the Company delivers to the Trusteethe Security in global form together with written instructions (which need notcomply with Section 102 and need not be accompanied by an Opinion ofCounsel) with regard to the reduction in the principal amount of Securitiesrepresented thereby, together with the written statement contemplated by thelast sentence of Section 303.

 

Notwithstanding the provisions of Section 307, unless otherwisespecified as contemplated by Section 301, payment of principal of and anypremium and interest on any Security in permanent global form shall be made tothe Person or Persons specified therein.

 

Notwithstanding the provisions of Section308 and except as provided inthe preceding paragraph, the Company, the Trustee and any agent of the Companyand the Trustee shall treat as the Holder of such principal amount ofOutstanding Securities represented by a permanent global Security (i) inthe case of a permanent global Security in registered form, the Holder of suchpermanent global Security in registered form, or (ii) in the case of apermanent global Security in bearer form, Euroclear and/or CEDEL.

 

**ARTICLE THREE**

 

**THE SECURITIES**

 

SECTION 301.AmountUnlimited; Issuable in Series.The aggregate principal amount of Securitieswhich may be authenticated and delivered under this Indenture is unlimited.

 

The Securities may be issued in one or more series. There shall beestablished in one or more Board Resolutions or pursuant to authority grantedby one or more Board Resolutions and, subject to Section 303, set forth,or determined in the manner provided, in an Officers’ Certificate, orestablished in one or more indentures supplemental hereto, prior to theissuance of Securities of any series, any or all of the following, asapplicable (each of which (except for the matters set forth inclauses (1), (2) and (15) below), if so provided, may be determinedfrom time to time by the Company with respect to unissued Securities of theseries when issued from time to time):

 

(1)           the title of theSecurities of the series (which shall distinguish the Securities of such seriesfrom all other series of Securities);

 

(2)           any limit upon theaggregate principal amount of the Securities of the series that may beauthenticated and delivered under this Indenture (except for Securitiesauthenticated and delivered upon registration of transfer of, or in exchangefor, or in lieu of, other Securities of the series pursuant toSection 304, 305, 306, 906, 1107 or 1305);

 

(3)           the date or dates, orthe method by which such date or dates will be determined, on which theprincipal of the Securities of the series shall be payable;

 

(4)           the rate or rates atwhich the Securities of the series shall bear interest, if any, or the methodby which such rate or rates shall be determined, the date or dates from whichsuch interest shall accrue or the method by which such date or dates shall bedetermined, the Interest Payment Dates on which such interest will be payableand the Regular Record Date, if any, for the interest payable on any RegisteredSecurity on any Interest Payment Date, or the method by which such date shallbe determined, and the basis upon which interest shall be calculated if otherthan that of a 360-day year of twelve 30-day months;

 

(5)           the place or places, ifany, other than or in addition to the Borough of Manhattan, The City of NewYork, where the principal of (and premium or Make-Whole Amount, if any),interest, if any, on, and Additional Amounts, if any, payable in respect of,Securities of the series shall be payable, any Registered Securities of theseries may be surrendered for registration of transfer, exchange or conversionand notices or demands to or upon the Company in respect of the Securities ofthe

 

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series and this Indenturemay be served;

 

(6)           the period or periodswithin which, the price or prices at which, the currency or currencies, currencyunit or units or composite currency or currencies in which, and other terms andconditions upon which Securities of the series may be redeemed, in whole or inpart, at the option of the Company, if the Company is to have the option;

 

(7)           the obligation, if any,of the Company to redeem, repay or purchase Securities of the series pursuantto any provision or at the option of a Holder thereof, and the period orperiods within which or the date or dates on which, the price or prices atwhich, the currency or currencies, currency unit or units or composite currencyor currencies in which, and other terms and conditions upon which Securities ofthe series shall be redeemed, repaid or purchased (including without limitationwhether, and the extent to which, the premium shall be payable in connectiontherewith), in whole or in part, pursuant to such obligation.

 

(8)           if other thandenominations of $1,000 and any integral multiple thereof, the denominations inwhich any Registered Securities of the series shall be issuable and, if otherthan the denomination of $5,000, the denomination or denominations in which anyBearer Securities of the series shall be issuable;

 

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

 

(10)         if other than theprincipal amount thereof, the portion of the principal amount of Securities ofthe series that shall be payable upon declaration of acceleration of theMaturity thereof pursuant to Section 502 or the method by which suchportion shall be determined;

 

(11)         if other than Dollars,the Foreign Currency or Currencies in which payment of the principal of (andpremium or Make-Whole Amount, if any) or interest or Additional Amounts, ifany, on the Securities of the series shall be payable or in which theSecurities of the series shall be denominated;

 

(12)         whether the amount ofpayments of principal of (and premium or Make- Whole Amount, if any) orinterest, if any, on the Securities of the series may be determined withreference to an index, formula or other method (which index, formula or methodmay be based, without limitation, on one or more currencies, currency units,composite currencies, commodities, equity indices or other indices), and themanner in which such amounts shall be determined;

 

(13)         whether the principal of(and premium or Make-Whole Amount, if any) or interest or Additional Amounts,if any, on the Securities of the series are to be payable, at the election ofthe Company, or a Holder thereof, in a currency or currencies, currency unit orunits or composite currency or currencies other than that in which suchSecurities are denominated or stated to be payable, the period or periodswithin which, and the terms and conditions upon which, such election may bemade, and the time and manner of, and identity of the exchange rate agent withresponsibility for, determining the exchange rate between the currency orcurrencies, currency unit or units or composite currency or currencies in whichsuch Securities are denominated or stated to be payable and the currency orcurrencies, currency unit or units or composite currency or currencies in whichsuch Securities are *to* be sopayable;

 

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

 

(15)         any deletions from,modifications of or additions to the Events of Default or covenants of theCompany with respect to Securities of the series, whether or not such Events ofDefault or covenants are consistent with the Events of Default or covenants setforth herein;

 

(16)         whether Securities of theseries are to be issuable as Registered Securities, Bearer Securities (with orwithout coupons) or both, any restrictions applicable to the offer, sale ordelivery of Bearer Securities and the terms upon which Bearer Securities of theseries may be exchanged for Registered Securities of the series and vice versa(if permitted by applicable laws and regulations), whether any Securities ofthe series are to be issuable initially in temporary global form and whetherany Securities of the series are to be issuable in permanent global form withor without coupons and, if so, whether beneficial owners of interests in anysuch permanent global Security may exchange such interests for Securities ofsuch series and of like tenor of any authorized form and denomination and thecircumstances under which any such exchanges may occur, if other than in themanner provided in Section 305, and, if Registered Securities of theseries are to be issuable as a global Security, the identity of the depositaryfor such series;

 

(17)         the date as of which anyBearer Securities of the series and any temporary global Security representingOutstanding Securities of the series shall be dated if other than the date oforiginal issuance of the first Security of the series to be 

 

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issued;

 

(18)         the Person to whom anyinterest on any Registered Security of the series shall be payable, if otherthan the Person in whose name that Security (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Datefor such interest, the manner in which, or the Person to whom, any interest onany Bearer Security of the series shall be payable, if otherwise than uponpresentation and surrender of the coupons appertaining thereto as theyseverally mature, and the extent to which, or the manner in which, any interestpayable on a temporary global Security on an Interest Payment Date will be paidif other than in the manner provided in Section 304;

 

(19)         the applicability, ifany, of Sections 1402 and/or 1403 to the Securities of the series and anyprovisions in modification of, in addition to or in lieu of any of theprovisions of Article Fourteen:

 

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

 

(21)         if the Securities of theseries are to be issued upon the exercise of warrants, the time, manner andplace for such Securities to be authenticated and delivered;

 

(22)         whether and under whatcircumstances the Company will pay Additional Amounts as contemplated bySection 1012 on the Securities of the series to any Holder who is not aUnited States person (including any modification to the definition of suchterm) in respect of any tax, assessment or governmental charge and, if so,whether the Company will have the option to redeem such Securities rather thanpay such Additional Amounts (and the terms of any such option):

 

(23)         the terms and conditions, if any, uponwhich such Debt Securities may be subordinated to other indebtedness of theCompany; and

 

(24)         any other terms of theseries (which terms shall not be inconsistent with the provisions of thisIndenture).

 

All Securities of any one series and the coupons appertaining to anyBearer Securities of such series shall be substantially identical except, inthe case of Registered Securities, as to denomination and except as mayotherwise be provided in or pursuant to such Board Resolution (subject to Section 303)and set forth in such Officers’ Certificate or in any such indenturesupplemental hereto. All Securities of any one series need not be issued at thesame time and, unless otherwise provided, a series may be reopened, without theconsent of the Holders, for issuances of additional Securities of such series.

 

If any of the terms of the Securities of any seriesare established by action taken pursuant to one or more Board Resolutions, acopy of an appropriate record of such action(s) shall be certified by theSecretary or an Assistant Secretary of the Company on behalf of the Company anddelivered to the Trustee at or prior to the delivery of the Officers’Certificate setting forth the terms of the Securities of such series. SECTION 302.Denominations.TheSecurities of each series shall be issuable in such denominations as shall bespecified as contemplated by Section 301. With respect to Securities ofany series denominated in Dollars, in the absence of any such provisions withrespect to the Securities of any series, the Registered Securities of suchseries, other than Registered Securities issued in global form (which may be ofany denomination), shall be issuable in denominations of $1,000 and anyintegral multiple thereof and the Bearer Securities of such series, other thanBearer Securities issued in global form (which may be of any denomination),shall be issuable in a denomination of $5,000. SECTION 303.Execution,Authentication, Delivery and Dating.The Securities and any coupons appertainingthereto shall be executed by the Chairman of the Board, and President or one ofthe Senior Vice Presidents, and the Chief Financial Officer of CPHC, as generalpartner of the Company. The signature of any of these officers on theSecurities and coupons may be manual or facsimile signatures of the present orany future such authorized officer and may be imprinted or otherwise reproducedon the Securities.

 

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

 

At any time and from time to time after the execution and delivery ofthis Indenture, the Company may deliver Securities of any series, together withany coupon appertaining thereto, executed by the Company to the Trustee forauthentication, together with a Company Order for the authentication anddelivery of such Securities, and the Trustee in accordance with the CompanyOrder shall authenticate and deliver such Securities; *provided, houever,* that, in connectionwith its original issuance, no Bearer Security shall be mailed or otherwisedelivered to any location in the United States; and *provided further* that, unless otherwise specified withrespect to any series of Securities pursuant to Section 301, a BearerSecurity may be delivered in connection with its original issuance only if thePerson entitled to receive such Bearer Security shall have furnished acertificate to Euroclear or CEDEL, as the case may be, in the form set forth inExhibit A-1 to this Indenture or such other certificate as may bespecified with respect to any series of Securities pursuant toSection 301, dated no earlier 

 

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than 15 days prior to the earlier of the date on which such BearerSecurity is delivered and the date on which any temporary Security firstbecomes exchangeable for such Bearer Security in accordance with the terms ofsuch temporary Security and this Indenture. If any Security shall berepresented by a permanent global Bearer Security, then, for purposes of thisSection and Section 304, the notation of a beneficial ownefs interesttherein upon original issuance of such Security or upon exchange of a portionof a temporary global Security shall be deemed to be delivery in connectionwith its original issuance of such beneficial owner’s interest in suchpermanent global Security. Except as permitted by Section 306, the Trusteeshall not authenticate and deliver any Bearer Security unless all appurtenantcoupons for interest then matured have been detached and canceled.

 

If all the Securities of any series are not to be issued at one timeand if the Board Resolution or supplemental indenture establishing such seriesshall so permit, such Company Order may set forth procedures acceptable to theTrustee for the issuance of such Securities and determining the terms ofparticular Securities of such series, such as interest rate or formula,maturity date, date of issuance and date from which interest shall accrue. Inauthenticating such Securities, and accepting the additional responsibilitiesunder this Indenture in relation to such Securities, the Trustee shall beentitled to receive, and (subject to TIA Section 315(a) through 315(d))shall be fully protected in relying upon,

 

(i)            an Opinion of Counselcomplying with Section 102 and stating substantially that

 

(a)           the form or forms ofsuch Securities and any coupons have been established in conformity with theprovisions of this Indenture;

 

(b)           the terms of suchSecurities and any coupons have been established in conformity with theprovisions of this Indenture; and

 

(c)           such Securities,together with any coupons appertaining thereto, when completed by appropriateinsertions and executed and delivered by the Company to the Trustee forauthentication in accordance with this Indenture, authenticated and deliveredby the Trustee in accordance with this Indenture and issued by the Company inthe manner and subject to any conditions specified in such Opinion of Counsel,will constitute valid and binding obligations of the Company, enforceable inaccordance with their terms, except (i) as may be limited by bankruptcy,insolvency, reorganization, moratorium or other laws affecting creditors’rights (including, without limitation, the effect of statutory and other lawregarding fraudulent conveyances, fraudulent transfers and preferentialtransfers) and (ii) as may be limited by the exercise of judicialdiscretion and the application of principles of equity, including, withoutlimitation, requirements of good faith, fair dealing, conscionability andmateriality (regardless of whether enforcement is considered in a proceeding inequity or law); and

 

(ii)           an Officers’Certificate stating that all conditions precedent provided for in thisIndenture relating to the issuance of the Securities have been complied withand that, to the best of the knowledge of the signers of such certificate, noEvent of Default with respect to any of the Securities shall have occurred andbe continuing.

 

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

 

Notwithstanding the provisions of Section 301 and of the precedingparagraph, if all the Securities of any series are not to be issued at onetime, it shall not be necessary to deliver an Officers’ Certificate otherwiserequired pursuant to Section 301 or a Company Order, or an Opinion ofCounsel or an Officers’ Certificate otherwise required pursuant to thepreceding paragraph at the time of issuance of each Security of such series,but such order, opinion and certificates, with appropriate modifications tocover such future issuances, shall be delivered at or before the time ofissuance of the first Security of such series.

 

Each Registered Security shall be dated the date of its authenticationand each Bearer Security shall be dated as of the date specified ascontemplated by Section 301.

 

No Security or coupon shall be entitled to any benefit under thisIndenture or be valid or obligatory for any purpose unless there appears onsuch Security or Security to which such coupon appertains a certificate ofauthentication substantially in the form provided for herein duly executed bythe Trustee by manual signature of an authorized signatory, and suchcertificate upon any Security shall be conclusive evidence, and the onlyevidence, that such Security has been duly authenticated and deliveredhereunder and is entitled to the benefits of this Indenture. Notwithstandingthe foregoing, if any Security shall have been authenticated and deliveredhereunder but never issued and sold by the Company, and the Company shalldeliver such Security to the Trustee for cancellation as provided inSection 309 together with a written statement (which need not comply withSection 102 and need not be accompanied by an Opinion of Counsel) statingthat such Security has never been issued and sold by the Company, for allpurposes of this Indenture such Security shall be deemed never to have beenauthenticated and delivered hereunder and shall never be entitled to thebenefits of this Indenture.

 

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SECTION 304.Temporary Securities.(a) Pending thepreparation of definitive Securities of any series, the Company may execute,and upon Company Order, the Trustee shall authenticate and deliver, temporarySecurities which are printed, lithographed, typewritten, mimeographed orotherwise produced, in any authorized denomination, substantially of the tenorof the definitive Securities in lieu of which they are issued, in registeredform, or, if authorized, in hearer form with one or more coupons or withoutcoupons, and with such appropriate insertions, omissions, substitutions andother variations as the officers executing such Securities may determine, asconclusively evidenced by their execution of such Securities. In the case ofSecurities of any series, such temporary Securities may be in global form.

 

Except in the case of temporary Securities in global form (which shallhe exchanged in accordance with Section 304(b) or as otherwise provided inor pursuant to a Board Resolution), if temporary Securities of any series areissued, the Company will cause definitive Securities of that series to beprepared without unreasonable delay. After the preparation of definitivesecurities of such series, the temporary Securities of such series shall heexchangeable for definitive Securities of such series upon surrender of thetemporary Securities of such series at the office or agency of the Company in aPlace of Payment for that series, without charge to the Holder. Upon surrenderfor cancellation of any one or more temporary Securities of any series(accompanied by any non-matured coupons appertaining thereto), the Companyshall execute and the Trustee shall authenticate and deliver in exchangetherefor a like principal amount of definitive Securities of the same series ofauthorized denominations; *provided, however,*that no definitive Bearer Security shall be delivered in exchange for atemporary Registered Security; and *providedfurther* that a definitive Bearer Security shall be delivered inexchange for a temporary Bearer Security only in compliance with the conditionsset forth in Section 303. Until so exchanged, the temporary Securities ofany series shall in all respects be entitled to the same benefits under thisIndenture as definitive Securities of such series.

 

(b)           Unlessotherwise provided in or pursuant to a Board Resolution, thisSection 304(b) shall govern the exchange of temporary Securities issued inglobal form other than through the facilities of The Depository Trust Company.If any such temporary Security is issued in global form, then such temporaryglobal Security shall, unless otherwise provided therein, be delivered to theLondon office of a depositary or common depositary (the “Common Depositary”),for the benefit of Euroclear and CEDEL, for credit to the respective accountsof the beneficial owners of such Securities (or to such other accounts as theymay direct).

 

Without unnecessary delay hut in any event not later than the datespecified in, or determined pursuant to the terms of, any such temporary globalSecurity (the “Exchange Date”), the Company shall deliver to the Trusteedefinitive Securities, in aggregate principal amount equal to the principalamount of such temporary global Security, executed by the Company. On or afterthe Exchange Date, such temporary global Security shall be surrendered by theCommon Depositary to the Trustee, as the Company’s agent for such purpose, tobe exchanged, in whole or from time to time in part, for definitive Securitieswithout charge, and the Trustee shall authenticate and deliver, in exchange foreach portion of such temporary global Security, an equal aggregate principalamount of definitive Securities of the same series of authorized denominationsand of like tenor as the portion of such temporary global Security to beexchanged. The definitive Securities to be delivered in exchange for any suchtemporary global Security shall be in bearer form, registered form, permanentglobal bearer form or permanent global registered form, or any combinationthereof, as specified as contemplated by Section 301, and, if anycombination thereof is so specified, as requested by the beneficial ownerthereof; *provided, however,* that,unless otherwise specified in such temporary global Security, upon suchpresentation by the Common Depositary, such temporary global Security isaccompanied by a certificate dated the Exchange Date or a subsequent date andsigned by Euroclear as to the portion of such temporary global Security heldfor its account then to he exchanged and a certificate dated the Exchange Dateor a subsequent date and signed by CEDEL as to the portion of such temporaryglobal Security held for its account then to be exchanged, each in the form setforth in *Exhibit A-2 to* thisIndenture or in such other form as may be established pursuant toSection 301; and *provided further*that definitive Bearer Securities shall be delivered in exchange for a portionof a temporary global Security only in compliance with the requirements ofSection 303.

 

Unless otherwise specified in such temporary global Security, theinterest of a beneficial owner of Securities of a series in a temporary globalSecurity shall be exchanged for definitive Securities of the same series and oflike tenor following the Exchange Date when the account holder instructsEuroclear or CEDEL, as the case may be, to request such exchange on his behalfand delivers to Euroclear or CEDEL, as the case may be, a certificate in theform set forth in Exhihit A-1 to this Indenture (or in such other form asmay be established pursuant to Section 301), dated no earlier than 15 daysprior to the Exchange Date, copies of which certificate shall be available fromthe offices of Euroclear and CEDEL, the Trustee, any Authenticating Agentappointed for such series of Securities and each Paying Agent. Unless otherwisespecified in such temporary global Security, any such exchange shall be madefree of charge to the beneficial owners of such temporary global Security, exceptthat a Person receiving definitive Securities must bear the cost of insurance,postage, transportation and the like unless such Person takes delivery of suchdefinitive Securities in person at the offices of Euroclear or CEDEL.Definitive Securities in bearer form to be delivered in exchange for anyportion of a temporary global Security shall be delivered only outside theUnited States.

