Exhibit 4.1


 


HSBC USA INC.

Issuer


 


 


TO


 


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

Trustee


 


 






 


 


INDENTURE


 


 


Dated as of March 31,
2009


 


 






 


 


SENIOR DEBT
SECURITIES


 

















 


Reconciliation and tie
between Trust Indenture Act of 1939

and Indenture, dated as of March 31, 2009


 


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  ss.310(a)(1)

  	
   

  	
   

  	
  609

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  609

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  609

  
	
   

  	
  (b)

  	
   

  	
   

  	
  608

  
	
   

  	
   

  	
   

  	
   

  	
  610

  
	
  (c)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  ss.311 (a)

  	
   

  	
   

  	
  613

  
	
   

  	
  (b)

  	
   

  	
   

  	
  613

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  ss.312(a)

  	
   

  	
   

  	
  701

  
	
   

  	
   

  	
   

  	
   

  	
  702(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  702(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  702(c)

  
	
  ss.313 (a)

  	
   

  	
   

  	
  703

  
	
   

  	
  (b)

  	
   

  	
   

  	
  703

  
	
   

  	
  (c)

  	
   

  	
   

  	
  703

  
	
   

  	
  (d)

  	
   

  	
   

  	
  703

  
	
  ss.314(a)

  	
   

  	
   

  	
  704

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
   

  	
  102

  
	
  ss.315(a)

  	
   

  	
   

  	
  601(a)

  
	
   

  	
   

  	
   

  	
   

  	
  601(c)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  602

  
	
   

  	
   

  	
   

  	
   

  	
  703

  
	
   

  	
  (c)

  	
   

  	
   

  	
  601(b)

  
	
   

  	
  (d)

  	
   

  	
   

  	
  601(c)

  
	
   

  	
  (d)(1)

  	
   

  	
   

  	
  601(a)

  
	
   

  	
  (d)(2)

  	
   

  	
   

  	
  601(c)(2)

  
	
   

  	
  (d)(3)

  	
   

  	
   

  	
  601(c)(3)

  
	
   

  	
  (e)

  	
   

  	
   

  	
  514

  
	
  ss.316(a)

  	
   

  	
   

  	
  101

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  502

  
	
   

  	
   

  	
   

  	
   

  	
  512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
  508

  



 

















 


	
   

  	
  (c)

  	
   

  	
   

  	
  512

  
	
  ss.317 (a)(1)

  	
   

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
   

  	
  1204

  
	
  ss.318(a)

  	
   

  	
   

  	
  106

  



 






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


 


ii

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND OTHER
  PROVISIONS

  	
   

  
	
  OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101

  	
  Definitions

  	
  1

  
	
  Section 102

  	
  Compliance Certificates and Opinions

  	
  8

  
	
  Section 103

  	
  Form of Documents Delivered to Trustee

  	
  8

  
	
  Section 104

  	
  Notices, etc. to Trustee and Company

  	
  9

  
	
  Section 105

  	
  Notice to Holders; Waiver

  	
  9

  
	
  Section 106

  	
  Conflict with Trust Indenture Act

  	
  10

  
	
  Section 107

  	
  Effect of Headings and Table of Contents

  	
  10

  
	
  Section 108

  	
  Successors and Assigns

  	
  10

  
	
  Section 109

  	
  Separability Clause

  	
  10

  
	
  Section 110

  	
  Benefits of Indenture

  	
  10

  
	
  Section 111

  	
  Governing Law; Waiver of Jury Trial

  	
  10

  
	
  Section 112

  	
  Legal Holidays

  	
  10

  
	
  Section 113

  	
  No Security Interest Created

  	
  11

  
	
  Section 114

  	
  Limitation of Individual Liability

  	
  11

  
	
  Section 115

  	
  Force Majeure

  	
  11

  
	
  Section 116

  	
  U.S.A. Patriot Act

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  DEBT SECURITY FORMS

  	
   

  
	
   

  
	
  Section 201

  	
  Forms Generally

  	
  12

  
	
  Section 202

  	
  Form of Trustee’s Certificate of Authentication

  	
  12

  
	
  Section 203

  	
  Form of Trustee’s Certificate of Authentication by
  an Authenticating Agent

  	
  13

  
	
  Section 204

  	
  Securities Issuable in Global Form

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  THE DEBT SECURITIES

  	
   

  
	
   

  
	
  Section 301

  	
  Amount Unlimited; Issuable in Series

  	
  14

  
	
  Section 302

  	
  Denominations

  	
  17

  
	
  Section 303

  	
  Execution, Authentication, Delivery and Dating

  	
  17

  
	
  Section 304

  	
  Temporary Debt Securities

  	
  20

  



 


iii

















 


	
  Section 305

  	
  Registration, Transfer and Exchange

  	
  20

  
	
  Section 306

  	
  Mutilated, Destroyed, Lost and Stolen Debt
  Securities

  	
  23

  
	
  Section 307

  	
  Payment of Interest; Interest Rights Preserved

  	
  24

  
	
  Section 308

  	
  Cancellation

  	
  25

  
	
  Section 309

  	
  Computation of Interest

  	
  25

  
	
  Section 310

  	
  CUSIP Numbers

  	
  25

  
	
  Section 311

  	
  Persons Deemed Owners

  	
  26

  
	
  Section 312

  	
  Currency of Payments in Respect of Securities

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  
	
   

  
	
  Section 401

  	
  Satisfaction and Discharge of Indenture

  	
  27

  
	
  Section 402

  	
  Application of Trust Money

  	
  28

  
	
  Section 403

  	
  Indemnity

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501

  	
  Events of Default

  	
  29

  
	
  Section 502

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  30

  
	
  Section 503

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
  31

  
	
  Section 504

  	
  Trustee May File Proofs of Claim

  	
  32

  
	
  Section 505

  	
  Trustee May Enforce Claims Without Possession of
  Debt Securities

  	
  33

  
	
  Section 506

  	
  Application of Money Collected

  	
  33

  
	
  Section 507

  	
  Limitation on Suits

  	
  33

  
	
  Section 508

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  34

  
	
  Section 509

  	
  Restoration of Rights and Remedies

  	
  34

  
	
  Section 510

  	
  Right and Remedies Cumulative

  	
  35

  
	
  Section 511

  	
  Delay or Omission Not Waiver

  	
  35

  
	
  Section 512

  	
  Control by Holders

  	
  35

  
	
  Section 513

  	
  Waiver of Past Defaults

  	
  35

  
	
  Section 514

  	
  Undertaking for Costs

  	
  36

  
	
  Section 515

  	
  Waiver of Stay or Extension Laws

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601

  	
  Certain Duties and Responsibilities

  	
  36

  
	
  Section 602

  	
  Notice of Defaults

  	
  37

  
	
  Section 603

  	
  Certain Rights of Trustee

  	
  38

  



 


iv

















 


	
  Section 604

  	
  Not Responsible for Recitals or Issuance of Debt
  Securities

  	
  39

  
	
  Section 605

  	
  May Hold Debt Securities

  	
  39

  
	
  Section 606

  	
  Money Held in Trust

  	
  39

  
	
