Exhibit 4.3


 


WATTS WATER TECHNOLOGIES, INC.


 


and


 










 


Trustee


 


INDENTURE


 


Dated as of                


 


 


SUBORDINATED DEBT SECURITIES


 

















 


CROSS-REFERENCE TABLE(1)


 


	
  Section of 

  Trust Indenture Act 

  of 1939, as amended

  	
   

  	
  

  Section of 

  Indenture

  
	
  310(a)

  	
   

  	
  6.09

  
	
  310(b)

  	
   

  	
  6.08

  
	
   

  	
   

  	
  6.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  6.13

  
	
  311(b)

  	
   

  	
  6.13

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  4.01

  
	
   

  	
   

  	
  4.04

  
	
  312(b)

  	
   

  	
  4.04(c)

  
	
  312(c)

  	
   

  	
  4.04(c)

  
	
  313(a)

  	
   

  	
  4.03

  
	
  313(b)

  	
   

  	
  4.03

  
	
  313(c)

  	
   

  	
  4.03

  
	
  313(d)

  	
   

  	
  4.03

  
	
  314(a)

  	
   

  	
  4.02

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  2.04

  
	
   

  	
   

  	
  8.04

  
	
   

  	
   

  	
  9.01(c)

  
	
   

  	
   

  	
  10.01(b)

  
	
   

  	
   

  	
  11.05

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  11.05

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  6.01

  
	
   

  	
   

  	
  6.02

  
	
  315(b)

  	
   

  	
  5.11

  
	
  315(c)

  	
   

  	
  6.01

  
	
  315(d)

  	
   

  	
  6.01

  
	
   

  	
   

  	
  6.02

  
	
  315(e)

  	
   

  	
  5.12

  
	
  316(a)

  	
   

  	
  5.09

  
	
   

  	
   

  	
  5.10

  
	
   

  	
   

  	
  7.04

  
	
  316(b)

  	
   

  	
  5.06

  
	
   

  	
   

  	
  5.10

  
	
  316(c)

  	
   

  	
  7.02

  
	
  317(a)

  	
   

  	
  5.04

  
	
  317(b)

  	
   

  	
  3.04

  
	
  318(a)

  	
   

  	
  11.07

  



 






(1)           This Cross-Reference Table does not constitute part of the
Indenture and shall not have any bearing on the interpretation of any of its
terms or provisions.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  Section 1.01

  	
  Certain
  Terms Defined

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  SECURITIES

  	
  6

  
	
   

  	
  Section 2.01

  	
  Forms
  Generally

  	
  6

  
	
   

  	
  Section 2.02

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  6

  
	
   

  	
  Section 2.03

  	
  Amount
  Unlimited; Issuable in Series

  	
  6

  
	
   

  	
  Section 2.04

  	
  Authentication
  and Delivery of Securities

  	
  9

  
	
   

  	
  Section 2.05

  	
  Execution of
  Securities

  	
  10

  
	
   

  	
  Section 2.06

  	
  Certificate
  of Authentication

  	
  10

  
	
   

  	
  Section 2.07

  	
  Denomination
  and Date of Securities; Payments of Interest

  	
  11

  
	
   

  	
  Section 2.08

  	
  Registration,
  Transfer and Exchange

  	
  11

  
	
   

  	
  Section 2.09

  	
  Mutilated,
  Defaced, Destroyed, Lost and Stolen Securities

  	
  13

  
	
   

  	
  Section 2.10

  	
  Cancellation
  of Securities; Destruction Thereof

  	
  14

  
	
   

  	
  Section 2.11

  	
  Temporary
  Securities

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  COVENANTS OF
  THE ISSUER

  	
  15

  
	
   

  	
  Section 3.01

  	
  Payment of
  Principal and Interest

  	
  15

  
	
   

  	
  Section 3.02

  	
  Offices for
  Payments, Etc.

  	
  15

  
	
   

  	
  Section 3.03

  	
  Appointment
  to Fill a Vacancy in Office of Trustee

  	
  16

  
	
   

  	
  Section 3.04

  	
  Paying
  Agents

  	
  16

  
	
   

  	
  Section 3.05

  	
  Written
  Statement to Trustee

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  SECURITYHOLDERS
  LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

  	
  17

  
	
   

  	
  Section 4.01

  	
  Issuer to
  Furnish Trustee Information as to Names and Addresses of Securityholders

  	
  17

  
	
   

  	
  Section 4.02

  	
  Reports by
  the Issuer

  	
  17

  
	
   

  	
  Section 4.03

  	
  Reports by
  the Trustee

  	
  17

  
	
   

  	
  Section 4.04

  	
  Preservation
  of Information; Communication with Securityholders

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  REMEDIES OF
  THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  18

  
	
   

  	
  Section 5.01

  	
  Event of
  Default Defined; Acceleration of Maturity; Waiver of Default

  	
  18

  
	
   

  	
  Section 5.02

  	
  Collection
  of Debt by Trustee; Trustee May Prove Debt

  	
  20

  
	
   

  	
  Section 5.03

  	
  Application
  of Proceeds

  	
  22

  
	
   

  	
  Section 5.04

  	
  Suits for
  Enforcement

  	
  23

  
	
   

  	
  Section 5.05

  	
  Restoration
  of Rights on Abandonment of Proceedings

  	
  23

  
	
   

  	
  Section 5.06

  	
  Limitations
  on Suits by Securityholders

  	
  23

  
	
   

  	
  Section 5.07

  	
  Unconditional
  Right of Securityholders to Institute Certain Suits

  	
  23

  
	
   

  	
  Section 5.08

  	
  Powers and
  Remedies Cumulative; Delay or Omission Not Waiver of Default

  	
  24

  
	
   

  	
  Section 5.09

  	
  Control by
  Holders of Securities

  	
  24

  
	
   

  	
  Section 5.10

  	
  Waiver of
  Past Defaults

  	
  24

  
					



 


i

















 


	
   

  	
  Section 5.11

  	
  Trustee to
  Give Notice of Default

  	
  25

  
	
   

  	
  Section 5.12

  	
  Right of
  Court to Require Filing of Undertaking to Pay Costs

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  CONCERNING
  THE TRUSTEE

  	
  25

  
	
   

  	
  Section 6.01

  	
  Duties and
  Responsibilities of the Trustee; During Default; Prior to Default

  	
  25

  
	
   

  	
  Section 6.02

  	
  Certain
  Rights of the Trustee

  	
  26

  
	
   

  	
  Section 6.03

  	
  Trustee Not
  Responsible for Recitals, Disposition of Securities or Application of
  Proceeds Thereof

  	
  27

  
	
   

  	
  Section 6.04

  	
  Trustee and
  Agents May Hold Securities; Collections, Etc.

  	
  27

  
	
   

  	
  Section 6.05

  	
  Moneys Held
  by Trustee

  	
  28

  
	
   

  	
  Section 6.06

  	
  Compensation
  and Indemnification of Trustee and Its Prior Claim

  	
  28

  
	
   

  	
  Section 6.07

  	
  Right of
  Trustee to Rely on Officer’s Certificate, Etc.

  	
  28

  
	
   

  	
  Section 6.08

  	
  Disqualification;
  Conflicting Interests

  	
  28

  
	
   

  	
  Section 6.09

  	
  Persons
  Eligible for Appointment as Trustee

  	
  29

  
	
   

  	
  Section 6.10

  	
  Resignation
  and Removal; Appointment of Successor Trustee

  	
  29

  
	
   

  	
  Section 6.11

  	
  Acceptance
  of Appointment by Successor Trustee

  	
  30

  
	
   

  	
  Section 6.12

  	
  Merger,
  Conversion, Consolidation or Succession to Business of Trustee

  	
  31

  
	
   

  	
  Section 6.13

  	
  Preferential
  Collection of Claims Against the Issuer

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  CONCERNING
  THE SECURITYHOLDERS

  	
  32

  
	
   

  	
  Section 7.01

  	
  Evidence of
  Action Taken by Securityholders

  	
  32

  
	
   

  	
  Section 7.02

  	
  Proof of
  Execution of Instruments and of Holding of Securities

  	
  32

  
	
   

  	
  Section 7.03

  	
  Holders to
  Be Treated as Owners

  	
  32

  
	
   

  	
  Section 7.04

  	
  Securities
  Owned by Issuer Deemed Not Outstanding

  	
  32

  
	
   

  	
  Section 7.05

  	
  Right of
  Revocation of Action Taken

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  SUPPLEMENTAL
  INDENTURES

  	
  33

  
	
   

  	
  Section 8.01

  	
  Supplemental
  Indentures Without Consent of Securityholders

  	
  33

  
	
   

  	
  Section 8.02

  	
  Supplemental
  Indentures With Consent of Securityholders

  	
  34

  
	
   

  	
  Section 8.03

  	
  Effect of
  Supplemental Indenture

  	
  36

  
	
   

  	
  Section 8.04

  	
  Documents to
  Be Given to Trustee

  	
  36

  
	
   

  	
  Section 8.05

  	
  Notation on
  Securities in Respect of Supplemental Indentures

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  CONSOLIDATION,
  MERGER, SALE OR CONVEYANCE

  	
  36

  
	
   

  	
  Section 9.01

  	
  Issuer
  May Consolidate, Etc., on Certain Terms

  	
  36

  
	
   

  	
  Section 9.02

  	
  Successor
  Issuer Substituted

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  SATISFACTION
  AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

  	
  38

  
	
   

  	
  Section 10.01

  	
  Satisfaction
  and Discharge of Indenture

  	
  38

  
	
   

  	
  Section 10.02

  	
  Application
  by Trustee of Funds Deposited for Payment of Securities

  	
  40

  
	
   

  	
  Section 10.03

  	
  Repayment of
  Moneys Held by Paying Agent

  	
  40

  
	
   

  	
  Section 10.04

  	
  Return of
  Moneys Held by Trustee and Paying Agent Unclaimed for Two Years

  	
  40

  
	
   

  	
  Section 10.05

  	
  Indemnity
  for U.S. Government Obligations

  	
  40

  
					



 

















 


	
  ARTICLE 11

  	
  MISCELLANEOUS
  PROVISIONS

  	
  40

  
	
   

  	
  Section 11.01

  	
  No Recourse

  	
  40

  
	
   

  	
  Section 11.02

  	
  Provisions
  of Indenture for the Sole Benefit of Parties and Holders of Securities

  	
  41

  
	
   

  	
  Section 11.03

  	
  Successors
  and Assigns of Issuer Bound by Indenture

  	
  41

  
	
   

  	
  Section 11.04

  	
  Notices and
  Demands on Issuer, Trustee and Holders of Securities

  	
  41

  
	