 

Until exchanged in full as hereinabove provided, the temporarySecurities of any series shall in all respects be entitled to the same benefitsunder this Indenture as definitive Securities of the same series and of liketenor authenticated and delivered hereunder, except that, unless otherwisespecified as contemplated by Section 301, interest payable on a temporary globalSecurity on an Interest Payment Date for Securities of such series occurringprior to the applicable Exchange Date shall he payable to Euroclear and CEDELon such Interest Payment Date upon delivery by Euroclear and CEDEL to theTrustee of a certificate or certificates in the form set forth inExhibit A-2 to this Indenture (or in such other forms as may beestablished pursuant to Section 301), for credit without further intereston or after such 

 

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Interest Payment Date tothe respective accounts of Persons who are the beneficial owners of suchtemporary global Security on such Interest Payment Date and who have eachdelivered to Euroclear or CEDEL, as the case may be, a certificate dated noearlier than 15 days prior to the Interest Payment Date occurring prior tosuch Exchange Date in the form set forth as *Exhibit A-1*to this Indenture (or in such other forms as may be established pursuant toSection 301). Notwithstanding anything to the contrary herein contained,the certifications made pursuant to this paragraph shall satisfy thecertification requirements of the preceding two paragraphs of thisSection 304(b) and of the third paragraph of Section 303 of thisIndenture and the interests of the Persons who are the beneficial owners of thetemporary global Security with respect to which such certification was madewill be exchanged for definitive Securities of the same series and of liketenor on the Exchange Date or the date of certification if such date occursafter the Exchange Date, without further act or deed by such beneficial owners.Except as otherwise provided in this paragraph, no payments of principal orinterest owing with respect to a beneficial interest in a temporary globalSecurity will be made unless and until such interest in such temporary globalSecurity shall have been exchanged for an interest in a definitive Security.Any interest so received by Euroclear and CEDEL and not paid as herein providedshall be returned to the Trustee prior to the expiration of two years aftersuch Interest Payment Date in order to be repaid to the Company.SECTION 306.Registration, Registration ofTransfer and Exchange. The Company shall cause to be kept at the CorporateTrust Office of the Trustee or in any offce or agency of the Company in a Placeof Payment a register for each series of Securities (the registers maintainedin such office or in any such office or agency of the Company in a Place ofPayment being herein sometimes referred to collectively as the “SecurityRegister”) in which, subject to such reasonable regulations as it mayprescribe, the Company shall provide for the registration of RegisteredSecurities and of transfers of Registered Securities. The Security Registershall be in written form or *any*other form capable of being converted into written form within a reasonabletime. The Trustee, *as* itsCorporate Trust Office, is hereby initially appointed “Security Registrar” forthe purpose of regmtering Registered Securities and transfers of RegisteredSecurities on such Security Register as herein provided. In the event that theTrustee shall cease to be Security Registrar, it shall have the right toexamine the Security Register at all reasonable times.

 

Subject to the provisions of this Section 305, upon surrender forregistration of transfer of any Registered Security of any series at any officeor agency of the Company in a Place of Payment for that series, the Companyshall execute, and the Trustee shall authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Registered Securitiesof the same series, of any authorized denominations and of a like aggregateprincipal amount, bearing a number not contemporaneously outstanding, andcontaining identical terms and provisions.

 

Subject to the provisions of this Section 305, at the option ofthe Holder, Registered Securities of any series may be exchanged for otherRegistered Securities of the same series, of any authorized denomination ordenominations and of a like aggregate principal amount, containing identicalterms and provisions, upon surrender of the Registered Securities to beexchanged at any such office or agency. Whenever any such Registered Securitiesare so surrendered for exchange, the Company shall execute, and the Trusteeshall authenticate and deliver, the Registered Securities which the Holdermaking the exchange is entitled to receive. Unless otherwise specified withrespect to any series of Securities as contemplated by Section 301, BearerSecurities may not be issued in exchange for Registered Securities.

 

If (but only if) permitted by the applicable Board Resolution and(subject to Section 303) set forth in the applicable Officers’Certificate, or in any indenture supplemental hereto, delivered as contemplatedby Section 301, at the option of the Holder, Bearer Securities of anyseries may be exchanged for Registered Securities of the same series of anyauthorized denominations and of a like aggregate principal amount and tenor,upon surrender of the Bearer Securities to be exchanged at any such office oragency, with all unmatured coupons and all matured coupons in default theretoappertaining. If the Holder of a Bearer Security is unable to produce any suchunmatured coupon or coupons or matured coupon or coupons in default, any suchpermitted exchange may be effected if the Bearer Securities are accompanied bypayment in funds acceptable to the Company in an amount equal to the faceamount of such missing coupon or coupons, or the surrender of such missingcoupon or coupons may be waived by the Company and the Trustee if there isfurnished to them such security or indemnity as they may require to save eachof them and any Paying Agent harmless. If thereafter the Holder of such Securityshall surrender to any Paying Agent any such missing coupon in respect of whichsuch a payment shall have been made, such Holder shall be entitled to receivethe amount of such payment: *provided,however,* that, except as otherwise provided in Section 1002,interest represented by coupons shall be payable only upon presentation andsurrender of those coupons at an office or agency located outside the UnitedStates. Notwithstanding the foregoing, in case a Bearer Security of any seriesis surrendered at any such office or agency in a permitted exchange for aRegistered Security of the same series and like tenor after the close ofbusiness at such office or agency on (i) any Regular Record Date andbefore the opening of business at such office or agency on the relevantInterest Payment Date, or (ii) any Special Record Date and before theopening of business at such office or agency on the related proposed date forpayment of Defaulted Interest, such Bearer Security shall be surrenderedwithout the coupon relating to such Interest Payment Date or proposed date forpayment, as the case may be, and interest or Defaulted Interest, as the casemay be, will not be payable on such Interest Payment Date or proposed date forpayment, as the case may be, in respect of the Registered Security issued inexchange for such Bearer Security, but will be payable only to the Holder ofsuch coupon when due in accordance with the provisions of this Indenture.Whenever any Securities are so surrendered for exchange, the Company shallexecute, and the Trustee shall authenticate and deliver, the Securities whichthe Holder making the exchange is entitled to receive.

 

Notwithstanding the foregoing, except as otherwise specified ascontemplated by Section301, any permanent global Security shall 

 

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be exchangeable only as provided in this paragraph. If the depositaryfor any permanent global Security is “DTC”, then, unless the terms of suchglobal Security expressly permit such global Security to be exchanged in wholeor in part for definitive Securities, a global Security may be transferred, inwhole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC,or to a successor to DTC for such global Security selected or approved hy theCompany or to a nominee of such successor to DTC. If at any time DTC notifiesthe Company that it is unwilling or unable to continue as depositary for theapplicable global Security or Securities or if at any time DTC ceases to be aclearing agency registered under the Exchange Act if *so* required by applicable law or regulation, the Companyshall appoint a successor depositary with respect to such global Security orSecurities. If (x) a successor depositary for such global Security orSecurities is not appointed by the Company within 90 days after the Companyreceives such notice or becomes aware of such unwillingness, inability *or* ineligibility, (y) an Event ofDefault has occurred and is continuing and the beneficial owners representing amajority in principal amount of the applicable series of Securities representedby such global Security or Securities advise DTC to cease acting as depositaryfor such global Security or Securities or (z) the Company, in its solediscretion, determines at any time that all Outstanding Securities (hut notless than alI) of any series issued or issuable in the form of one or moreglobal Securities shall no longer be represented by such global Security orSecurities, then the Company shall execute, and the Trustee shall authenticateand deliver definitive Securities of like series, rank, tenor and terms indefinitive form in an aggregate principal amount equal to the principal amountof such global Security or Securities. If any beneficial owner of an interestin a permanent global Security is otherwise entitled to exchange such interestfor Securities of such series and of like tenor and principal amount of anotherauthorized form and denomination, as specified as contemplated bySection 301 and *provided*that any applicable notice provided in the permanent global Security shall havebeen given, then without unnecessary delay hut in any event not later than theearliest date on which such interest may be so exchanged, the Company shallexecute, and the Trustee shall authenticate and deliver definitive Securitiesin aggregate principal amount equal to the principal amount of such beneficialowner’s interest in such permanent global Security. On or after the earliestdate on which such interests may be so exchanged, such permanent globalSecurity shall be surrendered for exchange by DTC or such other depositary asshall be specified in the Company Order with respect thereto to the Trustee, asthe Company’s agent for such purpose; *provided,however,* that no such exchanges may occur during a period beginningat the opening of business 15 days before any selection of Securities tobe redeemed and ending on the relevant Redemption Date if the Security forwhich exchange is requested may be among those selected for redemption; and *provided further* that no Bearer Securitydelivered in exchange for a portion of a permanent global Security shall bemailed or otherwise delivered to any location in the United States. If aRegistered Security is issued in exchange for any portion of a permanent globalSecurity after the close of business at the office or agency where suchexchange occurs on (i) any Regular Record Date and before the opening ofbusiness at such offIce or agency on the relevant Interest Payment Date, or(ii) any Special Record Date and the opening of business at such office oragency on the related proposed date for payment of Defaulted Interest, interestor Defaulted Interest, as the case may be, will not be payable on such InterestPayment Date or proposed date for payment, as the case may be, in respect ofsuch Registered Security, but will be payable on such Interest Payment Date orproposed date for payment, as the case may be, only to the Person to whominterest in respect of such portion of such permanent global Security ispayable in accordance with the provisions of this Indenture.

 

*All* Securities issued upon anyregistration of transfer or exchange of Securities shall be the validobligations of the Company, evidencing the same debt, and entitled to the samebenefits under this Indenture, as the Securities surrendered upon suchregistration of transfer or exchange.

 

Every Registered Security presented or surrendered for registration oftransfer or for exchange or redemption shall (if so required by the Company orthe Security Registrar) be duly endorsed, or be accompanied by a writteninstrument of transfer in form satisfactory to the Company and the SecurityRegistrar, duly executed by the Holder thereof or his attorney duly authorizedin writing.

 

No service charge shall be made for any registration of transfer orexchange of Securities, but the Company may require payment of a sum sufficientto cover any tax or other governmental charge that may be imposed in connectionwith any registration of transfer or exchange of Securities, other thanexchanges pursuant to Section 304, 906, 1107 or 1305 not involving anytransfer.

 

The Company, or the Trustee, as applicable, shall notbe required (i) to issue, register the transfer of or exchange anySecurity if such Security may be among those selected for redemption during aperiod beginning at the opening of business 15 days before selection ofthe Securities to be redeemed under Section 1103 and ending at the closeof business on (A) if such Securities are issuable only as RegisteredSecurities, the day of the mailing of the relevant notice of redemption and(B) if such Securities are issuable as Bearer Securities, the day of thefirst publication of the relevant notice of redemption or, if such Securitiesare also issuable as Registered Securities and there is no publication, themailing of the relevant notice of redemption, or (ii) to register thetransfer of or exchange any Registered Security so selected for redemption inwhole or in part, except, in the case of any Registered Security to be redeemedin part, the portion thereof not to be redeemed, or (iii) to exchange anyBearer Security so selected for redemption except that such a Bearer Securitymay be exchanged for a Registered Security of that series and like tenor, *provided* that such Registered Securityshall be simultaneously surrendered for redemption, or (iv) to issue,register the transfer of or exchange any Security which has been surrenderedfor repayment at the option of the Holder, except the portion, if any, of suchSecurity not to be so repaid. SECTION 306.Mutilated,Destroyed, Lost and Stolen Securities.If any mutilated Security or a Securitywith a mutilated coupon appertaining to it is surrendered to the Trustee or theCompany, together with, in proper cases, such security or indemnity as may berequired by the Company or the Trustee to save each of them or any agent ofeither of them harmless, the Company shall execute and the Trustee shallauthenticate and deliver in exchange therefor a new Security of the same seriesand principal amount, containing identical terms and provisions and bearing anumber

 

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not contemporaneously outstanding, with couponscorresponding to the coupons, if any, appertaining to the surrendered Security.

 

If there shall be delivered to the Company and to the Trustee(i) evidence to their satisfaction of the destruction, loss or theft ofany Security or coupon, and (ii) such security or indemnity as may berequired by them to save each of them and any agent of either of them harmless,then, in the absence of notice to the Company or the Trustee that such Securityor coupon has been acquired by a bona fide purchaser, the Company shall executeand upon its request the Trustee shall authenticate and deliver, in lieu of anysuch destroyed, lost or stolen Security or in exchange for the Security towhich a destroyed, lost or stolen coupon appertains (with all appurtenantcoupons not destroyed, lost or stolen), a new Security of the same series andprincipal amount, containing identical terms and provisions and bearing anumber not contemporaneously outstanding, with coupons corresponding to thecoupons, if any, appertaining to such destroyed, lost or stolen Security or tothe Security to which such destroyed, lost or stolen coupon appertains.

 

Notwithstanding the provisions of the previous two paragraphs, in caseany such mutilated, destroyed, lost or stolen Security or coupon has become oris about to become due and payable, the Company in its discretion may, insteadof issuing a new Security, with coupons corresponding to the coupons, *if* any, appertaining to such destroyed,lost or stolen Security or to the Security to which such destroyed, lost orstolen coupon appertains, pay such Security or coupon; *provided, however,* that payment ofprincipal of (and premium or Make-Whole Amount, if any), any interest on andany Additional Amounts with respect to, Bearer Securities shall, except asotherwise provided in Section 1002, be payable only at an office or agencylocated outside the United States and, unless otherwise specified ascontemplated by Section 301, any interest on Bearer Securities shall bepayable only upon presentation and surrender of the coupons appertainingthereto.

 

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

 

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

 

The provisions of this Section are exclusive andshall preclude (to the extent lawful) all other rights and remedies withrespect to the replacement or payment of mutilated, destroyed, lost or stolenSecurities or coupons. SECTION 307.Payment ofInterest; Interest Rights Preserved. Except as otherwise specified with respectto a series of Securities in accordance with the provisions ofSection 301, interest on any Registered Security that is payable, and ispunctually paid or duly provided for, on any Interest Payment Date shall bepaid to the Person in whose name that Security (or one or more PredecessorSecurities) is reestered at the close of business on the Regular Record Datefor such interest at the office or agency of the Company maintained for suchpurpose pursuant to Section 1002; *provided,however,* that each installment of interest on any RegisteredSecurity may at the Company’s option be paid by (i) mailing a check forsuch interest, payable to or upon the written order of the Person entitledthereto pursuant to Section 308, to the address of such Person as itappears on the Security Register or (ii) transfer to an account maintainedby the payee located inside the United States.

 

Unless otherwise provided as contemplated by Section 301 withrespect to the Securities of any series, payment of interest may be made, inthe case of a Bearer Security, by transfer to an account maintained by thepayee with a bank located outside the United States.

 

Unless otherwise provided as contemplated by Section 301, everypermanent global Security will provide that interest, if any, payable on anyInterest Payment Date will he paid to DTC, Euroclear and/or CEDEL, as the casemay be, with respect to that portion of such permanent global Security held forits account by Cede & Co. or the Common Depositary, as the case maybe, for the purpose of permitting such party to credit the interest received byit in respect of such permanent global Security to the accounts of itsparticipants for the benefit of the beneficial owners thereof.

 

In case a Bearer Security of any series is surrendered in exchange fora Registered Security of such series after the close of business (at an officeor agency in a Place of Payment for such series) on any Regular Record Date andbefore the opening of business (at such office or agency) on the nextsucceeding Interest Payment Date, such Bearer Security shall be surrenderedwithout the coupon relating to such Interest Payment Date and interest will notbe payable on such Interest Payment Date in respect of the Registered Securityissued in exchange for such Bearer Security, but will be payable only to theHolder of such coupon when due in accordance with the provisions of thisIndenture.

 

Except as otherwise specified with respect to a series of Securities inaccordance with the provisions of Section 301, any interest on any RegisteredSecurity of any series that is payable, but is not punctually paid or dulyprovided for, on any Interest Payment Date (herein called “Defaulted Interest”)shall forthwith cease to be payable to the registered Holder thereof on therelevant Regular Record Date by virtue of having been such Holder, and suchDefaulted Interest may be paid by the Company at its election in each case, as

 

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provided in clause (1)or (2) below:

 

(1)                                  TheCompany may elect to make payment of any Defaulted Interest to the Persons inwhose names the Registered Securities of such series (or their respectivePredecessor Securities) are registered at the close of business on a specialRecord Date for the payment of such Defaulted Interest, which shall be fixed inthe following manner. The Company shall notify the Trustee in writing of theamount of Defaulted Interest proposed to be paid on each Registered Security ofsuch series and the date of the proposed payment (which shall not be less than20 days after such notice is received by the Trustee), and at the same time theCompany shall deposit with the Trustee an amount of money in the currency orcurrencies, currency unit or units or composite currency or currencies in whichthe Securities of such series are payable (except as otherwise specifiedpursuant to Section 301 for the Securities of such series) equal to theaggregate amount proposed to be paid in respect of such Defaulted Interest orshall make arrangements satisfactory to the Trustee for such deposit on orprior to the date of the proposed payment, such money when deposited to be heldin trust for the benefit of the Persons entitled to such Defaulted Interest asin this clause provided. Thereupon the Trustee shall fix a Special Record Datefor the payment of such Defaulted Merest which shall be not more than15 days and not less than 10 days prior to the date of the proposedpayment and not less than 10 days after the receipt by the Trustee of thenotice of the proposed payment. The Trustee shall promptly not& the Companyof 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 theSpecial Record Date therefor to be mailed, first-class postage prepaid, to eachHolder of Registered Securities of such series at his address as it appears inthe Security Register not less than 10 days prior to such Special RecordDate. The Trustee may, in its discretion, in the name and at the expense of theCompany, cause a similar notice to be published at least once in an AuthorizedNewspaper in each place of payment, but such publications shall not be acondition precedent to the establishment of such Special Record Date. Notice ofthe proposed payment of such Defaulted Interest and the Special Record Datetherefor having been mailed as aforesaid, such Defaulted Interest shall be paidto the Persons in whose names the Registered Securities of such series (ortheir respective Predecessor Securities) are registered at the close ofbusiness on such Special Record Date and shall no longer be payable pursuant tothe following clause (2). In case a Bearer Security of any series issurrendered at the office or agency in a Place of Payment for such series inexchange for a Registered Security of such series after the close of businessat such office or agency on any Special Record Date and before the opening ofbusiness at such office or agency on the related proposed date for payment ofDefaulted Interest, such Bearer Security shall be surrendered without thecoupon relating to such proposed date of payment and Defaulted Interest willnot be payable on such proposed date of payment in respect of the RegisteredSecurity issued in exchange for such Bearer Security, but will be payable onlyto the Holder of such coupon when due in accordance with the provisions of thisIndenture.

 

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

 

Subject to the foregoing provisions of thisSection and Section 305, each Security delivered under this Indentureupon registration of transfer of or in exchange for or in lieu of any otherSecurity shall carry the rights to interest accrued and unpaid, and to accrue,which were carried by such other Security. SECTION 308.PersonsDeemed Owners.Prior to due presentment of a Registered Security forregistration of transfer, the Company, the Trustee and any agent of the Companyor the Trustee may treat the Person in whose name such Registered Security isregistered as the owner of such Security for the purpose of receiving paymentof principal of (and premium or Make-Whole Amount, if any), and (subject toSections 305 and 307) interest on, such Registered Security and for all otherpurposes whatsoever, whether or not such Registered Security be overdue, andnone of the Company, the Trustee or any agent of the Company or the Trustee shallbe affected by notice to the contrary.

 

Title to any Bearer Security and any coupons appertaining thereto shallpass by delivery. The Company, the Trustee and any agent of the Company or theTrustee may treat the Holder of any Bearer Security and the Holder of anycoupon as the absolute owner of such Security or coupon for the purpose ofreceiving payment thereof or on account thereof and for all other purposeswhatsoever, whether or not such Security or coupon be overdue, and none of theCompany, the Trustee or any agent of the Company or the Trustee shall beaffected by notice to the contrary.