  Section 607

  	
  Compensation and Reimbursement

  	
  40

  
	
  Section 608

  	
  Disqualification, Conflicting Interests

  	
  40

  
	
  Section 609

  	
  Corporate Trustee Required, Eligibility

  	
  41

  
	
  Section 610

  	
  Resignation and Removal, Appointment of Successor

  	
  41

  
	
  Section 611

  	
  Acceptance of Appointment by Successor

  	
  43

  
	
  Section 612

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
  44

  
	
  Section 613

  	
  Preferential Collection of Claims Against Company

  	
  44

  
	
  Section 614

  	
  Appointment of Authenticating Agent

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND
  REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
  46

  
	
  Section 702

  	
  Preservation of Information; Communication to
  Holders

  	
  46

  
	
  Section 703

  	
  Reports by Trustee

  	
  47

  
	
  Section 704

  	
  Reports by Company

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  CONCERNING THE HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801

  	
  Acts of Holders

  	
  48

  
	
  Section 802

  	
  Proof of Ownership; Proof of Execution of
  Instruments by Holders

  	
  49

  
	
  Section 803

  	
  Revocation of Consents; Future Holders Bound

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901

  	
  Purposes of Meetings

  	
  50

  
	
  Section 902

  	
  Call of Meetings by Trustee

  	
  50

  
	
  Section 903

  	
  Call of Meetings by Company or Holders

  	
  51

  
	
  Section 904

  	
  Qualifications for Voting

  	
  51

  
	
  Section 905

  	
  Regulations

  	
  51

  
	
  Section 906

  	
  Voting

  	
  52

  
	
  Section 907

  	
  No Delay of Rights by Meeting

  	
  52

  



 


v

















 


	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  
	
  Section 1001

  	
  Company May Consolidate, etc., Only on Certain Terms

  	
  52

  
	
  Section 1002

  	
  Successor Corporation Substituted

  	
  53

  
	
  Section 1003

  	
  Opinion of Counsel

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101

  	
  Supplemental Indentures Without Consent of Holders

  	
  53

  
	
  Section 1102

  	
  Supplemental Indentures With Consent of Holders

  	
  55

  
	
  Section 1103

  	
  Execution of Supplemental Indentures

  	
  56

  
	
  Section 1104

  	
  Effect of Supplemental Indentures

  	
  56

  
	
  Section 1105

  	
  Conformity with Trust Indenture Act

  	
  56

  
	
  Section 1106

  	
  Reference in Debt Securities to Supplemental
  Indentures

  	
  56

  
	
  Section 1107

  	
  Notice of Supplemental Indenture

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201

  	
  Payment of Principal, Premium and Interest

  	
  57

  
	
  Section 1202

  	
  Maintenance of Office or Agency

  	
  57

  
	
  Section 1203

  	
  Money for Debt Securities; Payments To Be Held in
  Trust

  	
  57

  
	
  Section 1204

  	
  Officers’ Certificate as to Default

  	
  58

  
	
  Section 1205

  	
  Waiver of Certain Covenants

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF DEBT
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301

  	
  Applicability of Article

  	
  59

  
	
  Section 1302

  	
  Election to Redeem; Notice to Trustee

  	
  59

  
	
  Section 1303

  	
  Selection by Trustee of Debt Securities To Be
  Redeemed

  	
  60

  
	
  Section 1304

  	
  Notice of Redemption

  	
  60

  
	
  Section 1305

  	
  Deposit of Redemption Price

  	
  61

  
	
  Section 1306

  	
  Debt Securities Payable on Redemption Date

  	
  61

  
	
  Section 1307

  	
  Debt Securities Redeemed in Part

  	
  62

  



 


vi

















 


	
  ARTICLE XIV

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFEASANCE

  	
   

  
	
   

  
	
  Section 1401

  	
  Applicability of Article

  	
  62

  
	
  Section 1402

  	
  Defeasance Upon Deposit of Moneys or U.S. Government
  Obligations

  	
  62

  
	
  Section 1403

  	
  Deposited Moneys and U.S. Government Obligations to
  be Held in Trust

  	
  64

  
	
  Section 1404

  	
  Repayment to Company

  	
  64

  
	
  Section 1405

  	
  Deposits of Non-U.S. Currencies or Other Property

  	
  65

  



 


vii

















 


INDENTURE dated as of March 31,
2009, between HSBC USA INC., a Maryland corporation (hereinafter called the “Company”), having its principal office at 452
Fifth Avenue, New York, New York 10018 and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as Trustee hereunder (hereinafter
called the “Trustee”), having its Corporate Trust Office at
45 Broadway, 14th Floor, New York, New York 10006.


 


RECITALS OF THE COMPANY


 


The
Company deems it necessary to issue from time to time for its lawful purposes
senior debt securities (the “Debt Securities”)
evidencing its indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Debt
Securities, unlimited as to aggregate principal amount, to bear interest at the
rates or formulas, to mature at such times and to have such other provisions as
shall be fixed therefor and hereinafter provided.


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS


OF GENERAL APPLICATION


 


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


 


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


 


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


 

















 


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


 


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


 


Certain terms, used principally in Article III
or Article VI, are defined in those respective Articles.


 


“Act” when used
with respect to any Holder has the meaning specified in Section 801.


 


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


 


“Authenticating Agent”
has the meaning specified in Section 614.


 


“Board of Directors”
means either the board of directors of the Company, or the executive or any
other committee of that board duly authorized to act in respect hereof.


 


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


 


“Business Day”
when used with respect to any Place of Payment specified pursuant to Section 301
means any day that is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in such Place of Payment are
authorized or obligated by law to close, except as otherwise specified pursuant
to Section 301.


 


“Code” means the
Internal Revenue Code of 1986 as in effect on the date hereof.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the
execution of this instrument such Commission is not existing and


 


2














 


performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date.


 


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


 


“Company Request” and “Company Order” mean, respectively, a written
request or order signed in the name of the Company by the Chairman, a Vice
Chairman, the President or a Vice President (any reference to a Vice President
of the Company herein shall be deemed to include any Vice President of the
Company whether or not designated by a number or word or words added before or after
the title “Vice President”), and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.


 


“Corporate Trust Office” means
the designated office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of
execution of this instrument is located at 45 Broadway, 14th Floor, New York, New York 10006.


 


The term “corporation” includes
corporations, associations, companies and business trusts.


 


“Currency” means Dollars or Foreign Currency.


 


“Debt Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any
Debt Securities authenticated and delivered under this Indenture.


 


“Default” has the meaning
specified in Section 503.


 


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


 


“Depositary” means, with respect
to the Debt Securities of any series issuable in whole or in part in the form
of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 301 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
Debt Securities of any such series shall mean the Depositary with respect to
the Debt Securities of that series.


 


“Discharged” has the meaning
specified in Section 1402.


 


“Discount Security” means any
Debt Security that is issued with original issue discount” within the meaning
of Section 1273(a) of the Code and the regulations 


 


3

















 


thereunder and any other Debt Security designated by
the Company as issued with original issue discount for United States federal
income tax purposes.