   

  	
  Section 11.05

  	
  Officer’s
  Certificates and Opinions of Counsel; Statements to Be Contained Therein

  	
  42

  
	
   

  	
  Section 11.06

  	
  Payments Due
  on Saturdays, Sundays and Holidays

  	
  43

  
	
   

  	
  Section 11.07

  	
  Conflict of
  Any Provision of Indenture With Trust Indenture Act of 1939

  	
  43

  
	
   

  	
  Section 11.08

  	
  New York Law
  to Govern

  	
  43

  
	
   

  	
  Section 11.09

  	
  Counterparts

  	
  43

  
	
   

  	
  Section 11.10

  	
  Effect of
  Headings

  	
  43

  
	
   

  	
  Section 11.11

  	
  Actions by
  Successor

  	
  43

  
	
   

  	
  Section 11.12

  	
  Severability

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  REDEMPTION
  OF SECURITIES AND SINKING FUNDS

  	
  44

  
	
   

  	
  Section 12.01

  	
  Applicability
  of Article

  	
  44

  
	
   

  	
  Section 12.02

  	
  Notice of
  Redemption; Partial Redemptions

  	
  44

  
	
   

  	
  Section 12.03

  	
  Payment of
  Securities Called for Redemption

  	
  45

  
	
   

  	
  Section 12.04

  	
  Exclusion of
  Certain Securities from Eligibility for Selection for Redemption

  	
  46

  
	
   

  	
  Section 12.05

  	
  Mandatory
  and Optional Sinking Funds

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  SUBORDINATION
  OF SECURITIES

  	
  48

  
	
   

  	
  Section 13.01

  	
  Agreement of
  Subordination

  	
  48

  
	
   

  	
  Section 13.02

  	
  Payments to
  Securityholders

  	
  48

  
	
   

  	
  Section 13.03

  	
  Subrogation
  of Securities

  	
  50

  
	
   

  	
  Section 13.04

  	
  Authorization
  by Securityholders

  	
  51

  
	
   

  	
  Section 13.05

  	
  Notice to
  Trustee

  	
  51

  
	
   

  	
  Section 13.06

  	
  Trustee’s
  Relation to Senior Indebtedness

  	
  52

  
	
   

  	
  Section 13.07

  	
  No
  Impairment of Subordination

  	
  52

  
	
   

  	
  Section 13.08

  	
  Rights of
  Trustee

  	
  52

  
					



 

















 


THIS INDENTURE, dated as of
                  
between WATTS WATER TECHNOLOGIES, INC., a Delaware corporation (the “Issuer”), and                  ,
a
              
(the “Trustee”),


 


W I T N E S S E T H:


 


WHEREAS, the Issuer may from
time to time duly authorize the issue of its unsecured subordinated debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;


 


WHEREAS, the Issuer has duly
authorized the execution and delivery of this Indenture to provide, among other
things, for the authentication, delivery and administration of the Securities;
and


 


WHEREAS, all things necessary
to make this Indenture a valid indenture and agreement according to its terms
have been done;


 


NOW,
THEREFORE:


 


In consideration of the
premises and the purchases of the Securities by the holders thereof, the Issuer
and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time of the Securities as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01           Certain Terms
Defined.  The following terms
(except as otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section.  All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture.  All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any
computation.  The words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.  The terms defined in this Article have
the meanings assigned to them in this Article and include the plural as
well as the singular.


 


“Board of
Directors” means either the Board of Directors of the Issuer or any
committee of such Board duly authorized to act on its behalf.


 

















 


“Board
Resolution” means a copy of one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted by
the Board of Directors and to be in full force and effect, and delivered to the
Trustee.


 


“Business
Day” means, with respect to any Security, a day that in the city (or
in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized or required by law or regulation to close.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the
execution and delivery of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act of 1939,
then the body performing such duties on such date.


 


“Common
Stock” means shares of Class A Common Stock, par value $0.10
per share, of the Issuer as the same exists at the date of execution and
delivery of this Indenture or as such stock may be reconstituted from time to
time.


 


“Corporate
Trust Office” means the office of the Trustee at which the corporate
trust business of the Trustee shall, at any particular time, be principally
administered, which office is, at the date as of which this Indenture is dated,
located at
                    .


 


“Debt”
of any Person means any debt for money borrowed which is created, assumed,
incurred or guaranteed in any manner by such Person or for which such Person is
otherwise responsible or liable, and shall expressly include any such guaranty
thereof by such Person.  For the purpose
of computing the amount of the Debt of any Person there shall be excluded all
Debt of such Person for the payment or redemption or satisfaction of which
money or securities (or evidences of such Debt, if permitted under the terms of
the instrument creating such Debt) in the necessary amount shall have been
deposited in trust with the proper depositary, whether upon or prior to the
maturity or the date fixed for redemption of such Debt; and, in any instance
where Debt is so excluded, for the purpose of computing the assets of such
Person there shall be excluded the money, securities or evidences of Debt
deposited by such Person in trust for the purpose of paying or satisfying such
Debt.


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of one or more Global Securities, the Person designated as Depositary by
the Issuer pursuant to Section 2.04 until a successor Depositary shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Global Securities of that series.


 


“Dollar”
means the currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.


 


“Event of
Default” means any event or condition specified as such in Section 5.01.


 


2






 


 










 


“Foreign
Currency” means a currency issued by the government of a country
other than the United States.


 


“Global
Security”, means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section 2.04,
and bearing the legend prescribed in Section 2.04.


 


“Holder”,
“holder of Securities”, “Securityholder” or other similar terms mean
the Person in whose name such Security is registered in the Security register
kept by the Issuer for that purpose in accordance with the terms hereof.


 


“Indenture”
means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular series of Securities
established as contemplated hereunder.


 


“interest”,
unless the context otherwise requires, refers to interest, and when used with
respect to non-interest bearing Securities, refers to interest payable after
maturity, if any.


 


“Issuer”
means Watts Water Technologies, Inc. and, subject to Article 9, its
successors and assigns.


 


“Issuer
Order” means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, the president or
any vice president of the Issuer.


 


“Officer’s
Certificate” means a certificate signed by the chairman of the Board
of Directors, the president, any vice president, the treasurer, the secretary
or any assistant secretary of the Issuer and delivered to the Trustee.  Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and shall include the statements provided
for in Section 11.05.


 


“Opinion of
Counsel” means an opinion in writing signed by the general corporate
counsel or such other legal counsel who may be an employee of or counsel to the
Issuer and who shall be satisfactory to the Trustee.  Each such opinion shall comply with Section 314
of the Trust Indenture Act of 1939 and shall include the statements provided
for in Section 11.05, if and to the extent required hereby.


 


“original
issue date” of any Security (or portion thereof) means the earlier
of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


 


“Original
Issue Discount Security” means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.


 


“Outstanding”,
when used with reference to Securities, shall, subject to the provisions of Section 7.04,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except


 


3

















 


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


 


(b)           Securities, or portions
thereof, for the payment or redemption of which moneys or U.S. Government Obligations
(as provided for in Section 10.01) in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in trust by the
Issuer for the Holders of such Securities (if the Issuer shall act as its own
paying agent); provided, that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and


 


(c)           Securities in
substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section 2.09
(except with respect to any such Security as to which proof satisfactory to the
Trustee is presented that such Security is held by a Person in whose hands such
Security is a legal, valid and binding obligation of the Issuer), Securities
converted into Common Stock pursuant
hereto and Securities not deemed outstanding pursuant to Section 12.02.


 


In determining whether the Holders of the
requisite principal amount of Outstanding Securities of any or all series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.01.


 


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


 


“principal”
whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any”.


 


“Responsible
Officer”, when used with respect to the Trustee, means the chairman
of the board of directors, any vice chairman of the board of directors, the
chairman of the trust committee, the chairman of the executive committee, any
vice chairman of the executive committee, the president, any vice president,
the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.


 


“Security”
or “Securities” has the meaning
stated in the first recital of this Indenture, or, as the case may be,
Securities that have been authenticated and delivered under this Indenture.


 


“Security Registrar”
shall have the meaning set forth in Section 4.01(b).


 


4

















 


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


 


(a)           all of the indebtedness
of that Person for money borrowed;


 


(b)           all of the indebtedness
of that Person evidenced by notes, debentures, bonds or other securities sold
by that Person for money;


 


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


 


(d)           all indebtedness of
others of the kinds described in either of the preceding clauses (a) or (b) above
and all lease obligations of others of the kind described in the preceding
clause (c) above that the Person, in any manner, assumes or guarantees or
that the Person in effect guarantees through an agreement to purchase, whether
that agreement is contingent or otherwise; and


 


(e)           all renewals,
extensions or refundings of indebtedness of the kinds described in any of the
preceding clauses (a), (b) and (d) and all renewals or extensions of
leases of the kinds described in either of the preceding clauses (c) or (d) above;


 


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


 


“Subsidiary”
means a corporation of which stock having a majority of the voting power under
ordinary circumstances is owned, directly or indirectly, by the Issuer or by
one or more subsidiaries of the Issuer, or by the Issuer and one or more
subsidiaries of the Issuer.


 


“Trust
Indenture Act of 1939” (except as otherwise provided in Sections
8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed.


 


“Trustee”
means the Person identified as “Trustee”
in the first paragraph hereof and, subject to the provisions of Article 6,
shall also include any successor trustee. 
“Trustee” shall also mean
or include each Person who is then a trustee hereunder and if at any time there
is more than one such Person, “Trustee”
as used with respect to the Securities of any series shall mean the trustee
with respect to the Securities of such series.


 


“U.S.
Government Obligations” shall have the meaning set forth in Section 10.01(a).


 


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


 


5

















 


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


 


ARTICLE 2

SECURITIES


 


Section 2.01           Forms Generally. 
The Securities of each series shall be substantially in such
form (not inconsistent with this Indenture) as shall be established by or
pursuant to one or more Board Resolutions (as set forth in a Board Resolution
or, to the extent established pursuant to (rather than set forth in) a Board
Resolution, an Officer’s Certificate detailing such establishment) or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends or endorsements, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities as evidenced by their execution of such
Securities.