 

None of the Company, the Trustee, any Paying Agent or the SecurityRegistrar will have any responsibility or liability for any aspect of therecords relating to or payments made on account of beneficial ownershipinterests of a Security in global form or for maintaining, supervising orreviewing any records relating to such beneficial ownership interests.

 

Notwithstanding the foregoing, with respect to anyglobal Security, nothing herein shall prevent the Company, the Trustee, or anyagent of the Company, or the Trustee, from giving effect to any writtencertification, proxy or other authorization furnished by any depositary, as aHolder, with respect to such global Security or impair, as between suchdepositary, its participants and owners of beneficial interests in such globalSecurity, the operation of customary practices governing the exercise of therights of such depositary (or its nominee) as Holder of such global Security. SECTION 309.Cancellation.*All* Securities and coupons surrendered for payment,redemption,

 

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repayment at the optionof the Holder, registration of transfer or exchange or for credit against anysinking fund payment shall, if surrendered to any Person other than theTrustee, be delivered to the Trustee, and any such Securities and coupons andSecurities and coupons surrendered directly to the Trustee for any such purposeshall be promptly canceled by it. The Company may at any time deliver to theTrustee for cancellation any Securities previously authenticated and deliveredhereunder which the Company may have acquired in any manner whatsoever, and maydeliver to the Trustee (or to any other Person for delivery to the Trustee) forcancellation any Securities previously authenticated hereunder which theCompany has not issued and sold, and all Securities so delivered shall bepromptly canceled by the Trustee. If the Company shall so acquire any of theSecurities, however, such acquisition shall not operate as a redemption orsatisfaction of the indebtedness represented by such Securities unless anduntil the same are surrendered to the Trustee for cancellation. No Securitiesshall be authenticated in lieu of or in exchange for any Securities canceled asprovided in this Section, except as expressly permitted by this Indenture.Canceled Securities and coupons held by the Trustee shall be destroyed by theTrustee and the Trustee shall deliver a certificate of such destruction to theCompany, unless by the Company Order, the Company directs their return to it. SECTION 310.Computation of Interest.Except asotherwise specified as contemplated by Section 301 with respect toSecurities of any series, interest on the Securities of each series shall becomputed on the basis of a 360-day year consisting of twelve 30-day months.

 

**ARTICLE FOUR**

 

**SATISFACTIONAND DISCHARGE**

 

SECTION 401.Satisfactionand Discharge of Indenture.This Indenture shall upon Company Request cease tobe of further effect with respect to any series of Securities specified in suchCompany Request (except as to any surviving rights of registration of transferor exchange of Securities of such series herein expressly provided for and anyright to receive Additional Amounts, as provided in Section 1012), and theTrustee, upon receipt of a Company Order, and at the expense of the Company,shall execute proper instruments acknowledging satisfaction and discharge ofthis Indenture as to such series when,

 

(1)                                  either

 

(A)                              allSecurities of such series theretofore authenticated and delivered and allcoupons, if any, appertaining thereto (other than (i) coupons appertainingto Bearer Securities surrendered for exchange for Registered Securities andmaturing after such exchange, whose surrender is not required or has beenwaived as provided in Section 305, (ii) Securities and coupons ofsuch series which have been destroyed, lost or stolen and which have beenreplaced or paid as provided in Section 306, (iii) couponsappertaining to Securities called for redemption and maturing after therelevant Redemption Date, whose surrender has been waived as provided inSection 1106, and (iv) Securities and coupons of such series forwhose payment money has theretofore been deposited in trust or segregated andheld in trust by the Company and thereafter repaid to the Company or dischargedfrom such trust, as provided in Section 1003) have been delivered to theTrustee for cancellation; or

 

(B)                                allSecurities of such series and, in the case of (i) or (ii) below, anycoupons appertaining thereto not theretofore delivered to the Trustee forcancellation

 

(i)                                     havebecome due and payable, or

 

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

 

(iii)                               ifredeemable at the option of the Company, are to be called for redemption withinone year under arrangements satisfactory to the Trustee for the giving ofnotice of redemption by the Trustee in the name, and at the expense of theCompany,

 

and the Company, in the case of (i), (ii) or(iii) above, has irrevocably deposited or caused to be deposited with theTrustee as trust funds in trust for the purpose an amount in the currency orcurrencies, currency unit or units or composite currency or currencies in whichthe Securities of such series are payable, sufficient to pay and discharge theentire indebtedness on such Securities and such coupons not theretoforedelivered to the Trustee for cancellation, for principal (and premium orMake-Whole Amount, if any) and interest, and any Additional Amounts withrespect thereto, to the date of such deposit (in the case of Securities whichhave become due and payable) or to the Stated Maturity or Redemption Date, asthe case may be;

 

(2)                                  theCompany has paid or caused to be paid all other sums payable hereunder by theCompany: and

 

(3)                                  theCompany has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel, each stating that all conditions precedent herein provided forrelating to the satisfaction and discharge of this Indenture as to such serieshave been complied with.

 

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Notwithstanding the satisfaction and discharge of thisIndenture, the obligations of the Company to the Trustee and any predecessorTrustee under Section 606, the obligations of the Company to anyAuthenticating Agent under Section 611 and, if money shall have beendeposited with and held by the Trustee pursuant to subclause (B) of clause(1) of this Section, the obligations of the Trustee under Section 402 andthe last paragraph of Section 1003 shall survive. SECTION 402.Applicationof Trust Funds.Subject to the provisions of the last paragraph ofSection 1003, all money deposited with the Trustee pursuant toSection 401 shall be held in trust and applied by it, in accordance withthe provisions of the Securities, the coupons and this Indenture, to thepayment, either directly or through any Paying Agent (including the Companyacting as its own Paying Agent) as the Trustee may determine, to the Personsentitled thereto, of the principal (and premium or Make-Whole Amount, if any),and any interest and Additional Amounts for whose payment such money hasdeposited with or received by the Trustee, but such money need not besegregated from other funds except to the extent required by law.

 

**ARTICLE FIVE**

 

**REMEDIES**

 

SECTION 601.Events ofDefault.“Event of Default,” wherever used herein with respect to anyparticular series of Securities, means any one of the following events(whatever the reason for such Event of Default and whether or not it shall bevoluntary or involuntary or be effected by operation of law or pursuant to anyjudgment, decree or order of any court or any order, rule or regulation of anyadministrative or governmental body):

 

(1)                                  defaultin the payment of any interest upon or any Additional Amounts payable inrespect of any Security of that series or of any coupon appertaining thereto,when such interest, Additional Amounts or coupon becomes due and payable, andcontinuance of such default for a period of 30 days; or

 

(2)                                  defaultin the payment of the principal of (or premium or Make-Whole Amount, if any,on) any Security of that series when it becomes due and payable at itsMaturity; or

 

(3)                                  defaultin the making of any sinking fund payment when and as due by the terms of anySecurity of that series; or

 

(4)                                  defaultin the performance, or breach, of any covenant or warranty of the Company inthis Indenture with respect to any Security of that series (other than acovenant or warranty a default in whose performance or whose breach iselsewhere in this Section specifically dealt with), and continuance ofsuch default or breach for a period of 60 days after there has been given,by registered or certified mail to the Company, by the Trustee or to theCompany, and the Trustee by the Holders of at least 25% in principal amount ofthe Outstanding Securities of that series a written notice specifying suchdefault or breach and requiring it to be remedied and stating that such notice isa “Notice of Default” hereunder; or

 

(5)                                  adefault under any bond, debenture, note or other evidence of indebtedness ofthe Company, or under any mortgage, indenture or other instrument of theCompany (including a default with respect to Securities of any series otherthan that series) under which there may be issued or by which there may besecured any indebtedness of the Company (or by any Subsidiary, the repayment ofwhich the Company has guaranteed or for which the Company is directlyresponsible or liable as obligor or guarantor on a full recourse basis) whethersuch indebtedness now exists or shall hereafter he created, which default shallconstitute a failure to pay an aggregate principal amount exceeding $10,000,000of such indebtedness when due and payable after the expiration of anyapplicable grace period with respect thereto and shall have resulted in suchindebtedness in an aggregate principal amount exceeding $10,000,000 becoming orbeing declared due and payable prior to the date on’which it would otherwisehave become due and payable, without such indebtedness having been discharged,or such acceleration having been rescinded or annulled, within a period of10 days after there shall have been given, by registered or certifiedmail, to the Company by the Trustee or to the Company and the Trustee by theHolders of at least 10%in principal amount of the Outstanding Securities ofthat series a written notice specifying such default and requiring theCompany to cause such indebtedness to be discharged or cause such accelerationto be rescinded or annulled and stating that such notice is a “Notice ofDefault” hereunder; or

 

(6)                                  theCompany or any Significant Subsidiary pursuant to or within the meaning of anyBankruptcy Law:

 

(A)                              commencesa voluntary case,

 

(B)                                consentsto the entry of an order for relief against it in an involuntary case,

 

(C)                                consentsto the appointment of a Custodian of it or for all or substantially all of itsproperty, or

 

(D)                               makesa general assignment for the benefit of its creditors; or

 

 

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(7)                                  acourt of competent jurisdiction enters an order or decree under any BankruptcyLaw that:

 

(A)                              isfor relief against the Company or any Significant Subsidiary in an involuntarycase,

 

(B)                                appointsa Custodian of the Company or any Significant Subsidiary or for all orsubstantially all of either of its property, or

 

(C)                                ordersthe liquidation of the Company or any Significant Subsidiary, and the order ordecree remains unstayed and in effect for 90 days: or

 

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

 

As used in this Section 501, the term “BankruptcyLaw” means Title 11 US. Code or any similar Federal or State law for the reliefof debtors and the term “Custodian” means any receiver, trustee, assignee,liquidator or other similar official under any Bankruptcy Law.SECTION 502.Acceleration of Maturity;Rescission and Annulment. If an Event of Default with respect to Securities ofany series at the time Outstanding occurs and is continuing (other than anEvent of Default specified in clause (6) or (7) of Section 501 thatoccurs with respect to the Company), then and in every such case the Trustee orthe Holders of not less than ***25%*** in principal amount of the Outstanding Securities ofthat series may declare the principal of (or, if any Securities are OriginalIssue Discount Securities or Indexed Securities, such portion of the principalas may be specified in the terms thereof), and premium (if any) and accruedinterest on, the Securities of that series to be due and payable immediately,by a notice in writing to the Company, (and to the Trustee if given by theHolders), and upon any such declaration such principal, premium (if any), andaccrued interest or specified portion thereof shall become immediately due andpayable. In the event of a declaration of acceleration because an Event ofDefault set forth in clause (5) of Section 501 has occurred and iscontinuing, such declaration of acceleration shall be automatically rescindedand annulled if the event of default triggering such Event of Default pursuantto clause (5) along with any other events of default that have beentriggered by the Event of Default (whether or not a notice or declaration of accelerationshall have been given by the holders of the relevant indebtedness) shall beremedied or cured by the Company and /or the relevant Subsidiary or waived bythe holders of the relevant indebtedness within 60 days after thedeclaration of acceleration with respect thereto. If an Event of Defaultspecified in clause (6) or (7) of Section 501 occurs with respect tothe Company, the principal of (or specified portion thereof), premium, if any,and accrued interest on the Securities of all series then outstanding shall *ipso facto* become and be immediately dueand payable without any declaration or other act on the part of the Trustee orany Holder.

 

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

 

(1)                                  theCompany has paid or deposited with the Trustee a sum sufficient to pay in thecurrency, currency unit or composite currency in which the Securities of suchseries are payable (except as otherwise specified pursuant to Section 301for the Securities of such series):

 

(A)                              alloverdue installments of interest on and any Additional Amounts payable inrespect of all Outstanding Securities of that series and any related coupons,

 

(B)                                theprincipal of (and premium or Make-Whole Amount, if any, on) any OutstandingSecurities of that series which have become due otherwise than by suchdeclaration of acceleration and interest thereon at the rate or rates home byor provided for in such Securities,

 

(C)                                tothe extent that payment of such interest is lawful, interest upon overdueinstallments of interest and any Additional Amounts at the rate or rates borneby or provided for in such Securities, and

 

(D)                               allsums paid or advanced by the Trustee hereunder and the reasonable compensation,expenses, disbursements and advances of the Trustee, its agents and counsel;and

 

(2)                                  allEvents of Default with respect to Securities of that series, other than thenonpayment of the principal of (or premium or Make-Whole Amount, if any) orinterest on Securities of that series which have become due solely by suchdeclaration of acceleration, have been cured or waived as provided inSection 513.

 

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

 

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SECTION 503.Collectionof Indebtedness and Suits for Enforcement by Trustee. The Company covenantsthat if:

 

(1)                                  defaultis made in the payment of any installment of interest or Additional Amounts, ifany, on any Security of any series and any related coupon when such interest orAdditional Amount becomes due and payable and such default continues for aperiod of 30 days, or

 

(2)                                  defaultis made in the payment of the principal of (or premium or Make-Whole Amount, ifany, on) any Security of any series at its Maturity, then the Company will,upon demand of the Trustee, pay to the Trustee, for the benefit of the Holdersof such Securities of such series and coupons, the whole amount then due andpayable on such Securities and coupons for principal (and premium or Make-WholeAmount, if any) and interest and Additional Amount, with interest upon anyoverdue principal (and premium or Make-Whole Amount, if any) and, to the extentthat payment of such interest shall be legally enforceable, upon any overdueinstallments of interest or Additional Amounts, if any, at the rate or ratesborne by or provided for in such Securities, and, in addition thereto, suchfurther amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel.

 

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 institutea judicial proceeding for the collection of the sums so due and unpaid, and mayprosecute such proceeding to judgment or final decree, and may enforce the sameagainst the Company, or any other obligor upon such Securities of such seriesand collect the moneys adjudged or decreed to be payable in the manner providedby law out of the property of the Company or any other obligor upon suchSecurities of such series, wherever situated.

 

If an Event of Default with respect to Securities ofany series occurs and is continuing, the Trustee may in its discretion proceedto protect and enforce its rights and the rights of the Holders of Securitiesof such series and any related coupons by such appropriate judicial proceedingsas the Trustee shall deem most effectual to protect and enforce any suchrights, whether for the specific enforcement of any covenant or agreement inthis Indenture or in aid of the exercise of any power granted herein, or toenforce any other proper remedy. SECTION 504.TrusteeMay 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 otherobligor upon the Securities or the property of the Company or of such otherobligor or their creditors, the Trustee (irrespective of whether the principalof the Securities of any series shall then be due and payable as thereinexpressed or by declaration or otherwise and irrespective of whether theTrustee shall have made any demand on the Company for the payment of overdueprincipal, premium or Make-Whole Amount, if any, or interest) shall be entitledand empowered, by intervention in such proceeding or otherwise:

 

(i)                                     tofile and prove a claim for the whole amount, or such lesser amount as may beprovided for in the Securities of such series, of principal (and premium orMake-Whole Amount, if any) and interest and Additional Amounts, if any, owingand unpaid in respect of the Securities and to file such other papers ordocuments as may be necessary or advisable in order to have the claims of theTrustee (including any claim for the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel) and of the Holders allowedin such judicial proceeding, and

 

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

 

and any custodian, receiver, assignee, trustee,liquidator, sequestrator (or other similar official) in any such judicialproceeding is hereby authorized by each Holder of Securities of such series andcoupons to make such payments to the Trustee, and in the event that the Trusteeshall consent to the making of such payments directly to the Holders, to pay tothe Trustee any amount due to it for the reasonable compensation, expenses,disbursements and advances of the Trustee and any predecessor Trustee, their agentsand counsel, and any other amounts due the Trustee or any predecessor Trusteeunder Section 606.

 

Nothing herein contained shall be deemed to authorizethe Trustee to authorize or consent to or accept or adopt on behalf of anyHolder of a Security or coupon any plan of reorganization, arrangement,adjustment or composition affecting the Securities or coupons or the rights ofany Holder thereof, or to authorize the Trustee to vote in respect of the claimof any Holder of a Security or coupon in any such proceeding. SECTION 505.Trustee May Enforce Claims WithoutPossession of Securities or Coupons.All rights of action and claims under thisIndenture or any of the Securities or coupons may be prosecuted and enforced bythe Trustee without the possession of any of the Securities or coupons or theproduction thereof in any proceeding relating thereto, and any such proceedinginstituted by the Trustee shall be brought in its own name as trustee of anexpress trust, and any recovery of judgment shall, after provision for thepayment of the reasonable compensation, expenses, disbursements and advances ofthe Trustee, ita agents and counsel, be for the ratable benefit of the Holdersof the Securities and coupons in respect of which such judgment has beenrecovered. SECTION 506.Application of MoneyCollected.Any money collected by the Trustee pursuant to thisArticle shall be applied in the following order, at the date or datesfixed by the Trustee and, in case of the distribution of such money on accountof principal (or premium or Make-Whole Amount, if any) or interest and anyAdditional Amounts, upon presentation of the Securities or coupons, or both, asthe case may be, and the notation thereon of the payment if only partially paidand upon surrender thereof if fully paid:

 

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FIRST: To thepayment of all amounts due the Trustee and any predecessor Trustee underSection 606;

 

SECOND: To thepayment of the amounts then due and unpaid upon the Securities and coupons forprincipal (and premium or Make-Whole Amount, if any) and interest and anyAdditional Amounts payable, in respect of which or for the benefit of whichsuch money has been collected, ratably, without preference or priority of anykind, according to the aggregate amounts due and payable on such Securities andcoupons for principal (and premium or Make-Whole Amount, if any), interest andAdditional Amounts, respectively; and

 

THIRD: To the payment of the remainder, if any, to the Company. SECTION 507.Limitation on Suits.No Holder of anySecurity of any series or any related coupon shall have any right to instituteany proceeding, judicial or otherwise, with respect to this Indenture, or forthe appointment of a receiver or trustee, or for any other remedy hereunder,unless:

 

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

 

(2)                                  theHolders of not less than *25%* inprincipal amount of the Outstanding Securities of that series shall have madewritten request to the Trustee to institute proceedings in respect of suchEvent of Default in its own name as Trustee hereunder;

 

(3)                                  suchHolder or Holders have offered to the Trustee indemnity reasonably satisfactoryto the Trustee against the costs, expenses and liabilities to be incurred incompliance with such request:

 

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

 

(5)                                  nodirection inconsistent with such written request has been given to the Trusteeduring such 60-day period by the Holders of a majority in principal amount ofthe Outstanding Securities of that series; it being understood and intendedthat no one or more of such Holders shall have any right in any manner whateverby virtue of, or by availing of, any provision of this Indenture to affect,disturb or prejudice the rights of any other of such Holders, or to obtain orto seek to obtain priority or preference over any other of such Holders or toenforce any right under this Indenture, except in the manner herein providedand for the equal and ratable benefit of all such Holders. SECTION 508.UnconditionalRight of Holders to Receive Principal, Premium or Make-Whole Amount, if any,Interest and Additional Amounts. Notwithstanding any other provision in thisIndenture, the Holder of any Security or coupon shall have the right which isabsolute and unconditional to receive payment of the principal of (and premiumor Make-Whole Amount, if any) and (subject to Sections 305 and 307) intereston, and any Additional Amounts in respect of, such Security or payment of suchcoupon on the respective due dates expressed in such Security or coupon (or, inthe case of redemption, on the Redemption Date) and to institute suit for theenforcement of any such payment, and such rights shall not be impaired withoutthe consent of such Holder. SECTION 509.Restorationof Rights and Remedies.If the Trustee or any Holder of a Security or coupon hasinstituted any proceeding to enforce any right or remedy under this Indentureand such proceeding has been discontinued or abandoned for any reason, or hasbeen determined adversely to the Trustee or to such Holder, then and in everysuch case, the Company, the Trustee and the Holders of Securities and couponsshall, subject to any determination in such proceeding, be restored severallyand respectively to their former positions hereunder and thereafter all rightsand remedies of the Trustee and the Holders shall continue as though no suchproceeding had been instituted. SECTION 510.Rightsand Remedies Cumulative.Except as otherwise provided with respect to thereplacement or payment of mutilated, destroyed, lost or stolen Securities orcoupons in the last paragraph of Section 306, no right or remedy hereinconferred upon or reserved to the Trustee or to the Holders of Securities orcoupons is intended to be exclusive of any other right or remedy, and everyright and remedy shall, to the extent permitted by law, be cumulative and inaddition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of anyright or remedy hereunder, or otherwise, shall not prevent the concurrent assertionor employment of any other appropriate right or remedy. SECTION 511.Delayor Omission Not Waiver.No delay or omission of the Trustee or of any Holder ofany Security or coupon to exercise any right or remedy accruing upon any Eventof Default shall impair any such right or remedy or constitute a waiver of anysuch Event of Default or an acquiescence therein. Every right and remedy givenby this Article or by law to the Trustee or to the Holders may beexercised from time to time, and as often as may be deemed expedient, by theTrustee or by the Holders of Securities or coupons, as the case may be. SECTION 512.Control by Holders of Securities.TheHolders of not less than a majority in principal amount of the OutstandingSecurities of any series shall have the right to direct the time, method andplace of conducting any proceeding for any remedy available to the Trustee orexercising any trust or power conferred on the Trustee with respect to theSecurities of such series, *provided*that

 

(1)                                  suchdirection shall not be in conflict with any rule of law or with this Indenture.