 


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


 


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


 


“Floating Rate Security” means a
Debt Security that provides for the payment of interest at a variable rate
determined periodically by reference to an interest determination method
specified pursuant to Section 301.


 


“Foreign Currency” means a currency issued by the government of
any country other than the United States or a composite currency, the value of
which is determined by reference to the values of the currencies of any group
of countries.


 


“Global Security”
means a Registered Security evidencing all or part of a series of Debt
Securities issued to the Depositary for such series in accordance with Section 303
and bearing the legend prescribed in Section 303(c).


 


“Holder” means, with respect to a
Registered Security, the Registered Holder.


 


“Indenture” means this instrument
as originally executed, or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and, unless the context otherwise requires,
shall include the terms of a particular series of Debt Securities as
established pursuant to Section 301.


 


“Indexed Security” means a Debt Security the
terms of which provide that the principal amount thereof payable at
Stated Maturity may be more or less than the principal face amount thereof at
original issuance.


 


The term “interest” when used
with respect to a Discount Security which by its terms bears interest only
after Maturity means interest payable after Maturity.


 


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


 


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


 


“Officers’ Certificate” means a
certificate signed by the Chairman, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, 


 


4

















 


the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel to the Company and who shall be
satisfactory to the Trustee, that is delivered to the Trustee.


 


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


 


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


 


(ii)      Debt
Securities or portions thereof for whose payment or redemption money,
securities, commodities, other property, or a combination thereof as specified
pursuant to Section 301 in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Debt
Securities or from its obligations with respect to which the Company shall have
been Discharged; provided, however, that if such Debt Securities
or portions thereof are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and


 


(iii)     Debt
Securities that have been paid pursuant to Section 306 or in
exchange for, or in lieu of, other Debt Securities which have been
authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Company;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of Debt
Securities Outstanding have performed any Act hereunder, Debt Securities owned
by the Company or any other obligor upon the Debt Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such Act, only Debt Securities that the Trustee
knows to be so owned shall be so disregarded. Debt Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to act with
respect to such Debt Securities and that the pledgee is not the Company or any
other obligor upon the Debt Securities or any Affiliate of the Company or of
such other obligor. In determining whether the Holders of the requisite principal
amount of Outstanding Debt Securities have performed any Act hereunder, (i) the
principal amount of a Discount Security that shall be deemed to be 


 


5

















 


Outstanding for
such purpose 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 502 and (ii) the principal amount of any
Indexed Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Indexed Security
pursuant to Section 301.


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Debt Securities on behalf of the Company.


 


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


 


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


 


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


 


“Redemption Date” means the date
fixed for redemption of any Debt Security pursuant to this Indenture which, in
the case of a Floating Rate Security, unless otherwise specified pursuant to Section 301,
shall be an Interest Payment Date only. “Redemption Price” means, in the
case of a Discount Security, the amount of the principal thereof that would be
due and payable as of the Redemption Date upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502 and, in the case of
any other Debt Security, the principal amount thereof, plus, in each case,
premium, if any, and accrued and unpaid interest, if any, to the Redemption
Date.


 


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


 


“Registered Security” means any
Debt Security registered as to principal, premium, if any, and interest in the
Security Register.


 


“Regular Record Date” for the
interest payable on the Registered Securities of any series on any Interest
Payment Date means the date specified for that purpose pursuant to Section 301
for such Interest Payment Date.


 


6

















 


“Repayment Date” means, when used
with respect to any Debt Security to be repaid at the option of the Holder, the
date fixed for such repayment by or pursuant to this Indenture.


 


“Responsible Officer” when used
with respect to the Trustee means any officer within the corporate trust
department (or any successor group of the Trustee), including any vice
president, assistant vice president, assistant secretary, or other trust
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 at
the Trustee’s Corporate Trust Office because of his knowledge of and
familiarity with the particular subject.


 


“Security Register” and “Security Registrar” have the respective
meanings specified in Section 305(a).


 


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


 


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


 


“Subsidiary” means a corporation,
limited liability company, partnership or other entity, at least a majority of
the outstanding voting stock, membership interests or partnership interests, as
the case may be, of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries of the Company. For the purposes of this
definition, “voting stock” means stock having voting power for the election of
directors, whether at all times or only for so long as no senior class of stock
has such voting power by reason of any contingency.


 


“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 1105.


 


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


 


“U.S. Government Obligations” has
the meaning specified in Section 1402.


 


“United States” means the United
States of America (including the States and the District of Columbia), its
territories and its possessions.


 


7

















 


Section 102.           Compliance
Certificates and Opinions.  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 103.           Form of
Documents Delivered to Trustee.  In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


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


 


8

















 


exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


Section 104.           Notices, etc. to Trustee and
Company.  Any Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


(1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing (including telecopy) to or with the Trustee at
its Corporate Trust Office, 45 Broadway, 14th Floor, New York, New York 10006 ((fax)
212-515-1589); or


 


(2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
Indenture, or at any other address previously furnished in writing to the
Trustee by the Company, or by telecopy ((fax) 716-841-7956, or at any other
number previously furnished in writing to the Trustee by the Company).


 


Any such Act or
other document shall be in the English language.


 


Section 105.           Notice
to Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) to Registered Holders, if in writing and mailed, first
class postage prepaid, to such Registered Holders as their names and addresses
appear in the Security Register, within the time prescribed that, in any case,
any notice to Holders of Floating Rate Securities regarding the determination
of a periodic rate of interest, if such notice is required pursuant to Section 301,
shall be sufficiently given if given in the manner specified pursuant to Section 301.


 


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


 


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 Registered 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 on such waiver.  In any case where notice to Registered
Holders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Registered Holder shall 


 


9

















 


affect the
sufficiency of such notice with respect to other Registered Holders, and any
notice that is mailed in the manner herein provided shall be conclusively
deemed to have been received by such Registered Holder, whether or not such
Registered Holder actually receives such notice.


 


Section 106.           Conflict
with Trust Indenture Act.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by, or another provision (an “incorporated
version”) included in this Indenture by operation of, Sections 310
to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.


 


Section 107.           Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


 


Section 108.           Successors
and Assigns.  All covenants and
agreements in this Indenture by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their permitted successors
and assigns, whether so expressed or not.


 


Section 109.           Separability
Clause.  In case any provision in
this Indenture or in the Debt Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 110.           Benefits
of Indenture.  Nothing in this
Indenture or in the Debt Securities, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their respective successors hereunder, the
Holders and the holders of Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 111.           Governing
Law; Waiver of Jury Trial.  THIS
INDENTURE AND THE DEBT SECURITIES SHALL BE DEEMED TO BE CONTRACTS MADE AND TO
BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.


 


EACH OF THE
COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DEBT SECURITIES OR
THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 112.           Legal
Holidays. Unless otherwise specified pursuant to Section 301,
in any case where any Interest Payment Date, Redemption Date or Maturity of any
Debt Security of any series shall not be a Business Day at any Place of Payment
for the Debt Securities of that series, then (notwithstanding any other
provision of this Indenture or of the Debt Securities) payment of principal
(and premium, if any) or 


 


10

















 


interest
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on such Interest Payment Date, Redemption Date or Maturity,
and no interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.