 


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


 


Section 2.02           Form of Trustee’s Certificate of
Authentication.  The Trustee’s
certificate of authentication on all Securities shall be in substantially the
following form:


 


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


 


 


	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


 


Section 2.03           Amount Unlimited; Issuable in Series. 
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more
series.  The terms of a series of
Securities shall be established prior to the initial issuance thereof in or pursuant
to one or more Board Resolutions of the Board of Directors and set forth in a
Board Resolution, or, to the extent established pursuant to (rather than set
forth in) a Board Resolution, in an Officer’s Certificate detailing such
establishment and/or established in one or more indentures supplemental
hereto.  The terms of such series
reflected in such Board Resolution, Officer’s Certificate, or supplemental
indenture may include the following or any additional or different terms:


 


6

















 


(a)           the designation of the
Securities of the series (which may be part of a series of Securities
previously issued);


 


(b)           the terms and
conditions, if applicable, upon which conversion or exchange of the Securities
into Common Stock will be effected, including the initial conversion or
exchange price or rate and any adjustments thereto, the conversion or exchange
period and other provisions in addition to or in lieu of those described
herein;


 


(c)           any limit upon the
aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08,
2.09, 2.11, 8.05 or 12.03);


 


(d)           if other than Dollars,
the Foreign Currency in which the Securities of that series are denominated;


 


(e)           any date on which the
principal of the Securities of the series is payable;


 


(f)            the rate or rates at
which the Securities of the series shall bear interest, if any, the record date
or dates for the determination of holders to whom interest is payable, the date
or dates from which such interest shall accrue and on which such interest shall
be payable and/or the method by which such rate or rates or date or dates shall
be determined;


 


(g)           the place or places
where the principal of and any interest on Securities of the series shall be
payable (if other than as provided in Section 3.02);


 


(h)           the price or prices at
which, the period or periods within which and the terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the
option of the Issuer, pursuant to any sinking fund or otherwise;


 


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


 


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


 


(k)           if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
maturity thereof;


 


(l)            if other than the
currency in which the Securities of that series are denominated, the currency
in which payment of the principal of or interest on the Securities of such
series shall be payable;


 


7





















 


(m)          if the principal of or
interest on the Securities of the series is to be payable, at the election of
the Issuer or a Holder thereof, in a currency other than that in which the
Securities are denominated, the period or periods within which, and the terms
and conditions upon which, such election may be made;


 


(n)           if the amount of
payments of principal of and interest on the Securities of the series may be
determined with reference to an index based on a currency other than that in
which the Securities of the series are denominated, the manner in which such
amounts shall be determined;


 


(o)           whether and upon what
terms the Securities may be defeased;


 


(p)           whether and under what
circumstances the Issuer will pay additional amounts on the Securities of any
series in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;


 


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


 


(r)            any trustees,
authenticating or paying agents, transfer agents or registrars or any other
agents with respect to the Securities of such series;


 


(s)           any other events of
default or covenants with respect to the Securities of such series in addition
to or in lieu of those contained in this Indenture;


 


(t)            if the Securities of
the series may be issued in exchange for surrendered Securities of another
series, or for other securities of the Issuer, pursuant to the terms of such
Securities or securities or of any agreement entered into by the Issuer, the
ratio of the principal amount of the Securities of the series to be issued to
the principal amount of the Securities or securities to be surrendered in
exchange, and any other material terms of the exchange;


 


(u)           the extent to which
payments on the Securities will be subordinated to the payment of Senior
Indebtedness of the Issuer; and


 


(v)           any other terms of the
series.


 


The Issuer may from time to time, without
notice to or the consent of the holders of any series of Securities, create and
issue further Securities of any such series ranking equally with the Securities
of such series in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such further Securities or except
for the first payment of interest following the issue date of such further
Securities).  Such further Securities may
be consolidated and form a single series with the Securities of such series and
have the same terms as to status, redemption or otherwise as the Securities of
such series.


 


8

















 


Section 2.04           Authentication and Delivery of Securities.  The Issuer may deliver Securities
of any series executed by the Issuer to the Trustee for authentication together
with the applicable documents referred to below in this Section, and the
Trustee shall thereupon authenticate and deliver such Securities to or upon the
order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order.  The maturity date, original issue date,
interest rate and any other terms of the Securities of such series shall be
determined by or pursuant to such Issuer Order and procedures.  If provided for in such procedures, such
Issuer Order may authorize authentication and delivery pursuant to oral
instructions from the Issuer or its duly authorized agent, which instructions
shall be promptly confirmed in writing. 
In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon:


 


(a)           an Issuer Order
requesting such authentication and setting forth delivery instructions if the
Securities are not to be delivered to the Issuer;


 


(b)           any Board Resolution,
Officer’s Certificate and/or executed supplemental indenture referred to in
Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the
Securities were established;


 


(c)           an Officer’s
Certificate setting forth the form or forms and terms of the Securities stating
that the form or forms and terms of the Securities have been established
pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering
such other matters as the Trustee may reasonably request; and


 


(d)           an Opinion of Counsel
to the effect that:


 


(i)            the
form or forms and terms of such Securities have been established pursuant to
Sections 2.01 and 2.03 and comply with this Indenture,


 


(ii)           the
authentication and delivery of such Securities by the Trustee are authorized
under the provisions of this Indenture,


 


(iii)          such
Securities when authenticated and delivered by the Trustee and issued by the
Issuer in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the Issuer, and


 


(iv)          all
laws and requirements in respect of the execution and delivery by the Issuer of
the Securities have been complied with,


 


and covering
such other matters as the Trustee may reasonably request.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
by the Issuer or if the Trustee in good faith by its board of directors or
board of trustees, executive committee, or a trust committee of directors or
trustees or Responsible


 


9

















 


Officers shall determine that
such action would expose the Trustee to personal liability to existing Holders
or would affect the Trustee’s own rights, duties or immunities under the
Securities, this Indenture or otherwise.


 


The Issuer shall execute and the Trustee
shall, in accordance with this Section with respect to the Securities of a
series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued and not yet
cancelled, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following
effect: “Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”


 


Each Depositary designated pursuant to this Section must,
at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934 and
any other applicable statute or regulation.


 


Section 2.05           Execution of Securities.  The Securities shall be signed on behalf of
the Issuer by the chairman of its Board of Directors, any vice chairman of its
Board of Directors, its chief executive officer, its principal financial
officer, its president, any vice president or its treasurer.  Such signatures may be the manual or
facsimile signatures of the present or any future such officers.  Typographical and other minor errors or
defects in any such reproduction of any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.


 


In case any officer of the Issuer who shall
have signed any of the Securities shall cease to be such officer before the
Security so signed shall be authenticated and delivered by the Trustee or
disposed of by the Issuer, such Security nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security had not
ceased to be such officer of the Issuer; and any Security may be signed on
behalf of the Issuer by such persons as, at the actual date of the execution of
such Security, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such an
officer.


 


Section 2.06           Certificate of Authentication.  Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited,
executed by the Trustee by the manual signature of one of its authorized
officers, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose.  The
execution of such certificate by the Trustee upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to
the benefits of this Indenture.


 


10





















 


Section 2.07           Denomination and Date of Securities; Payments of
Interest.  The Securities of
each series shall be issuable in denominations established as contemplated by Section 2.03
or, if not so established, in denominations of $1,000 and any integral multiple
thereof.  The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer executing the same may
determine with the approval of the Trustee, as evidenced by the execution and
authentication thereof.  Unless otherwise
indicated in a Board Resolution, Officer’s Certificate or supplemental
indenture for a particular series, interest will be calculated on the basis of
a 360-day year of twelve 30-day months.


 


Each Security shall be dated the date of its
authentication.  The Securities of each
series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.03.


 


The Person in whose name any Security of any
series is registered at the close of business on any record date applicable to
a particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer, exchange or conversion of such
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding
Securities for such series are registered at the close of business on a
subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Securities not less
than 15 days preceding such subsequent record date.  The term “record date” as used with respect
to any interest payment date (except a date for payment of defaulted interest)
for the Securities of any series shall mean the date specified as such in the
terms of the Securities of such series established as contemplated by Section 2.03,
or, if no such date is so established, if such interest payment date is the
first day of a calendar month, the 15th day of the next preceding calendar
month or, if such interest payment date is the 15th day of a calendar month,
the first day of such calendar month, whether or not such record date is a
Business Day.


 


Section 2.08           Registration, Transfer and Exchange.  The Issuer will keep at each office or agency
to be maintained for the purpose as provided in Section 3.02 for each
series of Securities a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will provide for the
registration of Securities of such series and the registration of transfer of
Securities of such series.  Such register
shall be in written form in the English language or in any other form capable
of being converted into such form within a reasonable time.  At all reasonable times such register or
registers shall be open for inspection by the Trustee.


 


Upon due presentation for registration of
transfer of any Security of any series at any such office or agency to be
maintained for the purpose as provided in Section 3.02, the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the transferee
or transferees a new Security or Securities of the same series, maturity date,
interest rate and original issue date in authorized denominations for a like
aggregate principal amount.


 


11

















 


At the option of the Holder thereof,
Securities of any series (except a Global Security) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be exchanged
at the agency of the Issuer that shall be maintained for such purpose in
accordance with Section 3.02 and upon payment, if the Issuer shall so
require, of the charges hereinafter provided. 
Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.  All Securities surrendered upon any exchange
or transfer provided for in this Indenture shall be promptly cancelled and
disposed of by the Trustee and the Trustee will deliver a certificate of
disposition thereof to the Issuer.


 


All Securities presented for registration of
transfer, exchange, redemption or payment shall (if so required by the Issuer
or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the Holder or his or her attorney duly authorized in writing.


 


The Issuer may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any exchange or registration of transfer of
Securities.  No service charge shall be
made for any such transaction.


 


The Issuer shall not be required to exchange
or register a transfer of (a) any Securities of any series for a period of
15 days next preceding the first mailing of notice of redemption of Securities
of such series to be redeemed or (b) any Securities selected, called or
being called for redemption, in whole or in part, except, in the case of any
Security to be redeemed in part, the portion thereof not so to be redeemed.


 


Notwithstanding any other provision of this Section 2.08,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.


 


If at any time the Depositary for the
Securities of a series notifies the Issuer that it is unwilling or unable to
continue as Depositary for the Securities of such series or if at any time the
Depositary for the Securities of a series shall no longer be eligible under Section 2.04,
the Issuer shall appoint a successor Depositary with respect to the Securities
of such series.  If a successor
Depositary for the Securities of such series is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer’s election pursuant to Section 2.03 that the
Securities of such series be represented by a Global Security shall no longer
be effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Securities of such series, in exchange for such
Global Security or Securities.


 


12














 


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


 


The Depositary for such Global Security may
surrender such Global Security in exchange in whole or in part for Securities
of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. 
Thereupon, the Issuer shall execute, and the Trustee shall authenticate
and deliver, without service charge,


 


(i)            to the Person
specified by such Depositary a new Security or Securities of the same series,
of any authorized denominations as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security; and


 


(ii)           to such Depositary
a new Global Security in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities authenticated and delivered pursuant
to clause (i) above.