 

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(2)                                  theTrustee may take any other action deemed proper by the Trustee which is notinconsistent with such direction, and

 

(3)                                  theTrustee need not take any action which might involve it in personal liabilityor be unduly prejudicial to the Holders of Securities of such series notjoining therein. SECTION 513.Waiver of PastDefaults.The Holders of not less than a majority in principal amount of theOutstanding Securities of any series may on behalf of the Holders of all theSecurities of such series and any related coupons waive any past defaulthereunder with respect to such series and its consequences, except a default

 

(1)                                  inthe payment of the principal of (or premium or Make-Whole Amount, if any) orinterest on or Additional Amounts payable in respect of any Security of suchseries or any related coupons, or

 

(2)                                  inrespect of a covenant or provision hereof which under Article Nine cannotbe modified or amended without the consent of the Holder of each OutstandingSecurity of such series affected.

 

Upon any such waiver, such default shall cease toexist, and any Event of Default arising therefrom shall be deemed to have beencured, for every purpose ***of***this Indenture; but no such waiver shall extend to any subsequent or otherdefault or Event of Default or impair any right consequent thereon. SECTION 514.Waiver of Usury, Stay or ExtensionLaws.The Company covenants (to the extent that it may lawfully do so) that itwill not at any time insist upon, or plead, or in any manner whatsoever claimor take the benefit or advantage of, any usury, stay or extension law whereverenacted, now or at any time hereafter in force, which may affect the covenantsor the performance of this Indenture; and the Company (to the extent that itmay lawfully do so) hereby expressly waives all benefit or advantage of anysuch law, and covenants that it will not hinder, delay or impede the executionof any power herein granted to the Trustee, but will suffer and permit theexecution of every such power as though no such law had been enacted. SECTION 515.Undertaking for Costs.All parties tothis Indenture agree, and each Holder of any Security by his acceptance thereofshall 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, orin any suit against the Trustee for any action taken or omitted by it asTrustee, the filing by any party litigant in such suit of any undertaking topay the costs of such suit, and that such court may in its discretion assessreasonable costs, including reasonable attorneys’ fees, against any partylitigant in such suit having due regard to the merits and good faith of theclaims or defenses made by such party litigant; but the provisions of thisSection shall not apply to any suit instituted by the Trustee, to any suitinstituted by any Holder, or group of Holders, holding in the aggregate morethan 10%in principal amount of the Outstanding Securities, or to any suitinstituted by any Holder for the enforcement of the payment of the principal of(or premium or Make-Whole Amount, if any) or interest on any Security on orafter the respective Stated Maturities expressed in such Security (or, in thecase of redemption, on or after the Redemption Date).

 

**ARTICLE SIX**

 

**THETRUSTEE**

 

SECTION 601.Notice ofDefaults.Within 90 days after the occurrence of any default hereunder withrespect to the Securities of any series, the Trustee shall transmit in themanner and to the extent provided in TIA Section 313(c), notice of suchdefault hereunder known to the Trustee, unless such default shall have beencured or waived; *provided, however*,that, except in the case of a default in the payment of the principal of (orpremium or Make-Whole Amaunt, if any) or interest on or any Additional Amountswith respect to any Security of such series, or in the payment of any sinkingfund installment with respect to the Securities of such series, the Trusteeshall be protected in withholding such notice if and so long as ResponsibleOfficers of the Trustee in good faith determine that the withholding of suchnotice is in the interests of the Holders of the Securities and coupons of suchseries; and *provided further* thatin the case of any default or breach of the character specified inSection 501(4) with respect to the Securities and coupons of such series,no such notice to Holders shall be given until at least 60 days after theoccurrence thereof. For the purpose of this Section, the term “default” meansany event which is, or after notice or lapse of time or both would become, anEvent of Default with respect to the Securities of such series. SECTION 602.Certain Rights of Trustee.Subject to theprovisions of TIA Section 315(a) through 315(d):

 

(1)                                  theTrustee may rely and shall be protected in acting or refraining from actingupon any resolution, certificate, statement, instrument, opinion, report,notice, request, direction, consent, order, bond, debenture, note, coupon orother paper or document believed by it to be genuine and to have been signed orpresented by the proper party or parties;

 

(2)                                  anyrequest or direction of the Company mentioned herein shall be sufficientlyevidenced by a Company Request or Company Order (other than delivery of anySecurity, together with any coupons appertaining thereto, to the Trustee forauthentication and delivery pursuant to Section 303 which shall besufficiently evidenced as provided therein) and any resolution of the Board ofDirectors may be sufficiently evidenced by a Board Resolution;

 

(3)                                  wheneverin the administration of this Indenture the Trustee shall deem it desirablethat a matter be proved or established prior to taking, suffering or omittingany action hereunder, the Trustee (unless other evidence be herein specifically

 

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prescribed) may, in the absence of bad faith on itspart, rely upon an Officers’ Certificate;

 

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

 

(5)                                  theTrustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request or direction of any of theHolders of Securities of any series or any related coupons pursuant to thisIndenture, unless such Holders shall have offered to the Trustee security orindemnity reasonably satisfactory to the Trustee against the costs, expensesand liabilities which might be incurred by it in compliance with such requestor direction;

 

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

 

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

 

(8)                                  theTrustee shall not be liable for any action taken, suffered or omitted by it ingood faith and reasonably believed by it to be authorized or within thediscretion or rights or powers conferred upon it by this Indenture.

 

The Trustee shall not be required to expend or risk its own funds orotherwise incur any financial liability in the performance of any of its dutieshereunder, or in the exercise of any of its rights or powers, if it shall havereasonable grounds for believing that repayment of such funds or adequateindemnity against such risk or liability is not reasonably assured to it.

 

Except during the continuance of an Event of Default,the Trustee undertakes to perform only such duties as are specifically setforth in this Indenture, and no implied covenants or obligations shall he readinto this Indenture against the Trustee. SECTION 603.NotResponsible for Recitals or Issuance of Securities.The recitals containedherein and in the Securities, except the Trustee’s certificate ofauthentication, and in any coupons shall be taken as the statements of theCompany and neither the Trustee nor any Authenticating Agent assumes anyresponsibility for their correctness. The Trustee makes no representations asto the validity or sufficiency of this Indenture or of the Securities, coupons,or Prospectus except that the Trustee represents that it is duly authorized toexecute and deliver this Indenture, authenticate the Securities and perform itsobligations hereunder. Neither the Trustee nor any Authenticating Agent shallbe accountable for the use or application by the Company of Securities or theproceeds thereof. SECTION 604.May HoldSecurities.The Trustee, any Paying Agent, Security Registrar, AuthenticatingAgent or any other agent of the Company, in its individual or any othercapacity, may become the owner or pledgee of Securities and coupons and,subject to TIA Sections 310(b) and 311, may otherwise deal with the Companywith the same rights it would have if it were not the Trustee, Paying Agent,Security Registrar, Authenticating Agent or such other agent. SECTION 605.Money Held in Trust.Money held by theTrustee in trust hereunder need not be segregated from other funds except tothe extent required by law. The Trustee shall he under no liability forinterest on any money received by it hereunder except as otherwise agreed withthe Company. SECTION 606.Compensation andReimbursement.The Company agrees:

 

(1)                                  topay to the Trustee from time to time reasonable compensation for all servicesrendered by it hereunder as mutually agreed upon (which compensation shall notbe limited by any provision of law in regard to the compensation of a trusteeof an express trust):

 

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

 

(3)                                  toindemnify each of the Trustee, its directors, officers and employees, and anypredecessor Trustee for, and to hold it harmless against, any loss, liabilityor expense incurred without negligence or bad faith on its own part, arisingout of or in connection with the acceptance or administration of the trust ortrusts hereunder, including the costs and expenses of defending itself againstany claim or liability in connection with the exercise or performance of any ofits powers or duties hereunder.

 

When the Trustee incurs expenses or renders services in connection withan Event of Default specified in Section 501(6) or Section 501(7),the expenses (including the reasonable charges and expenses of its counsel) andthe compensation for the services are intended to constitute expenses ofadministration under any applicable Federal or state bankruptcy, insolvency orother similar law.

 

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As security for the performance of the obligations of the Company underthis Section, the Trustee shall have a lien prior to the Securities upon allproperty and funds held or collected by the Trustee as such, except funds heldin trust for the payment of principal of (or premium or Make-Whole Amount, ifany) or interest on particular Securities or any coupons.

 

The provisions of this Section shall survive thetermination of this Indenture. SECTION 607.CorporateTrustee Required; Eligibility; Conflicting Interests.There shall at all timesbe a Trustee hereunder which shall be eligible to act as Trustee under TIASection 310(a)(1) and shall have a combined capital and surplus of atleast $50,000,000. If such corporation publishes reports of condition at leastannually, pursuant to law or the requirements of Federal, State, Territorial orDistrict of Columbia supervising or examining authority, then for the purposesof this Section, the combined capital and surplus of such corporation shall bedeemed to be its combined capital and surplus as set forth in its most recentreport of condition so published. If at any time the Trustee shall cease to beeligible in accordance with the provisions of this Section, it shall resignimmediately in the manner and with the effect hereinafter specified in thisArticle. SECTION 608.Resignation and Removal;Appointment of Successor. (a) No resignation or removal of the Trustee andno appointment of a successor Trustee pursuant to this Article shallbecome effective until the acceptance of appointment by the successor Trusteein accordance with the applicable requirements of Section 609.

 

(b) The Trustee may resign at any time with respect to the Securitiesof one or more series by giving written notice thereof to the Company. If aninstrument of acceptance by a successor Trustee shall not have been deliveredto the Trustee within 30 days after the giving of such notice ofresignation, the resigning Trustee may petition any court of competentjurisdiction for the appointment of a successor Trustee.

 

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

 

(d) If at any time:

 

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

 

(2)                                  theTrustee shall cease to be eligible under Section 607 and shall fail toresign after written request therefor by the Company or by any Holder of aSecurity who has been a bona fide Holder of a Security for at least six months,or

 

(3)                                  theTrustee shall become incapable of acting or shall be adjudged a bankrupt orinsolvent or a receiver of the Trustee or of its property shall be appointed orany public officer shall take charge or control of the Trustee or of itsproperty or affairs for the purpose of rehabilitation, conservation orliquidation, then, in any such case, (i) the Company by or pursuant to aBoard Resolution may remove the Trustee and appoint a successor Trustee withrespect to all Securities, or (ii) subject to TIA Section 315(e), anyHolder of a Security who has been a bona fide Holder of a Security for at leastsix months-may, on behalf of himself and all others similarly situated,petition any court of competent jurisdiction for the removal of the Trusteewith respect to all Securities and the appointment of a successor Trustee orTrustees.

 

(e) If the Trustee shall resign, be removed or become incapable ofacting, or if a vacancy shall occur in the office of Trustee for any cause withrespect to the Securities of one or more series, the Company, by or pursuant toa Board Resolution, shall promptly appoint a successor Trustee or Trustees withrespect to the Securities of that or those series (it being understood that anysuch successor Trustee may be appointed with respect to the Securities of oneor more or all of such series and that at any time there shall be only oneTrustee with respect to the Securities of any particular series). If, withinone year after such resignation, removal or incapability, or the occurrence ofsuch vacancy, a successor Trustee with respect to the Securities of any seriesshall be appointed by Act of the Holders of a majority in principal amount ofthe Outstanding Securities of such series delivered to the Company and theretiring Trustee, the successor Trustee so appointed shall, forthwith upon itsacceptance or such appointment, become the successor Trustee with respect tothe Securities of such series and to that extent supersede the successorTrustee appointed by the Company. If no successor Trustee with respect to theSecurities of any series shall have been so appointed by the Company or theHolders of Securities and accepted appointment in the manner hereinafterprovided, the resigning or removed Trustee or any Holder of a Security who hasbeen a bona fide Holder of a Security of such series for at least six monthsmay, on behalf of himself and all others similarly situated, petition any courtof competent jurisdiction for the appointment of a successor Trustee withrespect to Securities of such series.

 

(f) The Company shall give notice of each resignationand each removal of the Trustee with respect to the Securities of any seriesand each appointment of a successor Trustee with respect to the Securities ofany series in the manner provided for notices to the Holders of Securities inSection 106. Each notice shall include the name of the successor Trusteewith respect to the Securities of such series and the address of its CorporateTrust Office. SECTION 609.Acceptance of Appointmentby Successor.(a) In case of the appointment hereunder of a successorTrustee with respect to all Securities, every such successor Trustee shallexecute, acknowledge and deliver to the Company and the retiring Trustee aninstrument accepting such appointment, and thereupon the resignation or removalof the retiring

 

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Trustee shall become effective and such successor Trustee, without anyfurther act, deed or conveyance, shall become vested with all the rights,powers, trusts and duties of the retiring Trustee; but, on request of theCompany or the successor Trustee, such retiring Trustee shall, upon payment ofits charges, execute and deliver an instrument transferring to such successorTrustee all the rights, powers and trusts of the retiring Trustee, and shallduly assign, transfer and deliver to such successor Trustee all property andmoney held by such retiring Trustee hereunder, subject nevertheless to itsclaim, if any, provided for in Section 606.

 

(b) In case of the appointment hereunder of a successor Trustee withrespect to the Securities of one or more (but not all) series, the Company, theretiring Trustee and each successor Trustee with respect to the Securities ofone or more series shall execute and deliver an indenture supplemental hereto,pursuant to Article Nine hereof, wherein each successor Trustee shall acceptsuch appointment and which (1) shall contain such provisions as shall benecessary or desirable to transfer and confirm *to,*and to vest in, each successor Trustee all the rights, powers, trusts andduties of the retiring Trustee with respect to the Securities of that or thoseseries to which the appointment of such successor Trustee relates, (2) ifthe retiring Trustee is not retiring with respect to all Securities, shallcontain such provisions as shall be deemed necessary or desirable to confirmthat all the rights, powers, trusts and duties of the retiring Trustee withrespect to the Securities of that or those series as to which the retiringTrustee is not retiring shall continue to be vested in the retiring Trustee,and (3) shall add to or change any of the provisions of this Indenture as shallbe necessary to provide for or facilitate the administration of the trustshereunder by more than one Trustee, it being understood that nothing herein orin such supplemental indenture shall constitute such Trustees co-trustees ofthe same trust and that each such Trustee snall be trustee of a trust or trustshereunder separate and apart from any trust or trusts hereunder administered byany other such Trustee; and upon the execution and delivery of such supplementalindenture the resignation or removal of the retiring Trustee shall becomeeffective to the extent provided therein and each such successor Trustee,without any further act, deed or conveyance, shall become vested with all therights, powers, trusts and duties of the retiring Trustee with respect to theSecurities of that or those series to which the appointment of such successorTrustee relates; but, on request of the Company, or any successor Trustee, suchretiring Trustee shall duly assign, transfer and deliver to such successorTrustee all property and money held by such retiring Trustee hereunder withrespect to the Securities of that or those series to which the appointment ofsuch successor Trustee relates.

 

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

 

(d) No successor Trustee shall accept its appointmentunless at the time of such acceptance such successor Trustee shall be qualifiedand eligible under this Article. SECTION 610.Merger,Conversion, Consolidation or Succession to Business.Any corporation into whichthe Trustee may be merged or converted or with which it may be consolidated, orany corporation resulting from any merger, conversion or consolidation to whichthe Trustee shall be a party, or any corporation succeeding to all orsubstantially all of the corporate trust business of the Trustee, shall be thesuccessor of the Trustee hereunder, provided such corporation shall beotherwise qualified and eligible under this Article, without the execution orfiling of any paper or any further act on the part of any of the partieshereto. In case any Securities or coupons shall have been authenticated, butnot delivered, by the Trustee then in office, any successor by merger,conversion or consolidation to such authenticating Trustee may adopt suchauthentication and deliver the Securities of coupons so authenticated with thesame effect as if such successor Trustee had itself authenticated suchSecurities or coupons. In case any Securities or coupons shall not have beenauthenticated by such predecessor Trustee, any such successor Trustee mayauthenticate and deliver such Securities or coupons, in either its own name orthat of its predecessor Trustee, with the full force and effect which thisIndenture provides for the certificate of authentication of the Trustee. SECTION 611.Appointment of Authenticating Agent.At anytime when any of the Securities remain Outstanding, the Trustee may appoint anAuthenticating Agent or Agents with respect to one or more series of Securitieswhich shall be authorized to act on behalf of the Trustee to authenticateSecurities of such series issued upon exchange, registration of transfer orpartial redemption or repayment thereof, and Securities so authenticated shallbe entitled to the benefits of this Indenture and shall be valid and obligatoryfor all purposes as if authenticated by the Trustee hereunder. Any suchappointment shall be evidenced by an instrument in writing signed by aResponsible Officer of the Trustee, a copy of which instrument shall bepromptly furnished to the Company. Wherever reference is made in this Indentureto the authentication and delivery of Securities by the Trustee or theTrustee’s certificate of authentication, such reference shall be deemed toinclude authentication and delivery on behalf of the Trustee by anAuthenticating Agent and a certificate of authentication executed on behalf ofthe Trustee by an Authenticating Agent. Each Authenticating Agent shall beacceptable to the Company and shall at all times be a bank or trust company orcorporation organized and doing business and in good standing under the laws ofthe United States of America or of any State or the District of Columbia,authorized under such laws to act as Authenticating Agent, having a combinedcapital and surplus of not less than $50,000,000 and subject to supervision orexamination by Federal or State authorities. If such Authenticating Agentpublishes reports of condition at least annually, pursuant to law or therequirements of the aforesaid supervising or examining authority, then for thepurposes of this Section, the combined capital and surplus of suchAuthenticating Agent shall be deemed to be its combined capital and surplus asset forth in its most recent report of condition so published. In case at anytime an Authenticating Agent shall cease to be eligible in accordance with theprovisions of this Section, such Authenticating Agent shall resign immediatelyin the manner and with the effect specified in this Section.

 

Any corporation into which an Authenticating Agent may be merged orconverted or with which it may be consolidated, or any corporation resultingfrom any merger, conversion or consolidation to which such Authenticating Agentshall be a party, or any corporation

 

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succeeding to the corporate agency or corporate trust business of anAuthenticating Agent, shall continue to be an Authenticating Agent, providedsuch corporation shall be otherwise eligible under this Section, without theexecution or filing of any paper or further act on the part of the Trustee orthe Authenticating Agent.