 


Section 113.           No
Security Interest Created. Nothing in this Indenture or in the Debt
Securities, express or implied, shall be construed to constitute a security
interest in favor of the Registered Holders under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be
located.


 


Section 114.           Limitation
of Individual Liability.  No recourse
under or upon any obligation, covenant or agreement contained in this Indenture
or in any Debt Security because of any indebtedness evidenced thereby, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or by any legal or
equitable proceeding 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 Company or any 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 Debt Security 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 Debt Security 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 Debt Security.


 


Section 115.           Force Majeure.  In no event shall either party be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that such party shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


11

















 


Section 116.           U.S.A. Patriot Act.  The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. Patriot Act, the
Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a
relationship or opens an account with the Trustee.  The parties to this Indenture agree that they
will provide the Trustee with such information as it may request in order for
the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


ARTICLE II


 


DEBT SECURITY FORMS


 


Section 201.           Forms
Generally.  The Debt Securities of
each series shall be substantially in one of the forms established in or
pursuant to a Board Resolution and set forth in an Officers’ Certificate, or
one or more indentures supplemental hereto, and shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange
on which any series of the Debt Securities may be listed or of any automated
quotation system on which any such series may be quoted, or to conform to
usage, all as determined by the officers executing such Debt Securities as
conclusively evidenced by their execution of such Debt Securities. If the form
of a series of Debt Securities is established in or pursuant to a Board
Resolution, a copy of such Board Resolution shall be delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate setting forth the form
of such series.


 


The definitive Debt Securities, if any, of each series
shall be printed, lithographed or engraved or produced by any combination of
these methods on steel engraved borders or may be produced in any other manner,
provided that such manner is permitted by the rules of any
securities exchange on which such series of Debt Securities may be listed or of
any automated quotation system on which such series may be quoted, all as
determined by the officers executing such Debt Securities, as conclusively
evidenced by their execution of such Debt Securities.


 


Section 202.           Form of Trustee’s Certificate
of Authentication.  The form of the
Trustee’s certificate of authentication to be borne by the Debt Securities
shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Debt Securities of the series designated therein issued under the
within-mentioned Indenture.


 


12














 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 203.           Form of Trustee’s Certificate of Authentication by
an Authenticating Agent.  If at any
time there shall be an Authenticating Agent appointed with respect to any
series of Debt Securities, then the Trustee’s Certificate of Authentication by
such Authenticating Agent to be borne by Debt Securities of each such series
shall be substantially as follows:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This
is one of the Debt Securities of the series designated therein issued under the
within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 204.           Securities
Issuable in Global Form.  If Debt
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (7) of
Section 301 and the provisions of Section 302, any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be increased or decreased
to reflect exchanges. Any endorsement of a Debt Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or Section 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Debt Security in global
form shall be in writing but need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel.


 


13

















 


The
provisions of the next to last sentence of Section 303 shall apply
to any Debt Security represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Debt Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.


 


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


 


Notwithstanding
the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security in registered form, the
Holder of such permanent global Security in registered form.


 


ARTICLE III



THE DEBT SECURITIES


 


Section 301.           Amount
Unlimited; Issuable in Series.  The
aggregate principal amount of Debt Securities that may be authenticated and
delivered under this Indenture is unlimited.


 


The
Debt Securities may be issued in one or more series. There shall be established
in or pursuant to one or more Board Resolutions, and, subject to Section 303,
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following, as applicable:


 


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


 


(2)           the limit, if any, upon the aggregate
principal amount of the Debt Securities of the series that may be authenticated
and delivered under this Indenture (except for Debt Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Debt
Securities of such series pursuant to Section 304, 305, 306,
1106 or 1308);


 


(3)           the dates on which or periods during
which the Debt Securities of the series may be issued, and the dates on, or the
range of dates within, which the principal of (and premium, if any, on) the
Debt Securities of such series are or may be payable;


 


14

















 


(4)           the rate or rates or the method of
determination thereof at which the Debt Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable, and, in the
case of Registered Securities, the Regular Record Dates for the interest
payable on such Interest Payment Dates or the method by which such date or
dates will be determined;


 


(5)           the places, if any, in addition to or
instead of the Corporate Trust Office of the Trustee, where (i) the
principal of and premium, if any, and any interest on the Debt Securities of
the series will be payable, (ii) Debt Securities of the series may be
surrendered for registration of transfer, (iii) Debt Securities of the
series may be surrendered for exchange and (iv) notices to or upon the
Company in respect of the Debt Securities of the series and this Indenture may
be served;


 


(6)           the periods within which or the dates
on which, the prices at which and the terms and conditions upon which Debt
Securities of the series may be redeemed, if any, in whole or in part, at the
option of the Company or otherwise;


 


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


 


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


 


(9)           if other than the principal amount,
the portion of the principal amount (or the method by which such portion will
be determined) of Debt Securities of the series that will be payable upon declaration
of acceleration of the Maturity thereof;


 


(10)         if other than Dollars, the Currency in
which Debt Securities of the series shall be denominated or in which payment of
the principal and premium, if any, or any interest on the Debt Securities of the
series shall be payable and any other terms concerning such payment;


 


(11)         any index, formula or other method
(including a method based on changes in the prices or performance of particular
securities, currencies, intangibles, goods, articles or commodities, or any
other financial, economic or other measure or instrument, including the
occurrence or non-occurrence of any event or circumstance) or a combination
thereof, used to determine the amount of payments of principal, premium, if
any, and any interest on the Debt Securities of the series and the manner in
which those amounts will be determined;


 


(12)         if the principal of, premium, if any,
or any interest on Debt Securities of the series is to be payable in other than
or in combination with Currency, the securities, commodities, other property or
combination thereof in which such principal, premium, if any, or any interest
is so payable, and the terms 


 


15

















 


and
conditions (including the manner of determining the value of any such
securities, commodities, other property or any combination thereof) upon which
such payment is to be made;


 


(13)         if the principal of, premium, if any,
or any interest, if any, on Debt Securities of the series are to be payable, at
the election of the Company or a Holder of Debt Securities, in a Currency other
than that in which the Debt Securities are denominated or stated to be payable,
the period or periods within which, and the terms and conditions upon which
such election may be made and the time and the manner of determining the
exchange rate between the Currency in which the Debt Securities are denominated
or payable without such election and the Currency in which the Debt Securities
are to be paid if such election is made;


 


(14)         if the principal of, premium, if any,
or any interest on the Debt Securities are to be payable, at the election of
the Company or a Holder, in Currency, securities, commodities, other property
or a combination thereof (or the cash value thereof), the terms and conditions
upon which such election may be made;


 


(15)         if, at the election of the Company or a
Holder, the Debt Securities are to be convertible into, or redeemable or
exchangeable for, Currency, securities, commodities, other property or a
combination thereof (or the cash value thereof), the terms and conditions upon
which such election may be made and the time and the manner of determining such
conversion, redemption or exchange;


 


(16)         any provisions relating to the
extension of, maturity of, or the renewal of, Debt Securities of the series;


 