 


Upon the exchange of a Global Security for
Securities in definitive registered form, in authorized denominations, such
Global Security shall be cancelled by the Trustee.  Securities in definitive registered form
issued in exchange for a Global Security pursuant to this Section 2.08
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities to
or as directed by the Persons in whose names such Securities are so registered.


 


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


 


Section 2.09           Mutilated, Defaced,
Destroyed, Lost and Stolen Securities.  In
case any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver a new Security of the same series, maturity date,
interest rate and original issue date, bearing a number or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen.  In every
case the applicant for a substitute Security shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or indemnity
as may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the


 


13





















 


ownership thereof and in the case of
mutilation or defacement shall surrender the Security to the Trustee.


 


Upon the issuance of any substitute Security,
the Issuer may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.  In case any Security which
has matured or is about to mature or has been called for redemption in full, or
is being surrendered for conversion in full, shall become mutilated or defaced
or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security (with the Holder’s consent, in the case of convertible
Securities), pay or authorize the payment of the same or convert, or authorize
conversion of the same (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment shall furnish
to the Issuer and to the Trustee and any agent of the Issuer or the Trustee
such security or indemnity as any of them may require to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.


 


Every substitute Security of any series issued
pursuant to the provisions of this Section by virtue of the fact that any
such Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone and shall be
entitled to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any and
all other Securities of such series duly authenticated and delivered
hereunder.  All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment
or conversion of mutilated, defaced or destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


 


Section 2.10           Cancellation of
Securities; Destruction Thereof.  All
Securities surrendered for exchange for Securities of the same series or for
payment, redemption, registration of transfer, conversion or for credit against
any payment in respect of a sinking or analogous fund, if surrendered to the
Issuer or any agent of the Issuer or the Trustee, shall be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee shall dispose of cancelled
Securities held by it and deliver a certificate of disposition to the
Issuer.  If the Issuer shall acquire any
of the Securities, such acquisition shall not operate as a redemption or satisfaction
of the Debt represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.


 


Section 2.11           Temporary
Securities.  Pending the
preparation of definitive Securities for any series, the Issuer may execute and
the Trustee shall authenticate and deliver temporary Securities for such series
(printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee). 
Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of
such


 


14





















 


series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by
the execution and authentication thereof. 
Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. 
Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities.  Without unreasonable delay the Issuer shall
execute and shall furnish definitive Securities of such series and thereupon
temporary Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.02 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations.  Until so
exchanged, the temporary Securities of any series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series, unless the benefits of
the temporary Securities are limited pursuant to Section 2.03.


 


ARTICLE 3

COVENANTS OF THE ISSUER


 


Section 3.01           Payment of Principal
and Interest.  The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on,
each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at
the respective times and in the manner provided in such Securities and in this
Indenture.  The interest on Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders
thereof and at the option of the Issuer may be paid by mailing checks for such
interest payable to or upon the written order of such Holders at their last
addresses as they appear on the Security register of the Issuer.


 


Section 3.02           Offices for Payments,
Etc.  The Issuer will maintain
(i) in                ,
an agency where the Securities of each series may be presented for payment, an
agency where the Securities of each series may be presented for exchange and
conversion, if applicable, as provided in this Indenture and an agency where
the Securities of each series may be presented for registration of transfer as
in this Indenture provided and (ii) such further agencies in such places
as may be determined for the Securities of such series pursuant to Section 2.03.


 


The Issuer will maintain in
                    ,
an agency where notices and demands to or upon the Issuer in respect of the
Securities of any series or this Indenture may be served.


 


The Issuer will give to the Trustee written
notice of the location of each such agency and of any change of location
thereof.  In case the Issuer shall fail
to maintain any agency required by this Section to be located in
                    ,
or shall fail to give such notice of the location or of any change in the
location of any of the above agencies, presentations and demands may be made
and notices may be served at the Corporate Trust Office of the Trustee.


 


The Issuer may from time to time designate one
or more additional agencies where the Securities of a series may be presented
for payment, where the Securities of that series may be


 


15

















 


presented for exchange or
conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03
and where the Securities of that series may be presented for registration of
transfer as in this Indenture provided, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer
of its obligation to maintain the agencies provided for in this Section.  The Issuer will give to the Trustee prompt
written notice of any such designation or rescission thereof.


 


Section 3.03           Appointment to Fill a
Vacancy in Office of Trustee.  The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that
there shall at all times be a Trustee with respect to each series of Securities
hereunder.


 


Section 3.04           Paying Agents.  Whenever the Issuer shall appoint
a paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,


 


(a)           that it will hold all sums received by it as such agent
for the payment of the principal of or interest on the Securities of such
series (whether such sums have been paid to it by the Issuer or by any other
obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series or of the Trustee,


 


(b)           that it will give the Trustee notice of any failure by the
Issuer (or by any other obligor on the Securities of such series) to make any
payment of the principal of or interest on the Securities of such series when
the same shall be due and payable, and


 


(c)           that at any time during the continuance of any such
failure, upon the written request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust by such paying agent.


 


The Issuer will, on or prior to each due date
of the principal of or interest on the Securities of such series, deposit with
the paying agent a sum sufficient to pay such principal or interest so becoming
due, and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.


 


If the Issuer shall act as its own paying
agent with respect to the Securities of any series, it will, on or before each
due date of the principal of or interest on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series a sum sufficient to pay such principal or interest so
becoming due.  The Issuer will promptly
notify the Trustee of any failure to take such action.


 


Anything in this Section to the contrary
notwithstanding, but subject to Section 10.01, the Issuer may at any time,
for the purpose of obtaining a satisfaction and discharge with respect to one
or more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such series by
the Issuer or any paying agent hereunder, as required by this Section, such
sums to be held by the Trustee upon the trusts herein contained.


 


16

















 


Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Sections 10.03 and 10.04.


 


Section 3.05           Written Statement to
Trustee.  So long as any
Securities are Outstanding hereunder, the Issuer will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Issuer ending after
the date hereof, a written statement covering the previous fiscal year, signed
by two of its officers (which need not comply with Section 11.05), stating
that in the course of the performance of their duties as officers of the Issuer
they would normally have knowledge of any default by the Issuer in the
performance or fulfillment of any covenant, agreement or condition contained in
this Indenture, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge
and the nature thereof.


 


ARTICLE 4

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


 


Section 4.01           Issuer to Furnish
Trustee Information as to Names and  Addresses
of Securityholders.  The
Issuer covenants and agrees that it will furnish or cause to be furnished to
the Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Securities of each series pursuant to
Section 312 of the Trust Indenture Act of 1939:


 


(a)           semiannually and not more than 15 days after each record
date for the payment of interest on such Securities, as hereinabove specified,
as of such record date and on dates to be determined pursuant to Section 2.03
for non-interest bearing Securities in each year, and


 


(b)           at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished, provided, that, if and so long as the
Trustee shall be the Security registrar (the “Security
Registrar”) for such series, such list shall not be required to be
furnished.


 


Section 4.02           Reports by the
Issuer.  The Issuer covenants
to comply with Section 314(a) of the Trust Indenture Act insofar as
it relates to information, documentations, and other reports which the Issuer
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934.


 


Section 4.03           Reports by the
Trustee.  Any Trustee’s report
required under Section 313(a) of the Trust Indenture Act of 1939
shall be transmitted on or before             
in each year following the date hereof, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee but no more than 60 nor less than 45 days prior thereto.  The Trustee shall comply with Sections
313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


Section 4.04           Preservation of
Information; Communication with Securityholders.  (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to


 


17





















 


it as provided in Section 4.01 and as to
the names and addresses of holders of Securities received by the Trustee in its
capacity as Security Registrar (if acting in such capacity).


 


(b)           The Trustee may destroy any list
furnished to it as provided in Section 4.01 upon receipt of a new list so
furnished.


 


(c)           Securityholders may communicate as
provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the
Securities.  The Issuer, the Trustee, the
Security Registrar and any other Person shall have the protection of Section 312(c) of
the Trust Indenture Act.


 


ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


Section 5.01           Event of Default
Defined; Acceleration of Maturity; Waiver  of Default.  “Event of Default”, with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(a)           default in the payment of any installment of interest upon
any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 60 days (or such other
period as may be established for the Securities of such series as contemplated
by Section 2.03); or


 


(b)           default in the payment of all or any part of the principal
on any of the Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or otherwise,
and the continuance of such default for five days (or such other period as may
be established for the Securities of such series as contemplated by Section 2.03);
or


 


(c)           default in the performance, or breach, of any covenant or
warranty of the Issuer in respect of the Securities of such series (other than
a covenant or warranty in respect of the Securities of such series a default in
the performance or breach of which is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Issuer by
the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(d)           a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Issuer or for all or
substantially all of its property and assets or ordering the winding up or
liquidation of its affairs, and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or


 


18





















 


(e)           the Issuer shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Issuer or for any substantial part of its property and assets,
or make any general assignment for the benefit of creditors; or


 


(f)            any other Event of Default provided for in such series of
Securities.


 


If an Event of Default
described in clauses (a), (b), (c) or (f) occurs and is continuing,
then, and in each and every such case, unless the principal of all of the
Securities of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding hereunder (each such series
voting as a separate class) by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) of all Securities of such series and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable. 
If an Event of Default described in clauses (d) or (e) occurs
and is continuing, then and in each and every such case, the entire principal
(or, if any Securities are Original Issue Discount Securities, such portion of
the principal as may be specified in the terms thereof) of all the Securities
then Outstanding and interest accrued thereon, if any, shall become immediately
due and payable.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the principal (or, if the
Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Securities of any
series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of such series (or of
all the Securities, as the case may be) and the principal of any and all
Securities of such series (or of all the Securities, as the case may be) which
shall have become due otherwise than by acceleration (with interest upon such
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series, (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith,
and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein—then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of such series, each series voting as a
separate class, (or of all the Securities, as the case may be, voting as a
single class) then Outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to such series (or with respect to
all the Securities, as the case may be) and rescind


 


19

















 


and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.


 


For all purposes under this Indenture, if a
portion of the principal of any Original Issue Discount Securities shall have
been accelerated and declared due and payable pursuant to the provisions
hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount
Securities shall be deemed, for all purposes hereunder, to be such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if
any, thereon and all other amounts owing thereunder, shall constitute payment
in full of such Original Issue Discount Securities.