 

An Authenticating Agent for any series of Securities may at any timeresign by giving written notice of resignation to the Trustee for such seriesand to the Company. The Trustee for any series of Securities may at any timeterminate the agency of an Authenticating Agent by giving written notice oftermination to such Authenticating Agent and the Company. Upon receiving such anotice of resignation or upon such a termination, or in case at any time suchAuthenticating Agent shall cease to be eligible in accordance with theprovisions of this Section, the Trustee for such series may appoint a successorAuthenticating Agent which shall be acceptable to the Company and shall give noticeof such appointment to all Holders of Securities of the series with respect towhich such Authenticating Agent will serve in the manner set forth inSection 106. Any successor Authenticating Agent upon acceptance of itsappointment hereunder shall become vested with all the rights, powers andduties of its predecessor hereunder, with like effect as if originally named asan Authenticating Agent herein. No successor Authenticating Agent shall beappointed unless eligible under the provisions of this Section.

 

The Company agrees to pay to each Authenticating Agent from time totime reasonable compensation including reimbursement of its reasonable expensesfor its services under this Section.

 

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

 

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

 
|   | BANKERS TRUST COMPANY, as Trustee |
|--------|-----------------------------------|
|   | By:                               |   |
|   |                              |   |
|   |                              |  as  Authenticating Agent |
|   | By:                               |   |
|   |                              |   |
|   |                              |  Authorized Signatory |
|   |                              |   |

 

 

**ARTICLE SEVEN**

 

**HOLDERS’LISTS AND REPORTS BY TRUSTEE AND COMPANY**

 

SECTION 701.Disclosureof Names and Addresses of Holders. Every Holder of Securities or coupons, byreceiving and holding the same, agrees with the Company and the Trustee thatneither the Company nor the Trustee nor any Authenticating Agent nor any PayingAgent nor any Security Registrar shall be held accountable by reason of thedisclosure of any information as to the names and addresses of the Holders ofSecurities in accordance with TIA Section 312, regardless of the sourcefrom which such information was derived, and that the Trustee shall not be heldaccountable by reason of mailing any material pursuant to a request made underTIA Section 312(b). SECTION 702.Reports byTrustee.Within 60 days after October 1of each year commencing with thefirst October 1after the first issuance of Securities pursuant to thisIndenture, the Trustee shall transmit by mail to all Holders of Securities asprovided in TIA Section 313(c) a brief report dated as of suchOctober 1 if required by TIA Section 313(a). SECTION 703.Reportsby Company.The Company will

 

(1)                                  filewith the Trustee, within 15 days after the Company is required to file thesame with the Commission,copies of the annual reports and of the information,documents and other reports (or copies of such portions of any of the foregoingas the Commission may from time to time by rules and regulations prescribe)which the Company may be required to file with the Commission pursuant toSection 13 or Section 15(d) of the Exchange Act; or the Company isnot required to file information, documents or reports pursuant to either ofsuch Sections, then it will file with the Trustee and the Commission, inaccordance with rules and regulations prescribed from time to time by theCommission, such of the supplementary and periodic information, documents andreports which may be required pursuant to Section 13 of the Exchange Actin respect of a security listed and registered on a national securitiesexchange as may be prescribed from time to time in such rules and regulations;

 

(2)                                  filewith the Trustee and the Commission, in accordance with rules and regulationsprescribed from time to time by the Commission, such additional information,documents and reports with respect to compliance by the Company with the conditionsand covenants of this Indenture as may be required from time to time by suchrules and regulations; and

 

(3)                                  transmitby mail to the Holders of Securities, within 30 days after the filingthereof with the Trustee, in the manner and to the extent provided in TIASection 313(c), such summaries of any information, documents and reportsrequired to

 

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be filed by theCompany pursuant to paragraphs (1) and (2)of this Section as may berequired by rules and regulations prescribed from time to time by theCommission. SECTION 704.The Company to FurnishTrustee Names and Addresses of Holders.The Company will furnish or cause to befurnished to the Trustee:

 

(a) semi-annually, not later than 15 days after the Regular RecordDate for interest for each series of Securities, a list, in such form as theTrustee may reasonably require, of the names and addresses of the Holders ofRegistered Securities of such series as of such Regular Record Date, or ifthere is no Regular Record Date for interest for such series of Securities,semi- annually, upon such dates as are set forth in the Board Resolution orindenture supplemental hereto authorizing such series, and

 

(b) at such otbr times as the Trustee may request in Writing, within30 days after the receipt by the Company of any such request, a list ofsimilar form and content as of a date not more than 15 days prior to thetime such list is furnished, provided, *however*,that, so long as the Trustee is the Security Registrar, no such list shall berequired to be furnished.

 

**ARTICLE EIGHT**

 

**CONSOLIDATION,MERGER, SALE, LEASE OR CONVEYANCE**

 

SECTION 801.Consolidationsand Mergers of Company and Sales, Leases and Conveyances Permitted Subject toCertain Conditions.The Company may consolidate with, or sell, lease or conveyall or substantially all of its assets to, or merge with or into any otherentity, provided that in any such case, (1) either the Company shall be thecontinuing entity, or the successor entity shall be an entity organized andexisting under the laws of the United States or a State thereof and suchsuccessor entity shall expressly assume the due and punctual payment of theprincipal of (and premium or Make-Whole Amount, if any) and any interest(including all Additional Amounts, if any, payable pursuant toSection 1012) on all of the Securities, according to their tenor, and thedue and punctual performance and observance of all of the covenants andconditions of this Indenture to be performed by the Company by supplementalindenture, complying with Article Nine hereof, satisfactory to theTrustee, executed and delivered to the Trustee by such entity and(ii) immediately after giving effect to such transaction and treating anyindebtedness which becomes an obligation of the Company or any Subsidiary as aresult thereof as having been incurred by the Company or such Subsidiary at thetime of such transaction, no Event of Default, and no event which, after noticeor the lapse of time, or both, would become an Event of Default, shall haveoccurred and be continuing. SECTION 802.Rights andDuties of Successor Entity.In case of any such consolidation, merger, sale,lease or conveyance and upon any such assumption by the successor entity, suchsuccessor entity shall succeed to and be substituted for the Company, with thesame effect as if it had been named herein as the party of the first part, andthe predecessor entity, except in the event of a lease, shall be relieved ofany further obligation under this Indenture and the Securities. Such successorentity thereupon may cause to be signed, and may issue either in its own nameor in the name of the Company, any or all of the Securities issuable hereunderwhich theretofore shall not have been signed by the Company and delivered tothe Trustee; and, upon the order of such successor entity, instead of theCompany, and subject to all the terms, conditions and limitations in thisIndenture prescribed, the Trustee shall authenticate and shall deliver anySecurities which previously shall have been signed and delivered by theofficers of the Company to the Trustee for authentication, and any Securitieswhich such successor entity thereafter shall cause to be signed and deliveredto the Trustee for that purpose. All the Securities so issued shall in allrespects have the same legal rank and benefit under this Indenture as theSecurities theretofore or thereafter issued in accordance with the terms ofthis Indenture as though all of such Securities had been issued at the date ofthe execution hereof.

 

In case of any such consolidation, merger, sale, leaseor conveyance, such changes in phraseology and form (but not in substance) maybe made in the Securities thereafter to be issued as may be appropriate. SECTION 803.Officers’ Certificate and Opinion ofCounsel.Any consolidation, merger, sale, lease or conveyance permitted underSection 801 is also subject to the condition that the Trustee receive anOfficers’ Certificate and an Opinion of Counsel to the effect that any such consolidation,merger, sale, lease or conveyance, and the assumption by any successor entity,complies with the provisions of this Article and that all conditionsprecedent herein provided for relating to such transaction have been compliedwith.

 

**ARTICLE NINE**

 

**SUPPLEMENTALINDENTURES**

 

SECTION 901.SupplementalIndentures Without Consent of Holders.Without the consent of any Holders ofSecurities or coupons, the Company, when authorized by or pursuant to a BoardResolution, and the Trustee, at any time and from time to time, may enter intoone or more indentures supplemental hereto, in form satisfactory to theTrustee, for any of the following purposes:

 

(1)                                  toevidence the succession of another Person to the Company and the assumption byany such successor of the covenants of the Company herein and in the Securitiescontained: or

 

(2)                                  toadd to the covenants of the Company for the benefit of the Holders of all orany series of Securities (and if such covenants are to be for the benefit ofless than all series of Securities, stating that such covenants are expresslybeing 

 

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included solely for thebenefit of such series) or to surrender any right or power herein conferredupon the Company; or

 

(3)                                  toadd any additional Events of Default for the benefit of the Holders of all orany series of Securities (and if such Events of Default are to be for thebenefit of less than all series of Securities, stating that such Events ofDefault are expressly being included solely for the benefit of such series); *prouided, however,* that in respect of anysuch additional Events of Default such supplemental indenture may provide for aparticular period of grace after default (which period may be shorter or longerthan that allowed in the case of other defaults) or may provide for animmediate enforcement upon such default or may limit the remedies available tothe Trustee upon such default or may limit the right of the Holders of amajority in aggregate principal amount of that or those series of Securities towhich such additional Events of Default apply to waive such default: or

 

(4)                                  toadd to or change any of the provisions of this Indenture to provide that BearerSecurities may be registrable as to principal, to change or eliminate anyrestrictions on the payment of principal of or any premium or interest onBearer Securities, to permit Bearer Securities to be issued in exchange forRegistered Securities, to permit Bearer Securities to be issued in exchange forBearer Securities of other authorized denominations or to permit or facilitatethe issuance of Securities in uncertificated form, *provided* that any such action shall not adversely affect theinterests of the Holders of Securities of any series or any related coupons inany material respect; or

 

(5)                                  tochange or eliminate any of the provisions of this Indenture, *provided* that any such change orelimination shall become effective only when there is no Security Outstandingof any series created prior to the execution of such supplemental indenturewhich is entitled to the benefit of such provision; or

 

(6)                                  tosecure the Securities; or

 

(7)                                  toestablish the form or terms of Securities of any series and any relatedcouponsas permitted by Sections 201 and 301; or

 

(8)                                  toevidence and provide for the acceptance of appointment hereunder by a successorTrustee with respect to the Securities of one or more series and to add to orchange any of the provisions of this Indenture as shall be necessary to providefor or facilitate the administration of the trusts hereunder by more than oneTrustee; or

 

(9)                                  tocure any ambiguity, to correct or supplement any provision herein which may bedefective or inconsistent with any other provision herein, or to make any otherprovisions with respect to matters or questions arising under this Indenturewhich shall not be inconsistent with the provisions of this Indenture, providedsuch provisions shall not adversely affect the interests of the Holders ofSecurities of any series or any related coupons in any material respect; or

 

(10)                            tosupplement any of the provisions of this Indenture to such extent as shall benecessary to permit or facilitate the defeasance and discharge of any series ofSecurities pursuant to Sections 401, 1402 and 1403; *provided* that any such action shall not adversely affect theinterests of the Holders of Securities of such series and any related couponsor any other series of Securities in any material respect. SECTION 902.SupplementalIndentures with Consent of Holders. With the consent of the Holders of not lessthan a majority in principal amount of all Outstanding Securities affected bysuch supplemental indenture, by Act of said Holders delivered to the Companyand the Trustee, the Company, when authorized by or pursuant to a Board Resolution,and the Trustee may enter into an indenture or indentures supplemental heretofor the purpose of adding any provisions to or changing in any manner oreliminating any of the provisions of this Indenture or of modifying in anymanner the rights of the Holders of Securities and any related coupons underthis Indenture; *provided, however,*that no such supplemental indenture shall, without the consent of the Holder ofeach Outstanding Security affected thereby:

 

(1)                                  changethe Stated Maturity of the principal of (or premium or Make-Whole Amount, ifany, on) or any installment of principal of or interest on, any Security; orreduce the principal amount thereof or the rate or amount of interest thereonor any Additional Amounts payable in respect thereof, or any premium payableupon the redemption thereof, or change any obligation of the Company to payAdditional Amounts pursuant to Section 1012 (except as contemplated bySection 801(1) and permitted by Section 901(1)), or reduce the amountof the principal of an Original Issue Discount Security that would be due andpayable upon a declaration of acceleration of the Maturity thereof pursuant toSection 502 or the amount thereof provable in bankruptcy pursuant toSection 504, or adversely affect any right of repayment at the option ofthe Holder of any Security, or change any Place of Payment where, or thecurrency or currencies, currency unit or units or composite currency orcurrencies in which, any Security or any premium or the interest thereon is payable,or impair the right to institute suit for the enforcement of any such paymenton or after the Stated Maturity thereof, (or, in the case of redemption orrepayment at the option of the Holder, on or after the Redemption Date or theRepayment Date, as the case may be), or

 

(2)                                  reducethe 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 with respect

 

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to such series (orcompliance with certain provisions of this Indenture or certain defaultshereunder and their consequences) provided for in this Indenture, or reduce therequirements of Section 1504 for quorum or voting, or

 

(3)                                  modifyany of the provisions of this Section, Section 513 or Section 1013,except to increase the required percentage to effect such action or to providethat certain other provisions of this Indenture cannot be modified or waivedwithout the consent of the Holder of each Outstanding Security affectedthereby.

 

It shall not be necessary for any Act of Holders under thisSection to approve the particular form of any proposed supplementalindenture, but it shall be sufficient if such Act shall approve the substancethereof.

 

A supplemental indenture which changes or eliminatesany covenant or other provision of this Indenture which has expressly beenincluded solely for the benefit of one or more particular series of Securities,or which modifies the rights of the Holders of Securities of suchseries vith respect to such covenant or other provision, shall be deemednot to affect the rights under this kienture of the Holders of Securities ofany other series. SECTION 903.Execution ofSupplemental Indentures.In executing, or accepting the additional trustscreated by, any supplemental indenture permitted by this Article or themodification thereby of the trusts created by this Indenture, the Trustee shallbe entitled to receive, and shall be fully protected in relying upon, anOpinion of Counsel stating that the execution of such supplemental indenture isauthorized or permitted by this Indenture. The Trustee may, but shall not beobligated to, enter into any such supplemental indenture which affects theTrustee’s own rights, duties or immunities under this Indenture or otherwise. SECTION 904.Effect of Supplemental Indentures.Upon theexecution of any supplemental indenture under this Article, this Indentureshall be modified in accordance therewith, and such supplemental indentureshall form a part of this Indenture for all purposes; and every Holder ofSecurities theretofore or thereafter authenticated and delivered hereunder andof any coupon appertaining thereto shall be bound thereby. SECTION 906.Conformity with Trust Indenture Act.Everysupplemental indenture executed pursuant to this Article shall conform tothe requirements of the Trust Indenture Act as then in effect. SECTION 906.Reference in Securities to SupplementalIndentures. Securities of any series authenticated and delivered after theexecution of any supplemental indenture pursuant to this Article may, andshall, if required by the Trustee, bear a notation in form approved by theTrustee as to any matter provided for in such supplemental indenture. If theCompany shall so determine, new Securities of any series so modified as toconform, in the opinion of the Trustee and the Company, to any suchsupplemental indenture may be prepared and executed by the Company and authenticatedand delivered by the Trustee in exchange for Outstanding Securities of suchseries. SECTION 907.Notice of SupplementalIndentures.Promptly after the execution by the Company and the Trustee of anysupplemental indenture pursuant to the provisions of Section 902, theCompany shall give notice thereof to the Holders of each Outstanding Securityaffected, in the manner provided for in Section 106, setting forth ingeneral terms the substance of such supplemental indenture.

 

**ARTICLE TEN**

 

**COVENANTS**

 

SECTION 1001.Paymentof Principal, Premium (if any), Make-Whole Amount (if any), Interest andAdditional Amounts.The Company covenants and agrees for the benefit of theHolders of each series of Securities that it will duly and punctually pay theprincipal of (and premium or Make-Whole Amount, if any) and interest on and anyAdditional Amounts payable in respect of the Securities of that series inaccordance with the terms of such series of Securities, any couponsappertaining thereto and this Indenture. Unless otherwise specified ascontemplated by Section 301 with respect to any series of Securities, anyinterest due on and any Additional Amounts payable in respect of BearerSecurities on or before Maturity, other than Additional Amounts, if any, payableas provided in Section 1012 in respect of principal of (or premium orMake-Whole Amount, if any, on) such a Security, shall be payable only uponpresentation and surrender of the several coupons for such interestinstallments as are evidenced thereby as they severally mature. Unlessotherwise specified with respect to Securities of any series pursuant toSection 301, at the option of the Company, all payments of principal maybe paid by check to the registered Holder of the Registered Security or otherperson entitled thereto against surrender of such Security. SECTION 1002.Maintenance of Office or Agency.IfSecurities of a series are issuable only as Registered Securities, the Companyshall maintain in each Place of Payment for any series of Securities an officeor agency where Securities of that series may be presented or surrendered forpayment or conversion, where Securities of that series may be surrendered forregistration of transfer or exchange and where notices and demands to or uponthe Company in respect of the Securities of that series and this Indenture maybe served. If Securities of a series are issuable as Bearer Securities, theCompany will maintain: (A) in the Borough of Manhattan, The City of NewYork, an office or agency where any Registered Securities of that series may bepresented or surrendered for payment or conversion, where any RegisteredSecurities of that series may be surrendered for registration of transfer,where Securities of that series may be surrendered for exchange, where noticesand demands to or upon the Company in respect of the Securities of that seriesand this Indenture may be served and where Bearer Securities of that series andrelated coupons may be presented or surrendered for payment or conversion inthe circumstances described in the following paragraph (and not otherwise);(B) subject to any laws or regulations applicable thereto, in a Place ofPayment for that series which is located outside the United States, an officeor agency where Securities of that series and related coupons may be presentedand surrendered for payment (including payment of any Additional Amountspayable on Securities of that series pursuant to Section 1012) orconversion; *provided, however,*that if the Securities of that series are listed on the Luxembourg StockExchange or any other stock exchange located outside the United States and suchstock exchange shall so require, the Company will

 

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maintain a Paying Agent for the Securities of that series in Luxembourgor any other required city located outside the United States, as the case maybe, so long as the Securities of that series are listed on such exchange; and(C) subject to any laws or regulations applicable thereto, in a Place ofPayment for that series located outside the United States an office or agencywhere any Registered Securities of that series may be surrendered forregistration of transfer, where Securities of that series may be surrenderedfor exchange and where notices and demands to or upon the Company in respect ofthe Securities of that series and this Indenture may be served. The Companywill give prompt written notice to the Trustee of the location, and any changein the location, of each such office or agency. If at any time the Companyshall fail to maintain any such required office or agency or shall fail tofurnish the Trustee with the address thereof, such presentations, surrenders,notices and demands may be made or served at the Corporate Trust Office of theTrustee, except that Bearer Securities of that series and the related couponsmay be presented and surrendered for payment (including payment of anyAdditional Amounts payable on Bearer Securities of that series pursuant toSection 1012) or conversion at the offices specified in the Security, inLondon, England, and the Company hereby appoints the same as its agent toreceive such respective presentations, surrenders, notices and demands, and theCompany hereby appoint the Trustee its agent to receive all such presentations,surrenders, notices and demands.

 

Unless otherwise specified with respect to any Securities pursuant toSection 301, no payment of principal, premium or interest on or AdditionalAmounts in respect of Bearer Securities shall be made at any office or agencyof the Company in the United States or by check mailed to any address in theUnited States or by transfer to an account maintained with a bank located inthe United States: *provided, however,*that, if the Securities of a series are payable in Dollars, payment ofprincipal of and any premium and interest on any Bearer Security (including anyAdditional Amounts payable on Securities of such series pursuant toSection 1012) shall be made at the office of the Company’s Paying Agent inthe Borough of Manhattan, The City of New York, if (but only if) payment inDollars of the full amount of such principal, premium or Make-Whole Amount,interest or Additional Amounts, as the case may be, at all offices or agenciesoutside the United States maintained for the purpose by the Company inaccordance with this Indenture, is illegal or effectively precluded by exchangecontrols or other similar restrictions.