(17)         whether provisions relating to
defeasance and covenant defeasance will be applicable to such series of Debt
Securities of the series;


 


(18)         any provisions granting special rights
to Holders of Debt Securities of the series upon the occurrence of specified
events;


 


(19)         any modifications, deletions or
additions to the Defaults or covenants of the Corporation with respect to the
Debt Securities of the series;


 


(20)         whether any Debt Securities of the
series are to be issued in whole or in part in the form of one or more Global
Securities and, if so, (ii) the Depositary for such Global Securities and
(ii) the terms and conditions, if any, upon which interests in such Global
Securities may be exchanged in whole or in part for the individual Debt
Securities represented thereby;


 


(21)         the date as of which any temporary
Global Security will be dated if other than the original issuance date of the
first Debt Security of that series to be issued;


 


16

















 


(22)         the Person to whom any interest on any
Registered Debt Securities of the series will be payable, if other than the
Registered Holder, and the extent to which and manner that any interest payable
on a temporary Global Security will be paid if other than as specified in this
Indenture;


 


(23)         the form and/or terms of certificates,
documents or conditions, if any, for Debt Securities of the series to be
issuable in definitive form (whether upon original issue or upon exchange of a
temporary Debt Security of such Series); and


 


(24)         any other terms, conditions, rights and
preferences (or limitations on such rights and preferences) relating to the
series (which terms shall not be inconsistent with the requirements of the
Trust Indenture Act or with the provisions of this Indenture).


 


All
Debt Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. All Debt Securities of any one series need not
be issued at the same time and, unless otherwise provided, additional Debt
Securities of such series may be issued, with identical terms to those
previously issued except for the date of issuance thereof.


 


If any
of the terms of a series of Debt Securities are established in or pursuant to
one or more Board Resolutions, a copy of such Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


Section 302.           Denominations.  In the absence of any specification pursuant
to Section 301 with respect to Debt Securities of any series, the
Debt Securities of such series shall be issuable only as Registered Securities
in denominations of $1,000 and any integral multiple thereof and shall be
payable only in Dollars.


 


Section 303.           Execution,
Authentication, Delivery and Dating. 
(a) The Debt Securities of any series shall be executed on behalf
of the Company by its Chairman, a Vice Chairman, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon and attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers may be manual or facsimile.


 


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


 


(b)           At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series, executed by the Company, to the Trustee for authentication, together
with a Company Order for the 


 


17

















 


authentication and delivery of
such Debt Securities. The Trustee shall thereupon, in accordance with the
Company Order, authenticate and deliver such Debt Securities. The Trustee shall
receive, prior to the authentication and delivery of the first Debt Securities
of such series, the supplemental indenture or the Board Resolution by or
pursuant to which the form and terms of such Debt Securities have been
approved, an Officers’ Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Debt Securities
have been complied with and as to the absence of any event that is, or after
notice or lapse of time or both would become, an Event of Default and an
Opinion of Counsel stating that:


 


(1)           all instruments furnished by the
Company to the Trustee in connection with the authentication and delivery of
such Debt Securities conform to the requirements of this Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate and
deliver such Debt Securities;


 


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


 


(3)           in the event that the forms or terms
of such Debt Securities have been established in a supplemental indenture, the
execution and delivery of such supplemental indenture has been duly authorized
by all necessary corporate action of the Company, such supplemental indenture
has been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee, is a valid and binding
obligation enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and subject to such other exceptions as counsel
shall request and as to which the Trustee shall not reasonably object;


 


(4)           the execution and delivery of such
Debt Securities have been duly authorized by all necessary corporate action of
the Company and such Debt Securities have been duly executed by the Company,
and, assuming due authentication by the Trustee and delivery by the Company,
are valid and binding obligations enforceable against the Company in accordance
with their terms, entitled to the benefit of the Indenture, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law) and subject to such other exceptions as counsel shall request and as to
which the Trustee shall not reasonably object; and


 


(5)           the amount of Debt Securities
Outstanding of such series, together with the amount of such Debt Securities,
does not exceed any limit established under the terms of this Indenture on the
amount of Debt Securities of such series that may be authenticated and
delivered.


 


18

















 


If all
of the Debt Securities of a series are not to be originally issued at the same
time, then the Opinion of Counsel, Officers’ Certificate or other documents
required to be delivered pursuant to this Section 303(b) need
be delivered only once, prior to the authentication and delivery of the first
Debt Security of such series; provided, however, that any
subsequent request by the Company to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a representation
and warranty by the Company that, as of the date of such request, the
statements made in the Officers’ Certificate delivered pursuant to this Section 303(b) shall
be true and correct as if made on such date.


 


(c)           If the Company shall establish pursuant to Section 301
that the Debt Securities of a series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee shall, upon receipt by the Trustee of the Company Order authorizing
such authentication, authenticate and deliver one or more Global Securities
that (i) shall represent an aggregate amount equal to the aggregate
principal amount of the Outstanding Debt Securities of such series to be
represented by one or more Global Securities, (ii) shall be registered, if
in registered form, 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 instruction and
(iv) shall bear a legend substantially to the following effect “Unless and
until it is exchanged in whole or in part for the individual Debt Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a 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.”


 


(d)           Each Depositary designated pursuant to Section 301
for a Global Security in registered form must, at the time of its designation
and at all times while it serves as such Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and any other
applicable statute or regulation.


 


(e)           The Trustee shall not be required to authenticate any Debt
Securities if the issuance of such Debt Securities pursuant to this Indenture
will adversely affect the Trustee’s own rights, duties or immunities under the
Debt Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.


 


(f)            Each Debt Security shall be dated the date of its
authentication, except as otherwise provided pursuant to Section 301
with respect to the Debt Securities of any series.


 


(g)           No Debt Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Debt Security a certificate of authentication substantially in one of
the forms provided for herein duly executed by the Trustee or by an
Authenticating Agent by manual signature of one of its authorized officers, and
such certificate upon any Debt Security shall be 


 


19

















 


conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.


 


Section 304.           Temporary
Debt Securities.  Pending the
preparation of definitive Debt Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debt Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Debt Securities in lieu of which
they are issued, in registered form, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Debt Securities may determine, as conclusively evidenced by their execution of
such Debt Securities. Any such temporary Debt Security may be in global form,
representing all or a portion of the Outstanding Debt Securities of such
series. Every such temporary Debt Security shall be executed by the Company and
shall be authenticated and delivered by the Trustee or the Authenticating
Agent, as the case may be, upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Debt Security or Securities
in lieu of which it is issued.


 


If
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay.  After the preparation of
definitive Debt Securities of such series, the temporary Debt Securities of
such series shall be exchangeable for definitive Debt Securities of such series
upon surrender of the temporary Debt Securities of such series at the office or
agency of the Company in a Place of Payment for such series, without charge to
the Holder, except as provided in Section 305 in connection with a
transfer, and upon surrender for cancellation of any one or more temporary Debt
Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Debt
Securities of the same series of authorized denominations and of like
tenor.  Until so exchanged, temporary
Debt Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series.