 


Section 5.02           Collection of Debt by
Trustee; Trustee May Prove Debt.  The
Issuer covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, and such default shall
have continued for a period of five days, whether upon maturity of the
Securities of such series or upon any redemption or by declaration or otherwise—then,
upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit
of the Holders of the Securities of such series the whole amount that then shall
have become due and payable on all Securities of such series for principal or
interest, as the case may be (with interest to the date of such payment upon
the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee
and each predecessor trustee, their respective agents, attorneys and counsel,
and any expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor trustee except as a result of its negligence or
bad faith.


 


In case the Issuer shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
other obligor upon such Securities and collect in the manner provided by law
out of the property of the Issuer or other obligor upon such Securities,
wherever situated, the moneys adjudged or decreed to be payable.


 


In case there shall be pending proceedings
relative to the Issuer or any other obligor upon the Securities under Title 11
of the United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property
or such other obligor or its property, or in case of any other comparable
judicial proceedings relative to the Issuer or other


 


20

















 


obligor upon the Securities
of any series, or to the creditors or property of the Issuer or such other
obligor, the Trustee, irrespective of whether the principal of any Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


 


(i)            to file and prove a
claim or claims for the whole amount of principal and interest (or, if the
Securities of any series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) owing
and unpaid in respect of the Securities of any series, and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor trustee, except as a
result of negligence or bad faith) and of the Securityholders allowed in any
judicial proceedings relative to the Issuer or other obligor upon the
Securities of any series, or to the creditors or property of the Issuer or such
other obligor,


 


(ii)           unless prohibited
by applicable law and regulations, to vote on behalf of the Holders of the
Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and


 


(iii)          to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of the
Securityholders and of the Trustee on their behalf; and any trustee, receiver
or liquidator, custodian or other similar official is hereby authorized by each
of the Securityholders to make payments to the Trustee, and, in the event that
the Trustee shall consent to the making of payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor trustee except as a result of negligence or bad faith and all other
amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06.


 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of any series or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar person.


 


21

















 


All rights of action and of asserting claims
under this Indenture, or under any of the Securities of any series, may be
enforced by the Trustee without the possession of any of the Securities of such
series or the production thereof on any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities in respect of which such action was taken.


 


In any proceedings brought by the Trustee (and
also any proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party), the Trustee shall be held to
represent all the Holders of the Securities in respect to which such action was
taken, and it shall not be necessary to make any Holders of such Securities
parties to any such proceedings.


 


Section 5.03           Application of
Proceeds.  Any moneys
collected by the Trustee pursuant to this Article in respect of any series
shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
or interest, upon presentation of the several Securities in respect of which
monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or
upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due to the
Trustee or any predecessor trustee pursuant to Section 6.06;


 


SECOND:  In case the principal of the Securities of
such series in respect of which moneys have been collected shall not have
become and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in such Securities, such payments
to be made ratably to the Persons entitled thereto, without discrimination or
preference;


 


THIRD:  In case the principal of the Securities of
such series in respect of which moneys have been collected shall have become
and shall be then due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for principal and
interest, with interest upon the overdue principal, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series; and in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Securities of such series, then to the
payment of such principal and interest or Yield to Maturity, without preference
or priority of principal over interest or Yield to Maturity, or of interest or
Yield to Maturity over principal, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and accrued
and unpaid interest or Yield to Maturity; and


 


22














 


FOURTH:  To the payment of the remainder, if any, to
the Issuer or any other Person lawfully entitled thereto.


 


Section 5.04           Suits for Enforcement.  In case an Event of Default has occurred, has
not been waived and is continuing, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


 


Section 5.05           Restoration of Rights
on Abandonment of Proceedings. 
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.


 


Section 5.06           Limitations on Suits by
Securityholders.  No Holder of
any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and
no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 5.09; it being understood and intended,
and being expressly covenanted by the Holder of every Security with every other
Holder and the Trustee, that no one or more Holders of Securities of any series
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over
or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 


Section 5.07           Unconditional Right of
Securityholders to Institute Certain  Suits. 
Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the 


 


23

















 


enforcement of any such payment on or after such respective dates, or
for the enforcement of such conversion right, shall not be impaired or affected
without the consent of such Holder.


 


Section 5.08           Powers and Remedies
Cumulative; Delay or Omission Not  Waiver
of Default.  Except as
provided in Section 5.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


No delay or omission of the Trustee or of any
Holder of Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.06, every power and remedy
given by this Indenture or by law to the Trustee or to the Holders of
Securities may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities.


 


Section 5.09           Control by Holders of
Securities.  The Holders of a
majority in aggregate principal amount of the Securities of each series
affected (with each series voting as a separate class) at the time Outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series by
this Indenture; provided, that
such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture and provided, further, that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 6.01) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the
Trustee and which is not inconsistent with such direction or directions by
Securityholders.


 


Section 5.10           Waiver of Past Defaults.  Prior to the declaration of the acceleration
of the maturity of the Securities of any series as provided in Section 5.01,
the Holders of a majority in aggregate principal amount of the Securities of
such series at the time Outstanding may on behalf of the Holders of all the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.03
with respect to such series and its consequences, except an uncured default in
the payment of the principal of (or 


 


24

















 


premium, if any), or interest on, any of the Securities of that series
as and when the same shall become due by the terms of such Securities.  In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


Upon any such waiver, such default shall cease
to exist and be deemed to have been cured and not to have occurred, and any
Event of Default arising therefrom shall be deemed to have been cured, and not
to have occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


 


Section 5.11           Trustee to Give Notice
of Default.  The Trustee
shall, within 90 days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that
series known to the Trustee to all Holders of Securities of such series in the
manner and to the extent provided in Section 4.03, unless in each case
such defaults shall have been cured before the mailing or publication of such
notice (the term “defaults” for
the purpose of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided, that,
except in the case of default in the payment of the principal of or interest on
any of the Securities of such series, or in the payment of any sinking fund
installment on such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or trustees and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Securityholders of such series.


 


Section 5.12           Right of Court to
Require Filing of Undertaking to Pay  Costs.  All parties to
this Indenture agree, and each Holder of any Security by his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series,
on or after the respective due dates expressed in such Security or established
pursuant to this Indenture.


 


ARTICLE 6

CONCERNING THE TRUSTEE


 


Section 6.01           Duties and
Responsibilities of the Trustee; During Default;  Prior to Default.  With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series 


 


25

















 


and after the curing or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture.  In case an Event of Default with respect to
the Securities of a series has occurred (which has not been cured or waived),
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.


 


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


 


Section 6.02           Certain Rights of the
Trustee.  In furtherance of
and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:


 


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


 


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


 


(c)            the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders pursuant to Section 5.09
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture;


 


(d)            none of the provisions contained in
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers if there shall be
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such liability is not reasonably assured to it;


 


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


 


(f)             any request, direction, order or
demand of the Issuer mentioned herein shall be sufficiently evidenced by an
Officer’s Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be 


 


26

















 


evidenced to the Trustee by a copy thereof certified by the secretary
or an assistant secretary of the Issuer;


 


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


 


(h)            the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;


 


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


 


(j)             prior to the occurrence of an Event
of Default hereunder and after the curing or waiving of all Events of Default,
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, security, or other paper or document unless requested in writing so to do
by the Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided, that, if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding; the reasonable expenses
of every such investigation shall be paid by the Issuer or, if paid by the
Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;
and


 


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


 


Section 6.03           Trustee Not Responsible
for Recitals, Disposition of  Securities
or Application of Proceeds Thereof.  The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Issuer of any of the Securities or of the proceeds
thereof.


 


Section 6.04           Trustee and Agents May Hold
Securities; Collections, Etc.  The
Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the 


 


27

















 


owner or pledgee of Securities with the same rights it would have if it
were not the Trustee or such agent and may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.


 


Section 6.05           Moneys Held by
Trustee.  Subject to the
provisions of Section 10.04 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law.  Neither the
Trustee nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.


 


Section 6.06           Compensation and
Indemnification of Trustee and Its Prior  Claim.  The Issuer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust) as the Issuer and the Trustee may from time to time agree in
writing and, except as otherwise expressly provided herein, the Issuer
covenants and agrees to pay or reimburse the Trustee and each predecessor
trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance
as may arise from its negligence or bad faith. 
The Issuer also covenants to indemnify the Trustee and each predecessor
trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the premises.  The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and each predecessor trustee and to pay or
reimburse the Trustee and each predecessor trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture.  Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities, and the Securities are hereby
subordinated to such senior claim.


 


Section 6.07           Right of Trustee to
Rely on Officer’s Certificate, Etc.  Subject
to Sections 6.01 and 6.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer’s Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.


 


Section 6.08           Disqualification;
Conflicting Interests.  If the
Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the 


 


28

















 


Trustee and the Issuer shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.


 


Section 6.09           Persons Eligible for
Appointment as Trustee.  The
Trustee for each series of Securities hereunder shall at all times be a
corporation having a combined capital and surplus of at least $50,000,000 and
shall be eligible in accordance with the provisions of Section 310(a) of
the Trust Indenture Act of 1939.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of a Federal, State or District of Columbia supervising
or examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.


 


Section 6.10           Resignation and
Removal; Appointment of Successor  Trustee.  (a)  The Trustee, or any
trustee or trustees hereafter appointed, may at any time resign with respect to
one or more or all series of Securities by giving written notice of resignation
to the Issuer and by mailing notice of such resignation to the Holders of then
Outstanding Securities of each series affected at their addresses as they shall
appear on the Security register.  Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee or trustees.  If
no successor trustee shall have been so appointed with respect to any series
and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 5.12,
on behalf of himself or herself and all others similarly situated, petition any
such court for the appointment of a successor trustee.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)            In case at any time any of the
following shall occur:


 


(i)          the Trustee shall
fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona
fide Holder of a Security or Securities of such series for at least six months;
or


 


(ii)         the Trustee shall
cease to be eligible in accordance with the provisions of Section 310(a) of
the Trust Indenture Act of 1939 and shall fail to resign after written request therefor
by the Issuer or by any Securityholder; or


 


(iii)        the Trustee shall
become incapable of acting with respect to any series of Securities, or shall
be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;


 


29

















 


then, in any such case, (A) the Issuer
may remove the Trustee with respect to the applicable series of Securities and
appoint a successor trustee for such series by written instrument, in
duplicate, executed by order of the Board of Directors of the Issuer, one copy
of which instrument shall be delivered to the Trustee so removed and one copy
to the successor trustee, or, (B) subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may
on behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


 


(c)            The Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding may at any time remove the Trustee with respect to Securities of
such series and appoint a successor trustee with respect to the Securities of
such series, with the consent of the Issuer, by delivering to the Trustee so removed,
to the successor trustee so appointed and to the Issuer the evidence provided
for in Section 7.01 of the action in that regard taken by the
Securityholders.