 

The Company may from time to time designate one or more other officesor agencies where the Securities of one or more series may be presented orsurrendered for any or all of such purposes, and may from time to time rescindsuch designations: *provided, however,*that no such designation or rescission shall in any manner relieve the Companyof its obligation to maintain an office or agency in accordance with therequirements set forth above for Securities of any series for such purposes.The Company will give prompt written notice to the Trustee of any suchdesignation or rescission and of any change in the location of any such otheroffice or agency. Unless otherwise specified with respect to any Securitiespursuant to Section 301 with respect to a series of Securities, theCompany hereby designates as a Place of Payment for each series of Securities theoffice or agency of the Company in the Borough of Manhattan, The City of NewYork, and initially appoints the Trustee at its Corporate Trust Office asPaying Agent in such city and as its agent to receive all such presentations,surrenders, notices and demands.

 

Unless otherwise specified with respect to anySecurities pursuant to Section 301, if and so long as the Securities ofany series (i) are denominated in a Foreign Currency or (ii) may bepayable in a Foreign Currency, or so long as it is required under any otherprovision of the Indenture, then the Company will maintain with respect to eachsuch series of Securities, or as so required, at least one exchange rate agent.SECTION 1003.Money for Securities Payments to BeHeld in Trust. If the Company shall at any time act as its own Paying Agentwith respect to any series of any Securities and any related coupons, it will,on or before each due date of the principal of (and premium or Make-WholeAmount, if any), or interest on or Additional Amounts in respect of, any of theSecurities of that series, segregate and hold in trust for the benefit of thePersons entitled thereto a sum in the currency or currencies, currency unit orunits or composite currency or currencies in which the Securities of suchseries are payable (except as otherwise specified pursuant to Section 301for the Securities of such series) sufficient to pay the principal (and premiumor Make-Whole Amount, if any) or interest or Additional Amounts so becoming dueuntil such sums shall be paid to such Persons or otherwise disposed of asherein provided, and will promptly notify the Trustee of its action or failureso to act.

 

Whenever the Company shall have one or more Paying Agents for anyseries of Securities and any related coupons, it will, on or before each duedate of the principal of (and premium or Make-Whole Amount, if any), orinterest on or Additional Amounts in respect of, any Securities of that series,deposit with a Paying Agent a sum (in the currency or currencies, currency unitor units or composite currency or currencies described in the precedingparagraph) sufficient to pay the principal (and premium or Make-Whole Amount,if any) or interest or Additional Amounts, so becoming due, such sum to be heldin trust for the benefit of the Persons entitled to such principal, premium orinterest or Additional Amounts and (unless such Paying Agent is the Trustee)the Company will promptly notify the Trustee of its action or failure so toact.

 

The Company will cause each Paying Agent other than the Trustee toexecute and deliver to the Trustee an instrument in which such Paying Agentshall agree with the Trustee, subject to the provisions of this Section, thatsuch Paying Agent will

 

(1)                                  holdall sums held by it for the payment of principal of (and premium or Make-WholeAmount, if any) or interest on Securities in trust for the benefit of thePersons entitled thereto until such sums shall be paid to such Persons orotherwise disposed of as herein provided:

 

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(2)                                  givethe Trustee notice of any default by the Company (or any other obligor upon theSecurities) in the making of any such payment of principal (and premium orMake-Whole Amount, if any) or interest: and

 

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

 

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

 

Except as otherwise provided in the Securities of anyseries, any money deposited with the Trustee or any Paying Agent, or then heldby the Company, in trust for the payment of the principal of (and premium orMake-Whole Amount, if any) or interest on, or any Additional Amounts in respectof, any Security of any series and remaining unclaimed for two years after suchprincipal (and premium or Make-Whole Amount, if any), interest or AdditionalAmounts has become due and payable shall be paid to the Company upon CompanyRequest or (if then held by the Company) shall be discharged from such trust;and the Holder of such Security shall thereafter, as an unsecured generalcreditor, look only to the Company for payment of such principal of (andpremium or Make- Whole Amount, if any) or interest on, or any AdditionalAmounts in respect of, any Security, without interest thereon, and allliability of the Trustee or such Paying Agent with respect to such trust money,and all liability of the Company as trustee thereof, shall thereupon cease; *provided, however,* that the Trustee orsuch Paying Agent, before being required to make any such repayment, may at theexpense of the Company came to be published once, in an Authorized Newspaper,notice that such money remains unclaimed and that, after a date specifiedtherein, which shall not be less than 30 days from the date of suchpublication, any unclaimed balance of such money then remaining will be repaidto the Company. SECTION 1004.Limitations onIncurrence of Debt

 

(a) The Company will not, and will not permit any Subsidiary to, incurany Debt (as defined below), other than intercompany Debt (representing Debt towhich the only parties are Colonial, any of its subsidiaries, the Company andany Subsidiary, or Debt owed to the Management Corporation arising from routinecash management practices, but only so long as such Debt is held solely by anyof Colonial, any of its subsidiaries, the Company and any Subsidiary), that issubordinate in right of payment to the Securities, if, immediately after givingeffect to the incurrence of such Debt and the application of the proceedsthereof, the aggregate principal amount of all outstanding Debt of the Companyand its Subsidiaries on a consolidated basis determined in accordance withgenerally accepted accounting principles is greater than 60% of the sum of(i) the Company’s Adjusted Total Assets (as defined below) as of the endof the most recent fiscal quarter prior to the incurrence of such additionalDebt, (ii) the purchase price of any real estate assets or mortgagesreceivable (or interests therein) acquired by the Company or any Subsidiarysince the end of such fiscal quarter, including those obtained in connectionwith the incurrence of such additional Debt and (iii) the amount of anysecurities offering proceeds received by the Company or any Subsidiary sincethe end of such fiscal quarter (to the extent that such proceeds were not usedto acquire such real estate assets or mortgages receivable or used to reduceDebt); and

 

(b) The Company will not, and will not permit any Subsidiary to, incurany Debt if the ratio of Consolidated Income Available for Debt Service to theAnnual Service Charge for the four consecutive fiscal quarters most recentlyended prior to the date on which such additional Debt is to be incurred shallhave been less than 1.5 to 1, on a pro forma basis after giving effect to theincurrence of such Debt and to the application of the proceeds thereof; and

 

(c) The Company will not, and will not permit any Subsidiary to, incurany Debt secured by any mortgage, lien, charge, pledge, encumbrance or securityinterest of any kind upon any of the property of the Company or any Subsidiary(“Secured Debt”) whether owned at the date of the Indenture or thereafteracquired, if, immediately after giving effect to the incurrence of such SecuredDebt and the application of the proceeds thereof, the aggregate principalamount of all outstanding Secured Debt of the Company and its Subsidiaries on aconsolidated basis is greater than 40% of the sum of (i) theCompany’sAdjusted Total Assets as of the end of the most recent fiscal quarterprior to the incurrence of such additional Debt, (ii) the purchase priceof any real estate assets or mortgages receivable (or interests therein)acquired by the Company or any Subsidiary since the end of such fiscal quarter,including those obtained in connection with the incurrence of such additionalDebt and (iii) the amount of any securities offering proceeds received bythe Company or any Subsidiary since the end of such fiscal quarter (to theextent that such proceeds were not used to acquire such real estate assets or mortgagesreceivable or used to reduce Debt); and

 

(d) The Company will at all times maintain an Unencumbered Total AssetValue in an amount not less than 150% of the aggregate principal amount of alloutstanding unsecured Debt of the Company and its Subsidiaries.

 

For purposes of the foregoing provisions regarding thelimitation on the incurrence of Debt, Debt shall be deemed to be “incurred bythe Company or a Subsidiary whenever the Company or such Subsidiary shallcreate, assume, guarantee or otherwise become liable in respect thereof. SECTION 1005.Intentionally Omitted. SECTION 1006.Existence.Subject to Article Eight,the Company will do or cause

 

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to be done all thingsnecessary to preserve and keep in full force and effect its existence, rights(by partnership agreement and statute) and franchises; *provided, however,* that the Company shallnot be required to preserve any right or franchise if it determines that thepreservation thereof is no longer desirable in the conduct of its business andthat the loss thereof is not disadvantageous in any material respect to theHolders. SECTION 1007.Maintenance ofProperties.The Company will cause all of its material properties used or usefulin the conduct of its business or the business of any Subsidiary to bemaintained and kept in good condition, repair and working order and suppliedwith all necessary equipment and will cause to be made all necessary repairs,renewals, replacements, betterments and improvements thereof, all as in thejudgment of the Company may be necessary so that the business carried on inconnection therewith may be properly and advantageously conducted at all times;*provided, however,*that theCompany and its Subsidiaries shall not be prevented from selling or otherwisedisposing of for value its properties in the ordinary course of its business. SECTION 1008.Insurance.The Company will, and willcause each of its Subsidiaries to, keep all of its insurable properties insuredagainst loss or damage at least equal to their then full insurable value withinsurers of recognized responsibility and having an A.M. Best policyholder’s rating of not less than A-:V. SECTION 1009.Paymentof Taxes and Other Claims.The Company will pay or discharge or cause to be paidor discharged, before the same shall become delinquent, (1) all taxes,assessments and governmental charges levied or imposed upon it or anySubsidiary or upon the income, profits or property of the Company or anySubsidiary, and (2) all lawful claims for labor, materials and supplieswhich, if unpaid, might by law become a lien upon the property of the Companyor any Subsidiary; *provided, however,*that the Company shall not be required to pay or discharge or cause to be paidor discharged any such tax, assessment, charge or claim whose amount,applicability or validity is being contested in good faith by appropriateproceedings or for which the Company has set apart and maintains an adequatereserve. SECTION 1010.Provision of FinancialInformation.Whether or not the Company is subject to Section 13 or 15(d)of the Exchange Act, the Company will, to the extent permitted under theExchange Act, file with the Commission the annual reports, quarterly reportsand other documents which the Company would have been required to file with theCommission pursuant to such Section 13 or 15(d) if the Company were sosubject (the “Financial Information”), such documents to be filed with theCommission on or prior to the respective dates (the “Required Filing Dates”) bywhich the Company would have been required so to file such documents if theCompany were so subject. The Company will also in any event (x) within15 days of each Required Filing Date (i) transmit by mail to allHolders, as their names and addresses appear in the Security Register, withoutcost to such Holders, copies of the Financial Information and (ii) filewith the Trustee copies of the Financial Information, and (y) if filingsuch documents by the Company with the Commission is not permitted under theExchange Act, promptly upon written request and payment of the reasonable costof duplication and delivery, supply copies of such documents to any prospectiveHolder. SECTION 1011.Statement as toCompliance.The Company will, in accordance with Section 314 of the TIA,deliver to the Trustee, within 120 days after the end of each fiscal year,a brief certificate from the principal executive officer, principal financialofficer or principal accounting officer as to his or her knowledge of theCompany’s compliance with all conditions and covenants under this Indentureand, in the event of any noncompliance, specifying such noncompliance and thenature and status thereof. For purposes of this Section 1011, suchcompliance shall be determined without regard to any period of grace orrequirement of notice under this Indenture. SECTION 1012.AdditionalAmounts.If any Securities of a series provide for the payment of AdditionalAmounts, the Company will pay to the Holder of any Security of such series orany coupon appertaining thereto Additional Amounts as may be specified ascontemplated by Section 301. Whenever in this Indenture there ismentioned, in any context except in the case of Section 502(1), thepayment of the principal of or any premium or interest on, or in respect of,any Security of any series or payment of any related coupon or the net proceedsreceived on the sale or exchange of any Security of any series, such mentionshall be deemed to include mention of the payment of Additional Amountsprovided by the terms of such series established pursuant to Section 301to the extent that, in such context, Additional Amounts are, were or would bepayable in respect thereof pursuant to such terms and express mention of thepayment of Additional Amounts (if applicable) in any provisions hereof shallnot be construed as excluding Additional Amounts in those provisions hereofwhere such express mention is not made.

 

Except as otherwise specified as contemplated bySection 301, if the Securities of a series provide for the payment ofAdditional Amounts, at least 10 days prior to the first Interest PaymentDate with respect to that series of Securities (or if the Securities of thatseries will not bear interest prior to Maturity, the first day on which apayment of principal and any premium is made), and at least 10 days priorto each date of payment of principal and any premium or interest if there hasbeen any change with respect to the matters set forth in the below-mentionedOfficers’ Certificate, the Company will furnish the Trustee and the Company’sprincipal Paying Agent or Paying Agents, if other than the Trustee, with anOfficers’ Certificate instructing the Trustee and such Paying Agent or PayingAgents whether such payment of principal of and any premium or interest on theSecurities of that series shall be made to Holders of Securities of that seriesor any related coupons who are not United States persons without withholdingfor or on account of any tax, assessment or other governmental charge describedin the Securities of the series. If any such withholding shall be required,then such Officers’ Certificate shall speclfy by country the amount, if any,required to be withheld on such payments to such Holders of Securities of thatseries or related coupons and the Company will pay to the Trustee or suchPaying Agent the Additional Amounts required by the terms of such Securities.If the Trustee or any Paying Agent, as the case may be, shall not so receivethe above-mentioned certificate, then the Trustee or such Paying Agent shall beentitled (i) to assume that no such withholding or deduction is requiredwith respect to any payment cf principal or interest with respect to anySecurities of a series or related coupons until it shall have received a certificateadvising otherwise and (ii) to make all payments of principal and interestwith respect to the Securities of a series or related coupons withoutwithholding or deductions until otherwise advised. The Company covenants toindemnify the Trustee and any Paying Agent for, and to hold them harmlessagainst, any loss, liability or expense reasonably incurred without negligenceor bad faith on their part arising out of or in connection with actions takenor omitted by any them or in reliance on any Officers’ Certificate furnishedpursuant to this Section or in reliance on the Company’s not furnishingsuch an Officers’ Certificate. SECTION 1013.Waiverof Certain Covenants.The Company may omit in any particular instance to complywith

 

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any term, provision or condition set forth in Sections 1004 to 1010,inclusive, if before or after the time for such compliance the Holders of atleast a majority in principal amount of all outstanding Securities of suchseries, by Act of such Holders, either waive such compliance in such instanceor generally waive compliance with such covenant or condition, but no suchwaiver shall extend to or affect such covenant or condition except to theextent so expressly waived, and, until such waiver shall become effective, theobligations of the Company and the duties of the Trustee in respect of any suchterm, provision or condition shall remain in full force and effect.

 

**ARTICLE ELEVEN**

**REDEMPTIONOF SECURITIES**

 

SECTION 1101.Applicabilityof Article.Securities of any series which are redeemable before their StatedMaturity shall be redeemable in accordance with their terms and (except asotherwise specified as contemplated by Section301 for Securities of any series)in accordance with this Article. SECTION 1102.Electionto Redeem; Notice to Trustee.The election of the Company to redeem anySecurities shall be evidenced by or pursuant to a Board Resolution. In case ofany redemption at the election of the Company of all or less than all of the Securitiesof any series, the Company shall, at least 45 days prior to the giving of thenotice of redemption in Section 1104 (unless a shorter notice shall besatisfactory to the Trustee), notify the Trustee of such Redemption Date and ofthe principal amount of Securities of such series to be redeemed. In the caseof any redemption of Securities prior to the expiration of any restriction onsuch redemption provided in the terms of such Securities or elsewhere in thisIndenture, the Company shall furnish the Trustee with an Officers’ Certificateevidencing compliance with such restriction. SECTION 1103.Selectionby Trustee of Securities to Be Redeemed. If less than all the Securities of anyseries issued on the same day with the same terms are to be redeemed, theparticular Securities to be redeemed shall be selected not more than 60 daysprior to the Redemption Date by the Trustee, from the Outstanding Securities ofsuch series issued on such date with the same terms not previously called forredemption, by such method as the Trustee shall deem fair and appropriate andwhich may provide for the selection for redemption of portions (equal to theminimum authorized denomination for Securities of that series or any integralmultiple thereof) of the principal amount of Securities of such series of adenomination larger than the minimum authorized denomination for Securities ofthat series.

 

The Trustee shall promptly notify the Company and the SecurityRegistrar (lf other than itself) in writing of the Securities selected forredemption and, in the case of any Securities selected for partial redemption,the principal amount thereof to be redeemed.

 

For all purposes of this Indenture, unless the contextotherwise requires, all provisions relating to the redemptiorl of Securitiesshall relate, in the case of any Security redeemed or to be redeemed only inpart, to the pertion of the principal amount of such Security which has been oris to be redeemed. SECTION 1104.Notice ofRedemption.Notice of redemption shall he given in the manner provided inSection 106, not less than 30 days nor more than 60 days priorto the Redemption Date, unless a shorter period is specified by the terms ofsuch series established pursuant to Section 301, to each Holder ofSecurities to be redeemed, but failure to give such notice in the manner hereinprovided to the Holder of any Security designated for redemption as a whole orin part, or any defect in the notice to any such Holder, shall not affect thevalidity of the proceedings for the redemption of any other such Security orportion thereof.

 

Any notice that is mailed to the Holders of Registered Securities inthe manner herein provided shall be conclusively presumed to have been dulygiven, whether or not the Holder receives the notice.

 

All notices of redemption shall state:

 

(1)                                  theRedemption Date,

 

(2)                                  theRedemption Price, accrued interest to the Redemption Date payable as providedin Section 1106, if any, and Additional Amounts, if any,

 

(3)                                  ifless than all Outstanding Securities of any series are to be redeemed, theidentification (and, in the case of partial redemption, the principal amount)of the particular Security or Securities to be redeemed,

 

(4)                                  incase any Security is to be redeemed in part only, the notice which relates tosuch Security shall state that on and after the Redemption Date, upon surrenderof such Security, the holder will receive, without a charge, a new Security orSecurities of authorized denominations for the principal amount thereofremaining unredeemed,

 

(5)                                  thaton the Redemption Date the Redemption Price and accrued interest to theRedemption Date payable as provided in Section 1106, if any, will becomedue and payable upon each such Security, or the portion thereof, to be redeemedand, if applicable, that interest thereon shall cease to accrue on and aftersaid date unless the Company shall default in the payment of the RedemptionPrice and any accrued interest thereon,

 

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

 

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accrued interest,if any, or for conversion,

 

(7)                                  that,unless otherwise specified in such notice, Bearer Securities of any series, ifany, surrendered for redemption must be accompanied by all coupons maturingsubsequent to the date fmed for redemption or the amount of any such missingcoupon or coupons will be deducted from the Redemption Price, unless securityor indemnity satisfactory to the Company and the Trustee for such series andany Paying Agent is furnished,

 

(8)                                  ifBearer Securities of any series are to be redeemed and any Registered Securitiesof such series are not to be redeemed, and if such Bearer Securities may beexchanged for Registered Securities not subject to redemption on thisRedemption Date pursuant to Section 305 or otherwise, the last date, asdetermined by the Company, on which such exchanges may be made,

 

(9)                                  theCUSIP number of such Security, if any, and

 

(10)                            ifapplicable, that a Holder of Securities who desires to convert Securities forredemption must satisfy the requirements for conversion contained in suchSecurities, the then existing conversion price or rate, and the date and timewhen the option to convert shall expire.