 


Upon
any exchange of a portion of a temporary Global Security for a definitive
Global Security or for the individual Debt Securities represented thereby
pursuant to this Section 304 or Section 305, the
temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal
amount of such temporary Global Security shall be reduced for all purposes by
the amount so exchanged and endorsed.


 


Section 305.           Registration,
Transfer and Exchange.  (a) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register for each series of Registered Securities (the registers maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers and exchanges of
Registered Securities and the address at which notice and demand to or upon the
Company in respect of this Indenture 


 


20

















 


and the Debt Securities may be served by the Holders
of Debt Securities.  HSBC Bank USA,
National Association is hereby appointed “Security Registrar” for the purpose
of registering Registered Securities and registering transfers and exchanges of
Registered Securities as herein provided; provided, however, that
the Company may appoint co-Security Registrars. Such Security Register shall be
in written form or in any other form capable of being converted into written
form within a reasonable period of time. At all reasonable times the Security
Register shall be open for inspection by the Company or the Trustee.


 


Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency of the Company maintained for such purpose, the Company
shall execute, and the Trustee or any Authenticating Agent shall authenticate
and deliver, in the name of the designated transferee, one or more new
Registered Securities of the same series of any authorized denomination or
denominations of like tenor and aggregate principal amount, bearing a number
not contemporaneously Outstanding and containing identical terms and
provisions.


 


Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for the individual Debt Securities represented thereby, a Global
Security representing all or a portion of the Debt 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.


 


At the
option of the Holder, Registered Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Registered
Securities of the same series of any authorized denomination or denominations
of like tenor and aggregate principal amount containing identical terms and
conditions, upon surrender of the Registered Securities to be exchanged at the
office or agency of the Company maintained for such purpose.


 


Whenever
any Debt Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Debt Securities that the
Holder making the exchange is entitled to receive.


 


(b)           If at any time the Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Debt Securities of such series or if at any time the
Depositary for the Debt Securities of such series shall no longer be eligible
under Section 303(d), the Company shall appoint a successor
Depositary with respect to the Debt Securities of such series. If a successor
Depositary for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of individual Debt
Securities of such series, will authenticate and deliver, individual Debt
Securities of such series in an aggregate principal amount 


 


21

















 


equal to the principal amount of
the Global Security or Securities representing Debt Securities of such series
in exchange for such Global Security or Securities.


 


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


 


If specified by the Company pursuant to Section 301
with respect to a series of Debt Securities, the Depositary for such series of
Debt Securities may surrender a Global Security for such series of Debt
Securities in exchange in whole or in part for individual Debt Securities of
such series on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,


 


(i)       to each
Person specified by such Depositary a new individual Debt Security or
Securities of the same series, of any authorized denomination as requested by
such Person in 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 individual Debt Securities delivered to Holders
thereof.


 


In any
exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee will authenticate and deliver individual Debt
Securities in registered form in authorized denominations.


 


Upon
the exchange of a Global Security for individual Debt Securities, such Global
Security shall be canceled by the Trustee. Individual Registered Securities
issued in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the 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 Registered Securities to the Persons in whose names such
Registered Securities are so registered.


 


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


 


22














 


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


 


No
service charge will be made for any transfer or exchange of Debt Securities
except as provided in Section 304 or Section 306. The
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration,
transfer or exchange of Debt Securities, other than those expressly provided in
this Indenture to be made at the Company’s own expense or without expense or
without charge to the Holders.


 


The
Company or the Trustee, as applicable, shall not be required (i) to
register, transfer or exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before the day of the transmission
of a notice of redemption of Debt Securities of such series selected for
redemption under Section 1303 and ending at the close of business
on the day of such transmission, or (ii) to register, transfer or exchange
any Debt Security so selected for redemption in whole or in part, except the
unredeemed portion of any Debt Security being redeemed in part.


 


Section 306.           Mutilated,
Destroyed, Lost and Stolen Debt Securities. 
If (i) any mutilated Debt Security is surrendered to the Trustee at
its Corporate Trust Office or (ii) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Debt
Security, and there is delivered to the Company and the Trustee such security
or indemnity as may be required by them to save each of them and any Paying
Agent harmless, and neither the Company nor the Trustee receives notice that
such Debt Security has been acquired by a bona fide purchaser, then the Company
shall execute and upon Company Request the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debt Security, a new Debt Security of the same series of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding.


 


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


 


Upon
the issuance of any new Debt Security under this Section 306, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every
new Debt Security of any series issued pursuant to this Section 306
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt Security shall be at any time
enforceable by anyone, 


 


23

















 


and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series duly
issued hereunder.


 


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


 


Section 307.           Payment
of Interest; Interest Rights Preserved. 
(a) Interest on any Registered Security that is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the Regular
Record Date.  Payment of interest on
Registered Securities shall be made at the Corporate Trust Office (except as
otherwise specified pursuant to Section 301) or, at the option of
the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or, if provided pursuant to Section 301
and in accordance with arrangements satisfactory to the Trustee, at the option
of the Registered Holder, by wire transfer to an account designated by the
Registered Holder.


 


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


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each such Registered Security and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to the Holders of such Registered
Securities at their 


 


24

















 


addresses as they
appear in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Registered Securities
(or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).


 


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


 


(c)           Subject
to the foregoing provisions of this Section 307, each Debt Security
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Debt Security shall carry the rights to interest accrued and
unpaid, and to accrue, that were carried by such other Debt Security.


 


Section 308.           Cancellation.  Unless otherwise specified pursuant to Section 301
for Debt Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder that the Company
may have acquired in any manner whatsoever, and all Debt Securities so
delivered shall be promptly canceled by the Trustee. No Debt Securities shall
be authenticated in lieu of or in exchange for any Debt Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Debt Securities held by the Trustee shall be returned to the Company.
The acquisition of any Debt Securities by the Company shall not operate as a
redemption or satisfaction of the indebtedness represented thereby unless and
until such Debt Securities are surrendered to the Trustee for cancellation.


 


Section 309.           Computation
of Interest.  Except as otherwise
specified pursuant to Section 301 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


Section 310.           CUSIP
Numbers.  The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Debt
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Debt
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in
writing of any change in the “CUSIP” numbers.


 


25

















 


Section 311.           Persons
Deemed Owners.  The Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest, if any, on,
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or upon his order, shall be valid,
and, to the extent of the sum or sums paid, effectual to satisfy and discharge
the liability for moneys payable upon such Debt Security.


 


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


 


Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary, as a Holder, with respect to such Global Security
or impair, as between such Depositary and owners of beneficial interests in
such Global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
Global Security.


 


Section 312.           Currency
of Payments in Respect of Securities. 
(a) Except as otherwise specified pursuant to Section 301
for Registered Securities of any series, payment of the principal of and
premium, if any, and interest on Registered Securities of such series will be
made in Dollars.


 


(b)           For
purposes of any provision of Indenture where the Holders of Outstanding Debt
Securities may perform an action that requires that a specified percentage of
the Outstanding Debt Securities of all series perform such action and for
purposes of any decision or determination by the Trustee of amounts due and
unpaid for the principal of and premium, if any, and any interest on the Debt
Securities of all series in respect of which moneys or other property are to be
disbursed ratably, the principal of and premium, if any, and any interest on
the Outstanding Debt Securities denominated in a Foreign Currency will be the
amount in Dollars based upon exchange rates, determined as specified pursuant
to Section 301 for Debt Securities of such series, as of the date
for determining whether the Holders entitled to perform such action have
performed it or as of the date of such decision or determination by the Trustee,
as the case may be.