 


(d)            Any resignation or removal of the
Trustee with respect to any series and any appointment of a successor trustee
with respect to such series pursuant to any of the provisions of this Section 6.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.11.


 


Section 6.11           Acceptance of
Appointment by Successor Trustee.  Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor
trustee with respect to all or any applicable series shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, duties and obligations with respect to
such series of its predecessor hereunder, with like effect as if originally
named as trustee for such series hereunder; but, nevertheless, on the written
request of the Issuer
or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. 
Upon request of any such successor trustee, the Issuer shall execute any
and all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.


 


If a successor trustee is appointed with
respect to the Securities of one or more (but not all) series, the Issuer, the
predecessor trustee and each successor trustee with respect to the Securities
of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the
predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and shall add to or change any of the provisions of this
Indenture as shall be 


 


30

















 


necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures.


 


No successor trustee with respect to any
series of Securities shall accept appointment as provided in this Section 6.11
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 310(b) of the Trust Indenture Act of
1939 and eligible under the provisions of Section 310(a) of the Trust
Indenture Act of 1939.


 


Upon acceptance of appointment by any
successor trustee as provided in this Section 6.11, the Issuer shall mail
notice thereof to the Holders of Securities of each series affected, by mailing
such notice to such Holders at their addresses as they shall appear on the
Security register.  If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10.  If the
Issuer fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.


 


Section 6.12           Merger, Conversion,
Consolidation or Succession to  Business
of Trustee.  Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder;
provided, that such corporation
shall be qualified under the provisions of Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a) of
the Trust Indenture Act of 1939, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.


 


In case, at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture,
any of the Securities of any series shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series
shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the
certificate of authentication of any predecessor trustee or to authenticate
Securities of any series in the name of any predecessor trustee shall apply
only to its successor or successors by merger, conversion or consolidation.


 


Section 6.13           Preferential Collection of Claims Against the Issuer.  The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act.  A Trustee who
has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein.


 


31














 


ARTICLE 7

CONCERNING THE SECURITYHOLDERS


 


Section 7.01           Evidence of Action
Taken by Securityholders.  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee.  Proof of
execution of any instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Sections 6.01 and
6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.


 


Section 7.02           Proof of Execution of
Instruments and of Holding of  Securities.  Subject to Sections 6.01 and 6.02,
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.  The holding of Securities shall
be proved by the Security register or by a certificate of the registrar
thereof.  The Issuer may set a record
date for purposes of determining the identity of Holders of any series entitled
to vote or consent to
any action referred to in Section 7.01, which record date may be set at
any time or from time to time by notice to the Trustee, for any date or dates
(in the case of any adjournment or reconsideration) not more than 60 days nor
less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only Holders of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent. 
Notice of such record date may be given before or after any request for
any action referred to in Section 7.01 is made by the Issuer.


 


Section 7.03           Holders to Be Treated
as Owners.  The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, and, subject to the provisions of this Indenture, interest
on, such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.  All such
payments so made to any such Person, or upon his or her order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable.


 


Section 7.04           Securities Owned by
Issuer Deemed Not Outstanding.  In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that, for the purpose of 


 


32

















 


determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which the Trustee knows are
so owned shall be so disregarded. 
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the
Securities.  In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice.


 


Section 7.05           Right of Revocation of
Action Taken.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security.  Except as
aforesaid, any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon any such Security.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.


 


ARTICLE 8

SUPPLEMENTAL INDENTURES


 


Section 8.01           Supplemental Indentures
Without Consent of  Securityholders.  The Issuer, when authorized by a
resolution of its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto in form
satisfactory to the Trustee for one or more of the following purposes:


 


(a)            to convey, transfer, assign,
mortgage or pledge to the Trustee as security for the Securities of one or more
series any property or assets;


 


(b)            to evidence the succession of
another corporation to the Issuer, or successive successions, and the
assumption by the successor corporation of the covenants, agreements and
obligations of the Issuer pursuant to Article 9;


 


(c)            to add to the covenants of the
Issuer such further covenants, restrictions, conditions or provisions as its
Board of Directors and the Trustee shall consider to be for the protection of
the Holders of Securities, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an Event of Default permitting the enforcement of all or any of
the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such
additional covenant, 


 


33

















 


restriction,
condition or provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies available
to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such
series to waive such an Event of Default;


 


(d)            to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to conform this Indenture or any
supplemental indenture to the description of the Securities set forth in any
prospectus or prospectus supplement related to such series of Securities;


 


(e)            to provide for or add guarantors for
the Securities of one or more  series;


 


(f)             to establish the form or terms of
Securities of any series as permitted by Sections 2.01 and 2.03;


 


(g)            to evidence and provide for the
acceptance of appointment hereunder by a successor trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Section 6.11;


 


(h)            to add to, delete from or revise the
conditions, limitations and restrictions on the authorized amount, terms,
purposes of issue, authentication and delivery of any series of Securities, as
herein set forth;


 


(i)             to make any change to the Securities
of any series so long as no Securities of such series are Outstanding; and


 


(j)             to make any other change that does
not adversely affect the interests of the Holders of the Securities in any
material respect.


 


The Trustee is hereby authorized to join with
the Issuer in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section may be executed without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any
of the provisions of Section 8.02.


 


Section 8.02           Supplemental Indentures
With Consent of Securityholders.  With
the consent (evidenced as provided in Article 7) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such 


 


34

















 


supplemental indenture (voting as one class), the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series; provided,
that no such supplemental indenture shall, without the consent of the Holder of
each Security so affected, (a) extend the final maturity of any Security,
or reduce the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any amount payable on redemption
thereof, or make the principal thereof (including any amount in respect of
original issue discount) or interest thereon payable in any currency other than
that provided in the Securities or in accordance with the terms thereof, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02,
or impair or affect the right of any Securityholder to institute suit for the
payment or conversion thereof or, if the Securities provide therefor, any right
of repayment at the option of the Securityholder, or modify any of the
provisions of this paragraph except to increase any required percentage or to
provide that certain other provisions cannot be modified or waived without the
consent of the Holder of each Security so affected; provided, that no consent of any Holder of any Security
shall be necessary under this Section 8.02 to permit the Trustee and the
Issuer to execute supplemental indentures pursuant to Section 8.01(e) of
this Indenture, or (b) reduce the aforesaid percentage of Securities of
any series, the consent of the Holders of which is required for any such
supplemental indenture.


 


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


 


Upon the request of the Issuer, accompanied by
a copy of a resolution of the Board of Directors certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required
by Section 7.01, the Trustee shall join with the Issuer in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.


 


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


 


Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give a notice thereof to the Holders of then
Outstanding Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security register, and in 


 


35

















 


each case such notice shall set forth in
general terms the substance of such supplemental indenture.  Any failure of the Issuer to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


Section 8.03           Effect of Supplemental
Indenture.  Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Issuer and the Holders of
Securities of each series affected thereby shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


Section 8.04           Documents to Be Given
to Trustee.  The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article 8 complies with
the applicable provisions of this Indenture.


 


Section 8.05           Notation on Securities
in Respect of Supplemental  Indentures.  Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form
approved by the Trustee for such series as to any matter provided for by such
supplemental indenture or as to any action taken by Securityholders.  If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.


 


ARTICLE 9


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 9.01           Issuer May Consolidate,
Etc., on Certain Terms.  The
Issuer shall not consolidate with or merge into any other Person (in a
transaction in which the Issuer is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless (a) the Person formed by such consolidation or into which
the Issuer is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Issuer substantially as an
entirety shall be (i) a corporation, limited liability company,
partnership or trust, (ii) shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of
Columbia and (iii) shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Issuer to be performed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person (if other than the Issuer) formed by
such consolidation or into which the Issuer shall have been merged or by the
Person which shall have acquired the Issuer’s assets; (b) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Issuer or any 


 


36

















 


Subsidiary as a result of such transaction as having been incurred by
the Issuer or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing; and (c) the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


 


The conditions of (a)(ii) above shall not
apply in the case of a corporation or entity not organized under the laws of
the United States of America, any State thereof or the District of Columbia
which shall agree, in form satisfactory to the Trustee, (i) to subject
itself to the jurisdiction of the United States district court for the Southern
District of New York and (ii) to indemnify and hold harmless the holders
of all Securities against (A) any tax, assessment or governmental charge
imposed on such holders by a jurisdiction other than the United States or any
political subdivision or taxing authority thereof or therein with respect to,
and withheld on the making of, any payment of principal or interest on such
Securities and which would not have been so imposed and withheld had such
consolidation, merger, sale or conveyance not been made and (B) any tax,
assessment or governmental charge imposed on or relating to, and any costs or
expenses involved in, such consolidation, merger, sale or conveyance.


 


The restrictions in this Section 9.01
shall not apply to (i) the merger or consolidation of the Issuer with one
of its affiliates, if the Board of Directors determines in good faith that the
purpose of such transaction is principally to change the Issuer’s State of
incorporation or convert the Issuer’s form of organization to another form, or (ii) the
merger of the Issuer with or into a single direct or indirect wholly owned
Subsidiary pursuant to Section 251(g) (or any successor provision) of
the General Corporation Law of the State of Delaware.


 


Nothing contained in this Article shall
apply to, limit or impose any requirements upon the consolidation or merger of
any Person into the Issuer where the Issuer is the survivor of such
transaction, or the acquisition by the Issuer, by purchase or otherwise, of all
or any part of the property of any other Person (whether or not affiliated with
the Issuer).


 


Section 9.02           Successor Issuer
Substituted.  Upon any
consolidation of the Issuer with, or merger of the Issuer into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Issuer substantially as an entirety in accordance with Section 9.01, the
successor Person formed by such consolidation or into which the Issuer is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such successor Person had been
named as the Issuer herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


In case of any such consolidation, merger,
sale, lease or conveyance, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.