 

Notice of redemption of Securities to be redeemedshall be given by the Company or, at the Company’s request, by the Trustee inthe name and at the expense of the Company. SECTION 1105.Depositof Redemption Price.At least one Business Day prior to any Redemption Date, theCompany shall deposit with the Trustee or with a Paying Agent (or, if theCompany is acting as its own Paying Agent, segregate and hold in trust asprovided in Section 1003) an amount of money in the currency orcurrencies, currency unit or units or composite currency or currencies in whichthe Securities of such series are payable (except as otherwise specifiedpursuant to Section 301 for the Securities of such series) sufficient topay on the Redemption Date the Redemption Price of, and (except if theRedemption Date shall be an Interest Payment Date) accrued interest on, all theSecurities or portions thereof which are to be redeemed on that date. SECTION 1106.Securities Payable on RedemptionDate.Notice of redemption having been given as aforesaid, the Securities so tobe redeemed shall, on the Redemption Date, become due and payable at theRedemption Price therein specified in the currency or currencies, currency unitor units or composite currency or currencies in which the Securities of suchseries are payable (except as otherwise specified pursuant to Section 301for the Securities of such series) (together with accrued interest, if any, tothe Redemption Date), and from and after such date (unless the Company shalldefault in the payment of the Redemption Price and accrued interest) suchSecurities shall, if the same were interest-bearing, cease to bear interest andthe coupons for such interest appertaining to any Bearer Securities so to beredeemed, except to the extent provided below, shall be void. Upon surrender ofany such Security for redemption in accordance with said notice, together withall coupons, if any, appertaining thereto maturing after the Redemption Date,such Security shall be paid by the Company at the Redemption Price, togetherwith accrued interest, if any, to the Redemption Date; *provided, however,* that installments ofinterest on Bearer Securities whose Stated Maturity is on or prior to theRedemption Date shall be payable only at an office or agency located outsidethe United States (except as otherwise provided in Section 1002) and,unless otherwise specified as contemplated by Section 301, only uponpresentation and surrender of coupons for such interest; and *provided further* that, installments ofinterest on Registered Securities whose Stated Maturity is on or prior to theRedemption Date shall be payable to the Holders of such Securities, or one ormore Predecessor Securities, registered as such at the close of business on therelevant Regular Record Dates according to their terms and the provisions ofSection 307.

 

If any Bearer Security surrendered for redemption shall not beaccompanied by all appurtenant coupons maturing after the Redemption Date, suchSecurity may be paid after deducting from the Redemption Price an amount equalto the face amount of all such missing coupons, or the surrender of suchmissing coupon or coupons may be waived by the Company and the Trustee if therebe furnished to them such security or indemnity as they may require to saveeach of them and any Paying Agent harmless. If thereafter the Holder of suchSecurity shall surrender to the Trustee or any Paying Agent any such missingcoupon in respect of which a deduction shall have been made from the RedemptionPrice, such Holder shall be entitled to receive the amount so deducted; *provided, however,* that interestrepresented by coupons shall be payable only at an office or agency locatedoutside the United States (except as otherwise provided in Section 1002)and, unless otherwise specified as contemplated by Section 301, only uponpresentation and surrender of those coupons.

 

If any Security called for redemption by the Companyshall not be so paid upon surrender thereof for redemption by reason of afailure to comply with Section 1105, the principal (and premium orMake-Whole Amount, if any) shall, until paid, bear interest from the RedemptionDate at the rate borne by the Security. SECTION 1107.SecuritiesRedeemed in Part.Any Registered Security which is to be redeemed only in part(pursuant to the provisions of this Article) shall be surrendered at a Place ofPayment therefor (with, if the Company or the Trustee so requires, dueendorsement by, or a written instrument of transfer in form satisfactory to theCompany and the Trustee duly executed by, the Holder thereof or his attorneyduly authorized in writing) and the Company shall execute and the Trustee shallauthenticate and deliver to the Holder of such Security without service chargea new Security or Securities of the same series, of any authorized denominationas requested by such Holder in aggregate principal amount equal to and inexchange for the unredeemed portion of the principal of the Security sosurrendered.

 

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**ARTICLE TWELVE**

**[INTENTIONALLYOMITTED]**

 

**ARTICLE THIRTEEN**

**REPAYMENTAT THE OPTION OF HOLDERS**

 

SECTION 1301.Applicabilityof Article.Repayment of Securities of any series before their Stated Maturityat the option of Holders thereof shall be made in accordance with the terms ofsuch Securities, if any, and (except as otherwise specified by the terms ofsuch series established pursuant to Section 301) in accordance with thisArticle. SECTION 1302.Repayment ofSecurities.Securities of any series subject to repayment in whole or in part atthe option of the Holders thereof will, unless otherwise provided in the termsof such Securities, be repaid at a price equal to the principal amount thereof,together with interest, if any, thereon accrued to the Repayment Date specifiedin or pursuant to the terms of such Securities. The Company covenants that atleast one Business Day prior to the Repayment Date it will deposit with theTrustee or with a Paying Agent (or, if the Company is acting as its own PayingAgent, segregate and hold in trust as provided in Section 1003) an amountof money in the currency or currencies, currency unit or units or compositecurrency or currencies in which the Securities of such series are payable(except as otherwise specified pursuant to Section 301 for the Securitiesof such series) sufficient to pay the principal (or, if so provided by theterms of the Securities of any series, a percentage of the principal) of, and(except if the Repayment Date shall be an Interest Payment Date) accruedinterest on, all the Securities or portions thereof, as the case may be, to berepaid on such date. SECTION 1303.Exercise ofOption.Securities of any series subject to repayment at the option of theHolders thereof will contain an “Option to Elect Repayment” form on the reverseof such Securities. In order for any Security to be repaid at the option of theHolder, the Trustee must receive at the Place of Payment therefore specified inthe terms of such Security (or at such other place or places of which theCompany shall from time to time notify the Holders of such Securities) notearlier than 60 days nor later than 30 days prior to the RepaymentDate (1)the Security so providing for such repayment together with the “Optionto Elect Repayment” form on the reverse thereof duly completed by the Holder(or by the Holder’s attorney duly authorized in writing) or (2) atelegram, telex, facsimile transmission or a letter from a member of a nationalsecurities exchange, or the National Association of SecuritiesDealers, Inc. (“ASD”), or a commercial bank or trust company in the UnitedStates setting forth the name of the Holder of the Security, the principala’hiount of the Security, the principal amount of the Security to be repaid,the CUSIP number, if any, or a description of the tenor and terms of theSecurity, a statement that the option to elect repayment is being exercisedthereby and a guarantee that the Security to be repaid, together with the dulycompleted form entitled “Option to Elect Repayment” on the reverse of theSecurity, will be received by the Trustee not later than the fifth Business Dayafter the date of such telegram, telex, facsimile transmission or letter; *provided, however,* that such telegram,telex, facsimile transmission or letter shall only be effective if suchSecurity and form duly completed are received by the Trustee by such fifthBusiness Day. If less than the entire principal amount of such Security is tobe repaid in accordance with the terms of such Security, the principal amountof such Security to be repaid, in increments of the minimum denomination forSecurities of such series, and the denomination or denominations of the Securityor Securities to be issued to the Holder for the portion of the principalamount of such Security surrendered that is not to be repaid, must bespecified. The principal amount of any Security providing for repayment at theoption of the Holder thereof may not be repaid in part if, following suchrepayment, the unpaid principal amount of such Security would be less than theminimum authorized denomination of Securities of the series of which suchSecurity to be repaid is a part. Except as otherwise may be provided by theterms of any Security providing for repayment at the option of the Holderthereof, exercise of the repayment option by the Holder shall be irrevocableunless waived by the Company. SECTION 1304.WhenSecurities Presented for Repayment Become Due and Payable.If Securities of anyseries that provide for repayment at the option of the Holders thereof shallhave been surrendered as provided in this Article and as provided by orpursuant to the terms of such Securities, such Securities or the portionthereof, as the case may be, to be repaid shall become due and payable andshall be paid by the Company on the Repayment Date therein specified, and onand after such Repayment Date (unless the Company shall default in the paymentof such Securities on such Repayment Date) such Securities shall, if the samewere interest-bearing, cease to bear interest and the coupons for such interestappertaining to any Bearer Securities so to be repaid, except to the extentprovided below, shall be void. Upon surrender of any such Security forrepayment in accordance with such provisions, together with coupons, If any,appertaining thereto maturing after the Repayment Date, the principal amount ofsuch Security *so* to be repaidshall be paid by the Company, together with accrued interest, if any, on theRepayment Date; *provided, however,*that coupons whose Stated Maturity is on or prior to the Repayment Date shallbe payable at an office or agency located outside the United States (except asotherwise provided in Section 1002) and, unless otherwise specifiedpursuant to Section 301, only upon presentation and surrender of suchcoupons; and *provided further*that, in the case of Registered Securities, installments of interest, if any,whose Stated Maturity is on or prior to the Repayment Date shall be payable(but with interest thereon, unless the Company shall default in the paymentthereof) to the Holders of such Securities, or one or more PredecessorSecurities, registered as such at the close of business relevant Regular RecordDates according to their terms and the provisions of Section 307.

 

If any Bearer Security surrendered for repayment shall not beaccompanied by all appurtenant coupons maturing after the Repayment Date, suchSecurity may be paid after deducting from the amount payable therefor asprovided in Section 1302 an amount equal to the face amount of all suchmissing coupons, or the surrender of such missing coupon or coupons may bewaived by the Company and the Trustee if there be furnished to it such securityor indemnity as they may require to save it and any Paying Agent harmless. Ifthereafter the Holder of such Security shall surrender to the Trustee or anyPaying Agent any such missing coupon in respect of which a deduction shall havebeen made as provided in the preceding sentence, such Holder shall be entitledto receive the amount so deducted; *provided,however,* that interest represented by coupons shall be payable onlyat an office or agency located outside the United States

 

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(except as otherwise provided in Section 1002) and, unlessotherwise specified as contemplated by Section 301, only presentation andsurrender of those coupons.

 

If the principal amount of any Security surrenderedfor repayment shall not be so repaid upon surrender thereof by reason of afailure by the Company to comply with this Section 1304, such principalamount (together with interest, if any, thereon accrued to such Repayment Date)shall, until paid, bear interest from the Repayment Date at the rate ofinterest or Yield to Maturity (in the case of Original Issue DiscountSecurities) set forth in such Security. SECTION 1306.Securities Repaid in Part.Upon surrender of anyRegistered Security which is to be repaid in part only, the Company shallexecute and the Trustee shall authenticate and deliver to the Holder of suchSecurity, without service charge and at the expense of the Company, a newRegistered Security or Securities of the same series, of any authorizeddenomination specified by the Holder, in an aggregate principal amount equal toand in exchange for the portion of the principal of such Security sosurrendered which is not to be repaid.

 

**ARTICLE FOURTEEN**

**DEFEASANCEAND COVENANT DEFEASANCE**

 

SECTION 1401.Applicabilityof Article; Company’s Option to Effect Defeasance or Covenant Defeasance.If,pursuant to Section 301, provision is made for either or both of(a) defeasance of the Securities of or within a series underSection 1402 or (b) covenant defeasance of the Securities of orwithin a series under Section 1403, then the provisions of suchSection or Sections, as the case may be, together with the otherprovisions of this Article (with such modifications thereto as may bespecified pursuant to Section 301 with respect to any Securities), shallbe applicable to such Securities and any coupons appertaining thereto, and theCompany may at its option by Board Resolution, at any time, with respect tosuch Securities and any coupons appertaining thereto, elect to have Section 1402(if applicable) or Section 1403 (if applicable) be applied to suchOutstanding Securities and any coupons appertaining thereto upon compliancewith the conditions set forth below in this Article. SECTION 1402.Defeasanceand Discharge.Upon the Company’s exercise of the above option applicable tothis Section with respect to any Securities of or within a series, theCompany shall be deemed to have been discharged from its obligations withrespect to such Outstanding Securities and any coupons appertaining thereto onthe date the conditions set forth in Section 1404 are satisfied(hereinafter, “defeasance”). For this purpose, such defeasance means that theCompany shall be deemed to have paid and discharged the entire indebtednessrepresented by such Outstanding Securities and any coupons appertainingthereto, whch shall thereafter be deemed to be “Outstanding” only for thepurposes of Section 1405 and the other Sections of this Indenture referredto in clauses (A) and (B) below, and to have satisfied all of its otherobligations under such Securities and any coupons appertaining thereto and thsIndenture insofar as such Securities and any coupons appertaining thereto areconcerned (and the Trustee, at the expense of the Company, shall execute properinstruments acknowledging the same), except for the following which shallsurvive until otherwise terminated or discharged hereunder: (A) the rightsof Holders of such Outstanding Securities and any coupons appertaining theretoto receive, solely from the trust fund described in Section 1404 and asmore fully set forth in such Section, payments in respect of the principal of(and premium or Make-Whole Amount, if any) and interest, if any, on suchSecurities and any coupons appertaining thereto when such payments are due, (B)the Company’s obligations with respect to such Securities under Sections 305,306, 1002 and 1003 and with respect to the payment of Additional Amounts, ifany, on such Securities as contemplated by Section 1012, (C) therights, powers, trusts, duties and immunities of the Trustee hereunder and (D)this Article. Subject to compliance with this Article Fourteen, theCompany may exercise its option under this Section notwithstanding theprior exercise of its option under Section 1403 with respect to suchSecurities and any coupons appertaining thereto.

 

SECTION 1403.Covenant Defeasance.Upon theCompany’s exercise of the above option applicable to this Section withrespect to any Securities of or within a series, the Company shall be releasedfrom its obligations under Sections 1004 to 1010, inclusive and, ifspecified pursuant to Section 301, its obligations under any othercovenant, with respect to such Outstanding Securities and coupons appertainingthereto on and after the date the conditions set forth in Section 1304 aresatisfied (hereinafter, “covenant defeasance”), and such Securities and anycoupons appertaining thereto shall thereafter be deemed to be not “Outstanding”for the purposes of any direction, waiver, consent or declaration or Act ofHolders (and the consequences of any thereof) in connection withSections 1004 to 1010, inclusive, or such other covenant, but shallcontinue to be deemed “Outstanding” for all other purposes hereunder. For thispurpose, such covenant defeasance means that, with respect to such OutstandingSecurities and any coupons appertaining thereto, the Company may omit to complywith and shall have no liability in respect of any term, condition orlimitation set forth in any such Section or such other covenant, whetherdirectly or indirectly, by reason of any reference elsewhere herein to any suchSection or such other covenant or by reason of reference in anySection or such other covenant to any other provision herein or in anyother document and such omission to comply shall not constitute a default or anEvent of Default under Section 501(3) or 501(7) otherwise, as the case maybe, but, except as specified above, remainder of this Indenture and suchSecurities and any coupons appertaining thereto shall be unaffected thereby. SECTION 1404.Conditions to Defeasance or CovenantDefeasance. The following shall be the conditions to application ofSection 1402 or Section 1403 to any Outstanding Securities of orwithin a series and any coupons appertaining thereto:

 

(a)                                  TheCompany shall irrevocably have deposited or caused to be deposited with theTrustee (or another trustee satisfying the requirements of Section 607 whoshall agree to comply with the provisions of this Article Fourteenapplicable to it) as trust funds in trust for the purpose of making thefollowing payments, specifically pledged as security for, and dedicated solelyto, the benefit of the Holders of such Securities and any coupons appertainingthereto, (1) an amount in such currency, currencies or currency unit in whichsuch

 

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Securities and any coupons appertaining thereto are then specified aspayable at Stated Maturity, or (2) Government Obligations applicable to suchSecurities and coupons appertaining thereto (determined on the basis of thecurrency, currencies or currency unit in which such Securities and couponsappertaining thereto are then specified as payable at Stated Maturity) whichthrough the scheduled payment of principal and interest in respect thereof inaccordance with the terms will provide, not later than one day before the duedate of any payment of principal of (and premium or Make-Whole Amount, if any)and interest, if any, on such Securities and any coupons appertaining thereto, moneyin an amount, or (3) a combination thereof, in any case, in an amount,sufficient, without consideration of any reinvestment of such principal andinterest, in the opinion of a nationally recognized firm of independent publicaccountants expressed in a written certification thereof delivered the Trustee,to pay and discharge, and which shall be applied by the Trustee (or otherqualifying trustee) to pay and discharge, the principal of (and premium orMake-Whole Amount, if any) and interest, if any, on such Outstanding Securitiesand any coupons, appertaining thereto on the Stated Maturity of such principalor installment of principal or interest or analogous payments applicable tosuch Outstanding Securities and any coupons appertaining thereto on the day onwhich such payments are due and payable in accordance with the terms of thisIndenture and of such Securities and any coupons appertaining thereto.

 

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

 

(c)                                  NoEvent of Default or event which with notice or lapse of time or both wouldbecome an Event of Default with respect to such Securities and any couponsappertaining thereto shall have occurred and be continuing on the date of suchdeposit or, insofar as Sections 501(7) and 501(8) are concerned, at any timeduring the period ending on the 91st day after the date of such deposit (itbeing understood that this condition shall not be deemed satisfied until theexpiration of such period).

 

(d)                                 Inthe case of an election under Section 1402, the Company shall havedelivered to the Trustee an Opinion of Counsel stating that (i) theCompany has received from, or there has been published by, the Internal RevenueService a ruling, or (ii) since the date of execution of this Indenture,there has been a change in the applicable Federal income tax law, in eithercase to the effect that, and based thereon such opinion shall confirm that, theHolders of such Outstanding Securities and any coupons appertaining theretowill not recognize income, gain or loss for Federal income tax purposes as aresult of such defeasance and will be subject to Federal income tax on the sameamounts, in the same manner and at the same times as would have been the caseif such defeasance had not occurred.

 

(e)                                  Inthe case of an election under Section 1403, the Company shall havedelivered to the Trustee an Opinion of Counsel to the effect that the Holdersof such Outstanding Securities and any coupons appertaining thereto will notrecognize income, gain or loss for Federal income tax purposes as a result ofsuch covenant defeasance and will be subject to Federal income tax on the sameamounts, in the same manner and at the same times as would have been the caseif such covenant defeasance had not occurred.

 

(f)                                    TheCompany shall have delivered to the Trustee an Officers’ Certificate and anOpinion of Counsel, each stating that all conditions precedent to thedefeasance under Section 1402 or the covenant defeasance underSection 1403 (as the case may be) have been complied with and an Opinionof Counsel to the effect that either (i) as a result of a deposit pursuantto subsection (a) above and the related exercise of the Company’soption under Section 1402 or Section 1403 (as the case may be),registration is not required under the Investment Company Act of 1940, asamended, by the Company with respect to the trust funds representing suchdeposit or by the Trustee for such trust funds or (ii) all necessaryregistrations under said Act have been effected.

 

(g)                                 Notwithstandingany other provisions of this Section, such defeasance or covenant defeasanceshall be effected in compliance with any additional or substitute terms,conditions or limitations which may be imposed on the Company in connectiontherewith pursuant to Section 301. SECTION 1406.Deposited Money and Government Obligationsto Be Held in Trust; Other Miscellaneous Provisions.Subject to the provisionsof the last paragraph of Section 1003, all money and GovernmentObligations (or other property as may be provided pursuant to Section 301)(including the proceeds thereof) deposited with the Trustee (or otherqualifying trustee, collectively for purposes of this Section 1405, the“Trustee”) pursuant to Section 1404 in respect of any OutstandingSecurities of any series and any coupons appertaining thereto shall be held intrust and applied by the Trustee, in accordance with the provisions of suchSecurities and any coupons appertaining thereto and this Indenture, to thepayment, either directly or through any Paying Agent as the Trustee maydetermine, to the Holders of such Securities and any coupons appertainingthereto of all sums due and to become due thereon in respect of principal (andpremium or Make-Whole Amount, if any) and interest and Additional Amounts, ifany, but such money need not be segregated from other funds except to theextent required by law.

 

Unless otherwise specified with respect to any Security pursuant toSection 301, if, after a deposit referred to in Section 1404(a) hasbeen made, (a) the Holder of a Security in respect of which such depositwas made is entitled to, and does, elect pursuant to Section 301 or theterms of such Security to receive payment in a currency or currency unit otherthan that in which the deposit pursuant to Section 1404(a) has been madein respect of such Security, or (b) a Conversion Event occurs in respect of thecurrency or currency unit in which the deposit pursuant to Section 1404(a)has been made, the indebtedness represented by such Security and any couponsappertaining thereto shall be deemed to have been, and will be, fullydischarged and satisfied through the payment of the principal of (and premiumor Make-Whole Amount, if any), and interest, if any, on such Security as thesame becomes due out of the proceeds yielded by converting (from time to timeas specified below in the case of any such election) the amount or otherproperty deposited in respect of such Security

 

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into the currency or currency unit in which such Security becomespayable as a result of such election or Conversion Event based on theapplicable market exchange rate for such currency or currency unit in effect onthe second Business Day prior to each payment date, except, with respect to aConversion Event, for such currency or currency unit in effect (as nearly asfeasible) at the time of the Conversion Event.