 


(c)           Any
decision or determination to be made regarding exchange rates shall be made by
an agent appointed by the Company; provided, that such agent shall accept such
appointment in writing and the terms of such appointment shall, in the opinion
of the Company at the time of such appointment, require such agent to make such
determination by a method consistent with the method provided pursuant to Section 301



 


26





















 


for the making of
such decision or determination. All decisions and determinations of such agent
regarding exchange rates shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of the Debt Securities.


 


ARTICLE IV



SATISFACTION AND DISCHARGE


 


Section 401.           Satisfaction and Discharge of
Indenture.  This Indenture, with
respect to the Debt Securities of any series (if all series issued under this
Indenture are not to be affected) shall, upon Company Order, cease to be of
further effect (except as to any surviving rights of registration of transfer
or exchange of such Debt Securities herein expressly provided for and rights to
receive payments of principal of (and premium, if any) and interest on such
Debt Securities) and the Trustee, upon receipt of a Company Order and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1)           either


 


(A)          all
Debt Securities of such series theretofore authenticated and delivered (other
than (i) Debt Securities of such series that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 306
and (ii) Debt Securities of such series for whose payment money,
securities, commodities, other property or a combination thereof, as specified
pursuant to Section 301 has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1204) have
been delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Debt Securities for principal (and premium, if any) 


 


27

















 


and interest to the date of such deposit (in the case of Debt
Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the
event a petition for relief under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law, is filed with respect to the Company within 91
days after the deposit and the Trustee is required to return the moneys then on
deposit with the Trustee to the Company, the obligations of the Company under
this Indenture with respect to such Debt Securities shall not be deemed
terminated or discharged;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the
Company to any Authenticating Agent under Section 614, and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section 401, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1203
shall survive.


 


Section 402.           Application
of Trust Money.  Subject to Section 607
and the provisions of the last paragraph of Section 1203, all
money, securities, commodities, other property or combination thereof deposited
with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, or of the principal (and premium,
if any) and interest for whose payment such money has been deposited with or
received by the Trustee, except that such money or other property need not be
segregated from other funds except to the extent required by applicable law.


 


Section 403.           Indemnity.  The Company shall pay and indemnify the
Trustee and the Holders of Debt Securities of any series as to which the
Company’s obligations under this Indenture have terminated against any tax, fee
or other charge resulting from the deposit of cash or other property in
accordance with Section 401 and termination of the Company’s
obligations under this Indenture with respect to the Debt Securities of such
series.


 


28

















 


ARTICLE V



REMEDIES


 


Section 501.           Events
of Default.  “Event of Default”
wherever used herein with respect to Debt Securities of any series means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of
law, pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


 


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


 


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


 


(3)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section 501
specifically dealt with or which expressly has been included in this Indenture
solely for the benefit of Debt Securities of a series other than such series)
or established in or pursuant to the Board Resolution or supplemental
indenture, as the case may be, pursuant to which the Debt Securities of such
series were issued as contemplated by Section 301, and continuance
of such default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Debt Securities of such series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or


 


(4)           the
entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 90 consecutive
days; or


 


(5)           the
commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or the consent by it to the entry
of an order for relief in an involuntary case under any such law or to the appointment
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its 


 


29





















 


property, or the making by it of an assignment for the benefit of its
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any action; or


 


(6)           default under any bond, debenture, note,
mortgage, indenture, other instrument or other evidence of Indebtedness for
Money Borrowed in an aggregate principal amount exceeding $5,000,000 by the
Company or the Bank or its successors (including a default with respect to Debt
Securities of another series) under the terms of the instrument or instruments
by or under which such indebtedness is evidenced, issued or secured, which
default results in the acceleration of such indebtedness, if such acceleration
is not rescinded or annulled, or such indebtedness is not discharged, within 10
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series
a written notice specifying such default and requiring the Company to cause
such acceleration to be rescinded or annulled or cause such indebtedness to be
discharged and stating that such notice is a “Notice of Default” hereunder; or


 


(7)           any
other Event of Default provided with respect to Debt Securities of that series
pursuant to Section 301.


 


Section 502.           Acceleration
of Maturity; Rescission and Annulment.  If an Event of Default with respect to Debt
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of Outstanding Debt Securities of such series may declare the principal
amount (or, if any Debt Securities of such series are Discount Securities or
Indexed Securities, such portion of the principal amount of such Discount
Securities or Indexed Securities as may be specified in the terms of such
Discount Securities) of and all accrued but unpaid interest on all the Debt
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and interest shall
become immediately due and payable. Upon payment of such amounts, all
obligations of the Company in respect of the payment of principal of and
interest on the Debt Securities of such series shall terminate.


 


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


 


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


 


30





















 


(A)          all
overdue installments of interest on all Debt Securities of such series,


 


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


 


(C)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest on each Debt Security at the rate or rates prescribed
therefor in such Debt Securities, and


 


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


 


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


 


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


 


For
all purposes under this Indenture, if a portion of the principal of any
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 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 Discount Securities.


 


Section 503.           Collection of Indebtedness and
Suits for Enforcement by Trustee.  The
Company covenants that if:


 


(1)           default
is made in the payment of any installment of interest on any Debt Security of
any series when such interest becomes due and payable and such default
continues for a period of 30 days, or


 


(2)           default
is made in the payment of the principal of (or premium, if any, on) any Debt
Security of any series at the Maturity thereof, the Company will, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of such Debt
Securities of such series, the entire amount then due and payable on such Debt
Securities, for the principal (and premium, if any) and interest, if any, and
interest upon the overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon 


 


31





















 


overdue
installments of interest, at the rate or rates prescribed therefor in such Debt
Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


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


 


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


 


Section 504.           Trustee May File Proofs of
Claim.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, relative to the Company or any other obligor upon the
Debt Securities, of a particular series or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of such Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


 


(i)       to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Debt Securities of such 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 the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of such Debt Securities allowed in such judicial proceeding, and


 


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


 


32














 


and any receiver,
assignee, trustee, custodian, liquidator, sequestrator (or other similar
official) in any such proceeding is hereby authorized by each such Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to such Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 607.


 


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


 


Section 505.                                Trustee
May Enforce Claims Without Possession of Debt Securities.  All rights of action and claims under this
Indenture or the Debt Securities of any series may be prosecuted and enforced
by the Trustee without the possession of any of such Debt Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name, as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Debt Securities in respect of which such judgment has been recovered.


 


Section 506.                                Application
of Money Collected.  Any money
collected by the Trustee pursuant to this Article V shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money or other property on account of
principal (and premium, if any) or interest, upon presentation of the Debt
Securities of any series in respect of which money or other property has been
collected and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


 


First,
to the payment of all amounts due the Trustee under Section 607;


 


Second,
to the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the Debt Securities of such series, in respect
of which or for the benefit of which such money or other property has been
collected ratably, without preference or priority of any kind, according to the
amounts due and payable on such Debt Securities for principal (and premium, if
any) and interest, respectively; and


 


Third,
the balance, if any, to the Person or Persons entitled thereto.