 


37

















 


ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; 

UNCLAIMED MONEYS


 


Section 10.01         Satisfaction and
Discharge of Indenture.  (a) 
If at any time (i) the Issuer shall have paid or caused to be paid the
principal of and interest on all the Securities of any series Outstanding
hereunder (other than Securities of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered
to the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) or (iii) in the case of any series of
Securities the exact amount (including the currency of payment) of principal of
and interest due on which on the dates referred to in clause (B) below can
be determined at the time of making the deposit referred to in such clause, (A) all
the Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (B) the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 10.04) or, in the case of any series of Securities
the payments on which may only be made in Dollars, direct obligations of the
United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as
to principal and interest in such amounts and at such times as will insure the
availability of cash sufficient to pay on any subsequent interest payment date
all interest due on such interest payment date on the Securities of such series
and to pay at maturity or upon redemption all Securities of such series (in
each case other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such
date of maturity, as the case may be, and if, in any such case, the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the
Issuer, including amounts due the Trustee pursuant to Section 6.06, with
respect to Securities of such series, then this Indenture shall cease to be of
further effect with respect to Securities of such series (except as to (1) rights
of registration of transfer, conversion and exchange of Securities of such
series and the Issuer’s right of optional redemption, (2) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of
Holders of Securities to receive payments of principal thereof and interest
thereon upon the original stated due dates therefor (but not upon acceleration)
and remaining rights of the Holders to receive mandatory sinking fund payments,
if any, (4) the rights (including the Trustee’s rights under Section 10.05)
and immunities of the Trustee hereunder and the Trustee’s obligations under
Sections 10.02 and 10.04, (5) the rights of the Holders of Securities of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them and (6) the obligations of
the Issuer under Section 3.02), and the Trustee, on demand of the Issuer
accompanied by an Officer’s Certificate and an Opinion of Counsel which
complies with Section 11.05 and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture with respect to such series; provided, that the rights of Holders of the
Securities to receive amounts in respect of principal of and interest on the
Securities held by them shall not be delayed longer than required by 


 


38

















 


then-applicable
mandatory rules or policies of any securities exchange upon which the
Securities are listed.  The Issuer agrees
to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.


 


(b)           The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution,
Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03.  In addition to discharge of the Indenture
pursuant to the next preceding paragraph, in the case of any series of
Securities the exact amounts (including the currency of payment) of principal
of and interest subsequently due on which can be determined at the time of
making the deposit referred to in clause (A)(1) below, the Issuer shall be
deemed to have paid and discharged the entire Debt on all the Securities of
such a series on the 121st day after the date of the deposit referred to in
clause (A)(1) below, and the provisions of this Indenture with respect to
the Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer, conversion and exchange of Securities of such
series, (ii) substitution of apparently mutilated, defaced, destroyed,
lost or stolen Securities, (iii) rights of Holders of Securities to
receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration) and remaining rights of
the Holders to receive sinking fund payments, if any, (iv) the rights
(including the Trustee’s rights under Section 10.05) and immunities of the
Trustee hereunder and the Trustee’s obligations with respect to the Securities
of such series under Sections 10.02 and 10.04, (v) the rights of the
Holders of Securities of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and (vi) the
obligations of the Issuer under Section 3.02) and the Trustee, at the
expense of the Issuer, shall at the Issuer’s request, execute proper
instruments acknowledging the same, if


 


(A)          with reference to this provision the Issuer has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (1) cash in an
amount, or (2) in the case of any series of Securities the payments on
which may only be made in Dollars, U.S. Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash or (3) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay (x) the
principal and interest on all Securities of such series on the date that such
principal or interest is due and payable and (y) any mandatory sinking
fund payments on the day on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;


 


(B)           such deposit will not result in a breach or violation of,
or constitute a default under, any agreement or instrument to which the Issuer
is a party or by which it is bound;


 


(C)           the Issuer has delivered to the Trustee an Officer’s
Certificate and an opinion of independent legal counsel satisfactory to the
Trustee to the effect that the 


 


39

















 


Issuer has received from, or there has been published by, the Internal
Revenue Service a ruling to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
Federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred; and


 


(D)           the Issuer has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this
provision have been complied with, and the Opinion of Counsel shall also state
that such deposit does not violate applicable law.


 


Section 10.02         Application by Trustee of
Funds Deposited for Payment of  Securities.  Subject to Section 10.04, all
moneys deposited with the Trustee (or other trustee) pursuant to Section 10.01
shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent),
to the Holders of the particular Securities of such series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.


 


Section 10.03         Repayment of Moneys Held
by Paying Agent.  In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent
shall be released from all further liability with respect to such moneys.


 


Section 10.04         Return of Moneys Held by
Trustee and Paying Agent  Unclaimed
for Two Years.  Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of
the principal of or interest on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall be repaid to the Issuer by
the Trustee for such series or such paying agent, and the Holder of the
Securities of such series shall thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease.


 


Section 10.05         Indemnity for U.S.
Government Obligations.  The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.01 or the principal or interest received in respect
of such obligations.


 


ARTICLE 11

MISCELLANEOUS PROVISIONS


 


Section 11.01         No Recourse.  No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for
any claim based thereon or otherwise in 


 


40

















 


respect thereof, shall be had against any incorporator, stockholder,
officer or director, past, present or future as such, of the Issuer or of any
predecessor or successor corporation, either directly or through the Issuer or
any such predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Issuer or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Securities.


 


Section 11.02         Provisions of Indenture
for the Sole Benefit of Parties and  Holders
of Securities.  Nothing in
this Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders of the Securities any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the Holders of
the Securities.


 


Section 11.03         Successors and Assigns of
Issuer Bound by Indenture.  All
the covenants, stipulations, promises and agreements contained in this
Indenture by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.


 


Section 11.04         Notices and Demands on
Issuer, Trustee and Holders of  Securities.  Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Issuer may be given or
served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to Watts Water Technologies, Inc.,
815 Chestnut Street, North Andover, Massachusetts 01845, Attn: General
Counsel.  Any notice, direction, request
or demand by the Issuer or any Holder of Securities to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made at
              ,
                ,
Attn:
              .


 


Where this Indenture provides for notice to
Holders of Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his or her last address as
it appears in the Security register.  In
any case where notice to such Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders.


 


41














 


In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail
notice to the Issuer when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


 


In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail
notice of any event to Holders of Securities when said notice is required to be
given pursuant to any provision of this Indenture or of the Securities, then
any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice.  Neither the failure to give notice, nor any
defect in any notice so given, to any particular Holder of a Security shall
affect the sufficiency of such notice with respect to other Holders of
Securities given as provided above.


 


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


 


Section 11.05         Officer’s Certificates
and Opinions of Counsel; Statements  to
Be Contained Therein.  Upon
any application or demand by the Issuer to the Trustee to take any action under
any of the provisions of this Indenture, the Issuer shall furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.


 


Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a
statement that the person making such certificate or opinion has read such
covenant or condition, (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that,
in the opinion of such person, he or she has made such examination or
investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with
and (d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.


 


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


 


42

















 


certificate, statement or
opinion or representations with respect to the matters upon which his or her
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate, statement or opinion of an
officer of the Issuer or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of or representations by an
accountant or firm of accountants in the employ of the Issuer, unless such
officer or counsel, as the case may be, knows that the certificate or opinion
or representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate or opinion of any independent
firm of public accountants filed with and directed to the Trustee shall contain
a statement that such firm is independent.


 


Section 11.06         Payments Due on
Saturdays, Sundays and Holidays.  If
the date of maturity of interest on or principal of the Securities of any
series or the date fixed for redemption or repayment of any such Security, or
the last day on which a Holder has the right to convert any Security, shall not
be a Business Day, then payment of interest or principal, or any conversion,
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption or on such last day for conversion, and no interest
shall accrue for the period after such date.


 


Section 11.07         Conflict of Any Provision
of Indenture With Trust  Indenture
Act of 1939.  If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture by operation of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, such incorporated provision
shall control.


 


Section 11.08         New York Law to
Govern.  This Indenture and
each Security shall be deemed to be a contract under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of such State, except as may otherwise be required by mandatory provisions of
law.


 


Section 11.09         Counterparts.  This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


 


Section 11.10         Effect of Headings.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 11.11         Actions
by Successor.  Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Issuer shall and may be
done and performed with like force and effect by the corresponding board,
committee or officer of any corporation that shall at the time be the lawful
successor of the Issuer.


 


Section 11.12         Severability.  In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or 


 


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unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 


ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


Section 12.01         Applicability of
Article.  The provisions of
this Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series, except as otherwise specified, as contemplated by Section 2.03
for Securities of such series.


 


Section 12.02         Notice of Redemption;
Partial Redemptions.  Notice
of redemption to the Holders of Securities of any series to be redeemed as a
whole or in part at the option of the Issuer shall be given by mailing notice
of such redemption by first class mail, postage prepaid, at least 30 days and
not more than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
Security register.  Any notice which is
given in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice.  Failure to give notice or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.


 


The notice of redemption to each such Holder
shall specify the principal amount of each Security of such series held by such
Holder to be redeemed, the date fixed for redemption, the redemption price, the
place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and
that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue and shall also specify, if applicable, the
conversion price then in effect and the date on which the right to convert such
Securities or the portions thereof to be redeemed will expire.  In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion thereof
will be issued.


 


The notice of redemption of Securities of any
series to be redeemed at the option of the Issuer shall be given by the Issuer
or, at the Issuer’s request, by the Trustee in the name and at the expense of
the Issuer.


 


On or before the redemption date specified in
the notice of redemption given as provided in this Section, the Issuer will
deposit with the Trustee or with one or more paying agents (or, if the Issuer
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.04) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption
(other than those theretofore surrendered for conversion


 


44

















 


into Common Stock) at the
appropriate redemption price, together with accrued interest to the date fixed
for redemption.  If any Security called
for redemption is converted pursuant hereto, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Issuer upon the Issuer’s
request, or, if then held by the Issuer, shall be discharged from such
trust.  The Issuer will deliver to the
Trustee at least 70 days prior to the date fixed for redemption (unless a
shorter time period shall be acceptable to the Trustee) an Officer’s
Certificate (which need not comply with Section 11.05) stating the
aggregate principal amount of Securities to be redeemed.  In case of a redemption at the election of
the Issuer prior to the expiration of any restriction on such redemption, the
Issuer shall deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officer’s Certificate
stating that such restriction has been complied with.


 


If less than all the Securities of a series
are to be redeemed, the Trustee shall select, in such manner as it shall deem
appropriate and fair, Securities of such series to be redeemed in whole or in
part.  Securities may be redeemed in part
in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof.  The
Trustee shall promptly notify the Issuer in writing of the Securities of such
series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.  If any Security selected for partial
redemption is surrendered for conversion after such selection, the converted
portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption.


 


Section 12.03         Payment of Securities
Called for Redemption.  If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and, except as provided in Sections 6.05 and
10.04, such Securities shall cease from and after the date fixed for redemption
to be convertible into Common Stock, if applicable, and to be entitled to any
benefit or security under this Indenture, and the Holders thereof shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption.  On presentation and surrender of such
Securities at a place of payment specified in said notice, said Securities or
the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption; provided,
that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of
Sections 2.03 and 2.07 hereof.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal shall,
until paid or duly provided for, bear interest from the date fixed for
redemption at the rate of interest or Yield to Maturity (in the case of an Original
Issue Discount Security) borne by such Security and, if applicable, such
Security shall remain


 


45

















 


convertible into Common Stock
until the principal of such Security shall have been paid or duly provided for.