 

The Company shall pay and indemnify the Trustee against any tax, fee orother charge imposed on or assessed against the Government Obligationsdeposited pursuant to Section 1404 or the principal and interest receivedin respect thereof other than any such tax, fee or other charge which by law isfor the account of the Holders of such Outstanding Securities and any couponsappertaining thereto.

 

Anything in this Article to the contrary notwithstanding, subjectto Section 606, the Trustee shall deliver or pay to the Company from timeto time upon Company Request any money or Government Obligations (or otherproperty and any proceeds therefrom) held by it as provided inSection 1404 which, in the opinion of a nationally recognized firm ofindependent public accountants expressed in a written certification thereofdelivered to the Trustee, are in excess of the amount thereof which would thenbe required to be deposited to effect a defeasance or covenant defeasance, asapplicable, in accordance with this Article.

 

**ARTICLE FIFTEEN**

 

**MEETINGSOF HOLDERS OF SECURITIES**

 

SECTION 1501.Purposesfor Which Meetings May Be Called.A meeting of Holders of Securities of anyseries may be called at any time and from time to time pursuant to this Article tomake, give or take any request, demand, authorization, direction, notice,consent, waiver or other action provided by this Indenture to be made, given ortaken by Holders of Securities of such series. SECTION 1602.Call,Notice and Place of Meetings

 

(a)                                  TheTrustee may at any time call a meeting of Holders of Securities of any seriesfor any purpose specified in Section 1501, to be held at such time and atsuch place in the Borough of Manhattan, The City of New York, or in London asthe Trustee shall determine. Notice of every meeting of Holders of Securitiesof any series, setting forth the time and the place of such meeting and ingeneral terms the action proposed to be taken at such meeting, shall be given,in the manner provided in Section 106, not less than 21 nor more than180 days prior to the date fixed for the meeting.

 

(b)                                 Incase at any time the Company pursuant to a Board Resolution, or the Holders ofat least 10% in principal amount of the Outstanding Securities of any series,shall have requested the Trustee to call a meeting of the Holders of Securitiesof such series for any purpose specified in Section 1501, by writtenrequest setting forth in reasonable detail the action proposed to be taken atthe meeting, and the Trustee shall not have made the first publication of thenotice of such meeting within 21 days after receipt of such request orshall not thereafter proceed to cause the meeting to be held as providedherein, then the Company or the Holders of Securities of such series in theamount above sperified, as the case may be, may determine the time and theplace in the Borough of Manhattan, The City of New York, or in London for suchmeeting and may call such meeting for such purposes by giving notice thereof asprovided in subsection (a) of this Section. SECTION 1503.PersonsEntitled to Vote at Meetings.To be entitled to vote at any meeting of Holdersof Securities of any series, a Person shall be (1) a Holder of one or moreOutstanding Securities of such series, or (2) a Person appointed by aninstrument in writing as proxy for a Holder or Holders of one or moreoutstanding Securities of such series by such Holder or Holders. The onlyPersons who shall be entitled to be present or to speak at any meeting ofHolders of Securities of any series shall be the Persons entitled to vote atsuch meeting and their counsel, any representatives of the Trustee and itscounsel and any representatives of the Company and its counsel. SECTION 1504.Quorum; Action.The Persons entitled tovote a majority in principal amount of the Outstanding Securities of a seriesshall constitute a quorum for a meeting of Holders of Securities of suchseries; *provided,* however, thatif any action is to be taken at such meeting with respect to a consent orwaiver which this Indenture expressly provides may be given by the Holders ofnot less than a specified percentage in principal amount of the OutstandingSecurities of a series, the Persons entitled to vote such specified percentagein principal amount of the Outstanding Securities of such series shallconstitute a quorum. In the absence of a quorum within 30 minutes after thetime appointed for any such meeting, the meeting shall, if convened at therequest of Holders of Securities of such series, be dissolved. In any othercase the meeting may be adjourned for a period of not less than 10 days asdetermined by the chairman of the meeting prior to the adjournment of suchmeeting. In the absence of a quorum at any such adjourned meeting, suchadjourned meeting may be further adjourned for a period of not less than10 days as determined by the chairman of the meeting prior to theadjournment of such adjourned meeting. Notice of the reconvening of anyadjourned meeting shall be given as provided in Section 1502(a), except thatsuch notice need be given only once not less than five days prior to the dateon which the meeting is scheduled to be reconvened. Notice of the reconveningof any adjourned meeting shall state expressly the percentage, as providedabove, of the principal amount of the Outstanding Securities of such serieswhich shall constitute a quorum.

 

Except as limited by the proviso to Section 902, any resolutionpresented to a meeting or adjourned meeting duly reconvened at which a quorumis present as aforesaid may be adopted by the affirmative vote of the Holdersof a majority in principal amount of the Outstanding Securities of that series;provided, howeuer, that, except as limited by the proviso to Section 902,any resolution with respect

 

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to any request, demand, authorization, direction, notice, consent,waiver or other action which this Indenture expressly provides may be made,given or taken by the Holders of a specific percentage, which is less than amajority, in principal amount the Outstanding Securities of a series may beadopted at a meeting or an adjourned meeting duly reconvened and at which aquorum is present as aforesaid by the affirmative vote of the Holders of suchspecified percentage in principal amount of the Outstanding Securities of thatseries.

 

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

 

Notwithstanding the foregoing provisions of this Section 1504, ifany action is to be taken at a meeting of Holders of Securities of any serieswith respect to any request, demand, authorization, direction, notice, consent,waiver or other act that this Indenture expressly provides may be made, givenor taken by the Holders of a specified percentage in principal amount of allOutstanding Securities affected thereby, or of the Holders of such series andone or more additional series:

 

(i)                                     thereshall be no minimum quorum requirement for such meeting: and

 

(ii)                                  theprincipal amount of the Outstanding Secur&iee af such series that vote infavor of such request, demand, authorization, direction, notice, consent,waiver or other action shall be taken into account in determining whether suchrequest, demand, authorization, direction, notice, consent, waiver or otheraction has been made, given or taken under this Indenture. SECTION 1505.Determinationof Voting Rights; Conduct and Adjournment of Meetings.

 

(a)                                  Notwithstandingany provisions of this Indenture, the Trustee may make such reasonableregulations as it may deem advisable for any meeting of Holders of Securitiesof a series in regard to proof of the holding of Securities of such series andof the appointment of proxies and in regard to the appointment and duties ofinspectors of votes, the submission and examination of proxies, certificatesand other evidence of the right to vote, and such other matters concerning theconduct of the meeting as it shall deem appropriate. Except as otherwisepermitted or required by any such regulations, the holding of Securities shallbe proved in the manner specified in Section 104 and the appointment ofany proxy shall be proved in the manner specified in Section 104 or byhaving the signature of the Person executing the proxy witnessed or guaranteedby any trust company, bank or banker authorized by Section 104 to certifyto the holding of Bearer Securities. Such regulations may provide that writteninstruments appointing proxies, regular on their face, may be presumed validand genuine without the proof specified in Section 104 or other proof.

 

(b)                                 TheTrustee shall, by an instrument in writing appoint a temporary chairman of themeeting, unless the meeting shall have been called by the Company or by Holdersof Securities provided in Section 1502(b), in which case the Company orthe Holders of Securities of the series calling the meeting, as the case maybe, shall in like manner appoint a temporary chairman. A permanent chairman anda permanent secretary of the meeting shall be elected by vote of the Personsentitled to vote a majority in principal amount of the Outstanding Securitiesof such series represented at the meeting.

 

(c)                                  Atany meeting each Holder of a Security of such series or proxy shall be entitledto one vote for each $1,000 principal amount of the Outstanding Securities ofsuch series held or represented by him; *provided,however,* that no vote shall be cast or counted at any meeting inrespect of any Security challenged as not Outstanding and ruled by the chairmanof the meeting to be not Outstanding. The chairman of the meeting shall have noright to vote, except as a Holder of a Security of such series or proxy.

 

(d)                                 Anymeeting of Holders of Securities of any series duly called pursuant toSection 1502 at which a quorum is present may be adjourned from time totime by Persons entitled to vote a majority in principal amount of theOutstanding Securities of such series represented at the meeting, and themeeting may be held as so adjourned without further notice. SECTION 1506.Counting Votes and Recording Action ofMeetings. The vote upon any resolution submitted to any meeting of Holders ofSecurities of any series shall be by written ballots on which shall besubscribed the signatures of the Holders of Securities of such series or oftheir representatives by proxy and the principal amounts and serial numbers ofthe Outstanding Securities of such series held or represented by them. Thepermanent chairman of the meeting shall appoint two inspectors of votes whoshall count all votes cast at the meeting for or against any resolution and whoshall make and file with the secretary of the meeting their verified writtenreports in duplicate of all votes cast at the meeting. A record, at least induplicate, of the proceedings of each meeting of Holders of Securities of anySeries shall be prepared by the secretary of the meeting and there shall beattached to said record the original reports of the inspectors of votes on anyvote by ballot taken thereat and affidavits by one or more persons havingknowledge of the fact, setting forth a copy of the notice of the meeting andshowing that said notice was given as provided in Section 1502 and, ifapplicable, Section 1504. Each copy shall be signed and verified by theaffidavits of the permanent chairman and secretary of meeting and one such copyshall be delivered to the Company and another to the Trustee to be preserved bythe Trustee, the latter to have attached thereto the ballots voted at themeeting. Any record so signed and verified shall be conclusive evidence of thematters therein stated. SECTION 1607.Evidence of Action Taken by Holders.Anyrequest, demand, authorization, direction, notice, consent, waiver or otheraction provided by this Indenture to be given or taken by a specifiedpercentage in principal amount of the Holders of any or all series may beembodied in and evidenced by one or more instruments of substantially similartenor signed by such specified percentage of Holders in person or by agent dulyappointed in writing; and, except as herein otherwise

 

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expressly provided, suchaction shall become effective when such instrument or instruments are deliveredto the Trustee. Proof and execution of any instrument or of a writingappointing any such agent shall be sufficient for any purpose of this Indentureand (subject to Article Six) conclusive in favor of the Trustee and theCompany, if made in the manner provided in this Article. SECTION 1508.Proofof Execution of Instruments.Subject to Article Six, the execution of anyinstrument by a Holder or his agent or proxy may be proved in accordance withsuch reasonable rules and regulations as may be prescribed by the Trustee or insuch manner as shall be satisfactory to the Trustee.

 

*  * *  *  *  *

 

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

 

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

 
|   |                       | COLONIAL REALTY LIMITED PARTNERSHIP |
|--------|----------------------------|-------------------------------------|
|   |                       | By:                                 | COLONIAL PROPERTIES HOLDING COMPANY, INC. |
|   |                       | By:                                 | /s/ Douglas B. Nunnelley |   |
|   |                       |                                |   |
|   |                       |                                | Title: CHIEF FINANCIAL OFFICER |
|   |                       |                                |   |
| ATTEST |                       |                                |
| By:    | /s/ Howard B. Nelson       |                                |   |   |
|   |                       |                                |   |
|   | Title: Assistant Secretary |                                |   |
|   |                       |                                |   |
|   |                       | BANKERS TRUST COMPANY, as Truetee   |
|   |                       | By:                                 | /s/ Jenna Kaufman |   |
|   |                       |                                |   |
|   |                       |                                | Title: Vice President |
| ATTEST |                       |                                |
| By:    | /s/ KEVIN WEEKE            |                                |   |   |
|   |                       |                                |   |
|   | Title: Assistant Treasurer |                                |   |
|        |                            |                                     |  |  |  |  |

 

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| STATE OF ALABAMA     | )      |   |
|----------------------|--------|--------|
|                 | )      | as:    |
| COUNTY OF MONTGOMERY | )      |   |
|                 |   |   |

 

On the 19th day of July, 1996, before me personally came to me known,Douglas B. Nunnelley who, being by me duly sworn, did depose and say thathe/she resides in Birmingham, Alabama, that he/she is the Senior Vice Presidentof Colonial Properties Holding Company, Inc. one of the parties described inand which executed the foregoing instrument: and that he/she signed his/hername thereto by authority of said corporation.

 

[Notarial Seal]

 
|   | /s/ Denise M.Grissom                                         |   |
|--------|--------------------------------------------------------------|--------|
|   |                                                         |
|   | Notary Public                                                |
|   | COMMISSION EXPIRES: MY COMMISSION EXPIRES  MAY 28, 1998 |

 

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| STATE OF ALABAMA   | )      |   |
|--------------------|--------|--------|
|               | )      | as:    |
| COUNTY OF NEW YORK | )      |   |
|               |   |   |

 

 

On the 2nd day of July, 1996, before me personally came to me known,Jenna Kaufman, who, being by me duly sworn, did depose and say that she/heresides at New York, New York that she/he is a Vice President of Banker TrustCompany, one of the parties described in and which executed the foregoinginstrument; and that he/she signed his/her name thereto by authority of saidcorporation.

 

[Notarial Seal]

 
|   | /s/ MARGARET BEREZA |                             |
|--------|---------------------|----------------------------------|
|   |                |                             |
|   | Notary Public       |                             |
|   | COMMISSION EXPIRES: |                             |
|   |                | MARGARET BEREZA                  |
|   |                | Notary Public State of  New York |
|   |                | No. S1-6023900                   |
|   |                | Qualified in New York  County    |
|   |                | Commission Expires  2/22/98      |

 

**EXHIBIT A**

 

**FORMS OFCERTIFICATION**

 

**EXHIBITA-1**

 

**FORM OFCERTIFICATE TO BE GIVEN BY PERSON ENTITLED**

**TORECEIVE BEARER SECURITY OR TO OBTAIN INTEREST**

**PAYABLEPRIOR TO THE EXCHANGE DATE**

**CERTIFICATE**

 

[Insert title or sufficient description of Securitiesto be delivered]

 

This is to certify that, as of the date hereof, and except as set forthbelow, the above-captioned Securities held by you for our account (i) areowned by person(s) that are not citizens or residents of the United States,domestic companies, domestic corporations or any estate or trust the income ofwhich is subject to United States federal income taxation regardless of itssource (“United States person(s)”), (ii) are owned by United Statesperson(s) that are (a) foreign branches of United States financialinstitutions (financial institutions, as defined in United States TreasuryRegulations Section 2.165-12(c)(l)(v) are herein referred to as“financial institutions”) purchasing for their own account or for resale, or(b) United States person(s) who acquired the Securities through foreignbranches of United States financial institutions and who hold the Securitiesthrough such United States financial institutions on the date hereof (and ineither case (a) or (b), each such United States financial institutionhereby agrees, on its own behalf or through its agent, that you may adviseColonial Realty Limited Partnership or its agent that such financialinstitution will comply with the requirements of Section 165(j)(3)(A),(B)or (C) of the United States Internal Revenue Code of 1986, as amended, and theregulations thereunder), or (iii) are owned by United States or foreignfinancial institution(s) for purposes of resale during the restricted period(as defined in United States Treasury RegulationsSection 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is aUnited States or foreign financial institution described in clause (iii)above (whether or not also described in clause (i) or (ii)),this is tofurther certify that such financial institution has not acquired the Securitiesfor purposes of resale directly or indirectly to a United States person or to aperson within the United States or its possessions.

 

**As** used herein, “United States”means the United States of America (including the States and the District ofColumbia); and “possessions” include Puerto Rico, the US. Virgin Islands, Guam,American Samoa, Wake Island and the Northern Mariana Islands.

 

We undertake to advise you promptly by tested telex on or prior to thedate on which you intend to submit your certification relating to theabove-captioned Securities held by you for our account in accordance with yourOperating Procedures if any applicable statement herein is not correct on suchdate, and in the absence of any such notification it may be assumed that thiscertification applies as of such date.

 

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This certificate excepts and does not relate to [US.$]                       ofsuch interest in the above-captioned Securities in respect of which we are notable to certify and as to which we understand an exchange for an interest in aPermanent Global Security or an exchange for and delivery of definitiveSecurities (or, if relevant, collection of any interest) cannot be made untilwe do so certify.

 

We understand that this certificate may be required in connection withcertain tax legislation in the United States. If administrative or legalproceedings are commenced or threatened in connection with which thiscertificate is or would be relevant, we irrevocably authorize you to producethis certificate or a copy thereof to any interested party in such proceedings.

 

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Dated:                       ,19

[To be dated no earlier than the 15th day prior to

(i) the Exchange Date or (ii) the relevantInterest

Payment Date occurring prior to the Exchange Date,

as applicable]

 

 
|   | [Name of Person Making Certification] |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   |                                  |
|   | (Authorized Signatory)                |
|   | Name:                                 |
|   | Title:                                |

 

**EXHIBITA-2**

 

**FORM OFCERTIFICATE TO BE GIVEN BY EUROCLEAR**

**ANDCEDEL S.A. IN CONNECTION WITH THE EXCHANGE**

**OF APORTION OF A TEMPORARY GLOBAL SECURITY OR TO**

**OBTAININTEREST PAYABLE PRIOR TO THE EXCHANGE DATE**

**CERTIFICATE**

 

[Insert title or sufficient description of Securitiesto be delivered]

 

This is to certify that, based solely on written certifications that wehave received in writing, by tested telex or by electronic transmission fromeach of the persons appearing in our records as persons entitled to a portionof the principal amount set forth below (our “Member organizations”)substantially in the form attached hereto, as of the date hereof, [US.$]                    principalamount of the above-captioned Securities (i) is owned by person(s) thatare not citizens or residents of the United States, domestic companies,domestic corporations or any estate or trust the income of which is subject toUnited States Federal income taxation regardless of its source (“United Statesperson(s)”), (ii) is owned by United States person(s) that are(a) foreign branches of United States financial institutions (financialinstitutions, as defined in U.S. Treasury RegulationsSection 1.165-12(c)(1)(v) are herein referred to as “financialinstitutions”) purchasing for their own account or for resale, or(b) United States person(s) who acquired the Securities through foreignbranches of United States financial institutions and who hold the Securitiesthrough such United States financial institutions on the date hereof (and ineither case (a) or (b), each such financial institution has agreed, on itsown behalf or through its agent, that we may advise Colonial Realty LimitedPartnership or its agent that such financial institution will comply with therequirements of Section 165(j)(3)(A),(B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or(iii) is owned by United States or foreign financial institution(s) forpurposes of resale during the restricted period (as defined in United StatesTreasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the furthereffect, that financial institutions described in clause (iii) above(whether or not also described in clause (i) or (ii)) have certifiedthat they have not acquired the Securities for purposes of resale directly orindirectly to a United States person or to a person within the United States orits possessions.

 

As used herein, “United States” means the United States of America(including the States and the District of Columbia): and its “possessions”include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Islandand the Northern Mariana Islands.

 

We further certify that (i) we are not making available herewithfor exchange (or, if relevant, collection of any interest) any portion of thetemporary global Security representing the above captioned Securities exceptedin the above-referenced certificates of Member Organizations and (ii) asof the date hereof we have not received any notification from any of our MemberOrganizations to the effect that the statements made by such MemberOrganizations with respect to any portion of the part submitted herewith forexchange (or, *if*relevant,collection of any interest) are no longer true and cannot be relied upon as ofthe date hereof.

 

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We understand that this certification is required in connection withcertain tax legislation in the United States. If administrative or legalproceedings are commenced or threatened in connection with which thiscertificate is or would be relevant, we irrevocably authorize you to producethis certificate or a copy thereof to any interested party in such proceedings.

 

Dated:                     19

[To be dated no earlier than the Exchange Date or the

relevant Interest Payment Date occurring prior to the

Exchange Date, as applicable]

 

 
|   | [Morgan Guaranty Trust Company of  New York, Brussels Office,] as  Operator of the Euroclear System [Cedel S.A.] |
|--------|------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                             |
|   |                                                                                                             |
|   |                                                                                                             |
|   | By:                                                                                                              |

 

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