 


Upon presentation of any Security redeemed in
part only, the Issuer shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Issuer,
a new Security or Securities of such series, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.


 


Section 12.04         Exclusion of Certain
Securities from Eligibility for  Selection
for Redemption.  Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in an Officer’s Certificate
delivered to the Trustee at least 40 days prior to the last date on which
notice of redemption may be given as being owned of record and beneficially by,
and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.


 


Section 12.05         Mandatory and Optional
Sinking Funds.  The minimum
amount of any sinking fund payment provided for by the terms of the Securities
of any series is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of the Securities of any series is herein
referred to as an “optional sinking fund
payment”.  The date on which a sinking fund payment is
to be made is herein referred to as the “sinking
fund payment date”.


 


In lieu of making all or any part of any
mandatory sinking fund payment with respect to any series of Securities in
cash, the Issuer may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except upon
redemption pursuant to the mandatory sinking fund) by the Issuer or receive
credit for Securities of such series (not previously so credited) theretofore
purchased or otherwise acquired (except as aforesaid) by the Issuer and
delivered to the Trustee for cancellation pursuant to Section 2.10 and, if
applicable, receive credit for Securities (not previously so credited)
converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive
credit for optional sinking fund payments (not previously so credited) made
pursuant to this Section, or (c) receive credit for Securities of such
series (not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series.  Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.


 


On or before the 60th day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the
Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis
for such credit, (b) stating that none of the Securities of such series
has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next 


 


46

















 


succeeding sinking fund
payment date.  Any Securities of such
series to be credited and required to be delivered to the Trustee in order for
the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate
(or reasonably promptly thereafter if acceptable to the Trustee).  Such Officer’s Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date.  Failure of the Issuer, on or
before any such 60th day, to deliver such Officer’s Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer that
the mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof.


 


If the sinking fund payment or payments
(mandatory or optional or both) to be made in cash on the next succeeding
sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or the equivalent thereof in any
Foreign Currency or a lesser sum in Dollars or in any Foreign Currency if the
Issuer shall so request) with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment date
to the redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption.  If such amount shall be $50,000 (or the
equivalent thereof in any Foreign Currency) or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 (or
the equivalent thereof in any Foreign Currency) is available.  The Trustee shall select, in the manner
provided in Section 12.02, for redemption on such sinking fund payment
date a sufficient principal amount of Securities of such series to absorb said
cash, as nearly as may be, and shall (if requested in writing by the Issuer)
inform the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected.  The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it
shall so request the Trustee in writing), shall cause notice of redemption of
the Securities of such series to be given in substantially the manner provided
in Section 12.02 (and with the effect provided in Section 12.03) for
the redemption of Securities of such series in part at the option of the
Issuer.  The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section.  Any and all
sinking fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series,
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.  The Issuer’s
obligation to make a mandatory or optional sinking fund payment shall
automatically be reduced by an amount equal to the sinking fund redemption
price allocable to any Securities or portions thereof called for redemption
pursuant to the preceding paragraph on any sinking fund payment date and
converted into Common Stock; provided
that, if the Trustee is not the
conversion agent for the Securities, the Issuer or such conversion agent shall
give the Trustee written notice prior to the date fixed for redemption of the
principal amount of Securities or portions thereof so converted.


 


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On or before each sinking fund payment date,
the Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.


 


The Trustee shall not redeem or cause to be
redeemed any Securities of a series with sinking fund moneys or give any notice
of redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Securities
or of any Event of Default except that, where the mailing of notice of
redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall
have received from the Issuer a sum sufficient for such redemption.  Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 5 and held for the payment of all such
Securities.  In case such Event of
Default shall have been waived as provided in Section 5.10, or the default
cured on or before the 60th day preceding the sinking fund payment date in any
year, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of
such Securities.


 


ARTICLE 13

SUBORDINATION OF SECURITIES


 


Section 13.01         Agreement of
Subordination.  The Issuer
covenants and agrees, and each holder of Securities issued hereunder by his
acceptance thereof likewise covenants and agrees, that all Securities shall be
issued subject to the provisions of this Article 13; and each
Securityholder, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.


 


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


 


The provisions of this Article 13 define
the subordination of the Securities, as obligations of the Issuer, with respect
to Senior Indebtedness of the Issuer.


 


No provision of this Article 13 shall
prevent the occurrence of any default or Event of Default hereunder.


 


Section 13.02         Payments to
Securityholders.  In the event
and during the continuation of any default in the payment of principal,
premium, interest or any other payment due on any Senior Indebtedness of the
Issuer continuing beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness of the Issuer, then,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no payment shall be made by the Issuer with respect to the
principal of, or premium, if any, or interest on the Securities, except sinking
fund payments made by the acquisition of Securities under Section 12.05
prior to 


 


48





















 


the happening of such default and payments
made pursuant to Article 10 hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such default.


 


Upon any payment by the Issuer, or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Issuer, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
due or to become due upon all Senior Indebtedness of the Issuer shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made on account of the principal (and premium, if
any) or interest on the Securities (except payments made pursuant to Article 10
hereof from monies deposited with the Trustee pursuant thereto prior to the
happening of such dissolution, winding-up, liquidation or reorganization); and
upon any such dissolution or winding-up or liquidation or reorganization any
payment by the Issuer, or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities, to which the holders of the
Securities or the Trustee would be entitled, except for the provisions of this Article 13,
shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment
or distribution, or by the holders of the Securities or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Issuer (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness of the Issuer held by such holders,
as calculated by the Issuer) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness of the Issuer may have been issued, as their
respective interests may appear, to the extent necessary to pay all Senior
Indebtedness of the Issuer in full, in money or money’s worth, after giving
effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness of the Issuer, before any payment or distribution is made
to the holders of the Securities or to the Trustee.


 


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


 


For purposes of this Article 13, the
words, “cash, property or securities” shall not be deemed to include shares of
stock of the Issuer as reorganized or readjusted, or securities of the Issuer
or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article 13 with respect to the Securities to the payment
of all Senior Indebtedness of the Issuer which may at the time be outstanding;
provided that (i) the Senior Indebtedness of the Issuer is assumed by the
new 


 


49

















 


corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the
rights of the holders of the Senior Indebtedness of the Issuer (other than
leases) and of leases which are assumed are not, without the consent of such
holders, altered by such reorganization or readjustment.  The consolidation of the Issuer with, or the
merger of the Issuer into, another corporation or the liquidation or
dissolution of the Issuer following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon
the terms and conditions provided for in Article 9 hereof shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 13.02 if such other corporation shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 9 hereof. 
Nothing in this Section 13.02 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.06.


 


Section 13.03         Subrogation of
Securities.  Subject to the
payment in full of all Senior Indebtedness of the Issuer, the rights of the
holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness of the Issuer to receive payments or distributions of cash,
property or securities of the Issuer applicable to the Senior Indebtedness of
the Issuer until the principal of (and premium, if any) and interest on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of the
Issuer of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this Article 13
to or for the benefit of the holders of Senior Indebtedness of the Issuer by
holders of the Securities or the Trustee, shall, as between the Issuer, its
creditors other than holders of Senior Indebtedness of the Issuer, and the
holders of the Securities, be deemed to be a payment by the Issuer to or on
account of the Senior Indebtedness of the Issuer.  It is understood that the provisions of this Article 13
are and are intended solely for the purpose of defining the relative rights of
the holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness of the Issuer, on the other hand.


 


Nothing contained in this Article 13 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Issuer, its creditors other than the holders of its
Senior Indebtedness, and the holders of the Securities, the obligation of the
Issuer, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Issuer other than the holders of
its Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 13 of the holders of Senior
Indebtedness of the Issuer in respect of cash, property or securities of the
Issuer received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of
the Issuer referred to in this Article 13, the Trustee, subject to the
provisions of Section 6.01, and the holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the holders of the
Securities, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the


 


50

















 


Senior Indebtedness and other
indebtedness of the Issuer, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 13.


 


Section 13.04         Authorization by
Securityholders.  Each holder
of a Security by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article 13 appoints the Trustee his
attorney-in-fact for any and all such purposes.


 


Section 13.05         Notice to Trustee.  The Issuer shall give promptly
written notice to a Responsible Officer of the Trustee of any fact known to the
Issuer which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article 13.  Notwithstanding the provisions of this Article 13
or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article 13, unless and until a Responsible Officer
of the Trustee shall have received written notice thereof at the Corporate
Trust Office of the Trustee from the Issuer or a holder or holders of Senior
Indebtedness of the Issuer or from any trustee therefor; and before the receipt
of any such written notice, the Trustee, subject to the provisions of Section 6.01,
shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than
three Business Days prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Security)
the Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 13.05, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date. 
Notwithstanding anything to the contrary hereinbefore set forth, nothing
shall prevent any payment by the Issuer or the Trustee to the Securityholders
of monies in connection with a redemption of Securities if (i) notice of
such redemption has been given pursuant to Article 12 or Section 10.01
hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such
notice of redemption is given not earlier than 60 days before the redemption
date.


 


The Trustee conclusively shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness of the Issuer (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of Senior
Indebtedness of the Issuer or a trustee on behalf of any such holder or
holders.  In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness of the Issuer to
participate in any payment or distribution pursuant to this Article 13,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of the
Issuer held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article 13, and if such evidence is
not furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


 


51

















 


Section 13.06         Trustee’s Relation to
Senior Indebtedness.  The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article 13 in respect of any Senior Indebtedness of the
Issuer at any time held by it, to the same extent as any other holder of Senior
Indebtedness of the Issuer and nothing elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.


 


With respect to the holders of Senior
Indebtedness of the Issuer, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in
this Article 13, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness of the Issuer shall be read into this
Indenture against the Trustee.  The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Issuer and the Trustee shall not be liable to any holder of
Senior Indebtedness of the Issuer if it shall pay over or deliver to holders of
Securities, the Issuer or any other Person money or assets to which any holder
of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 13
or otherwise.


 


Section 13.07         No Impairment of
Subordination.  No right of
any present or future holder of any Senior Indebtedness of the Issuer to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Issuer
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Issuer with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have
or otherwise be charged with.


 


Section 13.08         Rights of Trustee.  Nothing in this Article 13
shall apply to claims of or payments to, the Trustee pursuant to Section 6.06.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of                           .


 


	
   

  	
  WATTS WATER TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  , Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
				



 


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