 


Section 507.                                Limitation
on Suits.  No Holder of any Debt
Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:


 


33





















 


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


 


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


 


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


 


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


 


(5)                                  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series;


 


it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series,
or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 507,
each and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.


 


Section 508.                                Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision of this
Indenture, the Holder of any Debt Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on the
respective Stated Maturity or Maturities expressed in such Debt Security (or,
in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment and interest thereon, and such right shall
not be impaired without the consent of such Holder.


 


Section 509.                                Restoration
of Rights and Remedies.  If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


34

















 


Section 510.                                Right
and Remedies Cumulative.  Except as
otherwise expressly provided elsewhere in this Indenture, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


Section 511.                                Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder to exercise any right or remedy accruing
upon any Default shall impair any such right or remedy or constitute a waiver
of any such Default or any acquiescence therein. Every right and remedy given
by this Indenture or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


Section 512.                                Control by Holders.  The Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series; provided
that:


 


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


 


(2)                                  subject
to the provisions of Section 601, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by
a Responsible Officer or Responsible Officers of the Trustee, determine that
the proceeding so directed might result in personal liability or would be
unjustly prejudicial to the Holders of Debt Securities of such series not
joining in any such direction; and


 


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


 


Section 513.                                Waiver
of Past Defaults.  The Holders of not
less than a majority in principal amount of the Outstanding Debt Securities of
any series may on behalf of the Holders of all the Debt Securities of any such
series waive any past default hereunder with respect to such series and its
consequences, except a default


 


(1)                                  in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, or


 


(2)                                  in
respect of a covenant or provision hereof that under Article XI
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected.


 


35

















 


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


 


Section 514.                                Undertaking
for Costs.  All parties to this
Indenture agree, and each Holder of any Debt Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, 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 514
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder or group of Holders holding in the aggregate more than 10% in
principal amount of the Outstanding Debt Securities of any series, or to any
suit instituted by any Holder of a Debt Security for the enforcement of the
payment of the principal of (or premium, if any) or interest on such Debt
Security on or after the respective Stated Maturity or Maturities expressed in
such Debt Security (or, in the case of redemption, on or after the Redemption
Date).


 


Section 515.                                Waiver
of Stay or Extension Laws.  The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


ARTICLE VI


 


THE TRUSTEE


 


Section 601.                                Certain
Duties and Responsibilities.  (a) With
respect to Debt Securities of any series, except during the continuance of an
Event of Default with respect to the Debt Securities of such series,


 


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


 


(2)                                  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon an Officers’ Certificate or Opinion of Counsel or any other
certificates or opinions furnished to the Trustee and conforming to the 


 


36





















 


requirements of
this Indenture; but in the case of any Officers’ Certificate or Opinion of
Counsel or any other such certificates or opinions which by any provisions
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)                                 In
case an Event of Default with respect to Debt Securities of any series has
occurred and is continuing, the Trustee shall, with respect to the Debt
Securities of such series, exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


 


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


 


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


 


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


 


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


 


(4)                                  the
Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(d)                                 Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 601.


 


Section 602.                                Notice of Defaults.  Within 90 days after the occurrence of any
default hereunder with respect to Debt Securities of any series, the Trustee
shall by the pertinent methods provided in Section 105 give notice
to all Holders of Debt Securities of such series of each default hereunder
known to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of default in the payment of the
principal of (or premium, if any) or interest on any Debt Security of such
series, the Trustee shall be protected in withholding such notice if and so 


 


37

















 


long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series; provided further that in the
case of any default of the character specified in Section 501(3) with
respect to Debt Securities of such series no such notice to Holders shall be
given until at least 60 days after the occurrence thereof and provided
further that the Trustee shall not be deemed to have knowledge of an Event of
Default unless either (A) a Responsible Officer of the Trustee assigned to
the Trustee’s Corporate Trust Administration Department shall have actual
knowledge of such default or (B) the Trustee shall have received written
notice thereof from the Company or from any Holder, or, with respect to an
Event of Default pursuant to Section 501(6), from the holder of any
indebtedness referred to in Section 501(6) or from the trustee
under any mortgage, indenture or other instrument referred to in Section 501(c).
For the purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Debt Securities of such series.


 


Section 603.                                Certain
Rights of Trustee.  Except as
otherwise provided in Section 601:


 


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


 


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


 


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


 


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


 


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


 


38





















 


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


 


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


 


(h)                                 the
Trustee shall not be 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;


 


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


 


(j)                                     the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person appointed to act hereunder in accordance
with the terms hereof.


 


Section 604.                                Not
Responsible for Recitals or Issuance of Debt Securities.  The recitals contained herein and in the Debt
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, of the Debt Securities of any series or to any
prospectus relating to the series of Debt Securities. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or
the proceeds thereof.


 


Section 605.                                May Hold
Debt Securities.  The Trustee, any
Paying Agent, the Security Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities, and, subject to Sections 310(a)(5), 310(b) and
311 of the Trust Indenture Act, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.


 


Section 606.                                Money
Held in Trust.  Money or other
property held by the Trustee or any Paying Agent (except the Company) in trust
hereunder need not be segregated from other funds except to the extent required
by law. Neither the Trustee nor 


 


39

















 


any Paying Agent shall be under any liability for
interest on any money or other property received by it hereunder except as
otherwise agreed in writing with the Company.


 


Section 607.                                Compensation
and Reimbursement.  The Company
agrees:


 


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


 


(2)                                  to
reimburse the Trustee in Dollars upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or willful
misconduct; and


 


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


 


When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Sections 501(4) and 501(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar laws.


 


As security for
the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Debt Securities, upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the payment of amounts due on the Debt Securities.


 


The obligations of
the Company under this Section 607 to compensate and indemnify the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness under this Indenture and shall survive the satisfaction and
discharge of this Indenture.


 


Section 608.                                Disqualification,
Conflicting Interests.  (a) The
Trustee shall comply with TIA ss. 310(b); provided, however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA ss. 310(b)(1) are
met.


 


40





















 


(b)                                 If
Section 310(b) of the Trust Indenture Act is amended at any
time after the date of this Indenture to change the circumstances under which a
Trustee shall be deemed to have a conflicting interest with respect to the Debt
Securities of any series or to change any of the definitions in connection
therewith, this Section 608 shall be automatically amended to
incorporate such changes.


 


Section 609.                                Corporate Trustee
Required, Eligibility.  There shall
at all times be a Trustee hereunder that shall be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority and having its Corporate Trust Office or an agency in New York, New York;
provided, however, that if Section 310(a) of the
Trust Indenture Act or the rules and regulations of the Commission under
the Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an
indenture qualified under the Trust Indenture Act, this Section 609
shall be automatically amended to permit a corporation organized and doing
business under the laws of any such other jurisdiction to serve as Trustee
hereunder. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall comply with Section 310(a)(5) of the
Trust Indenture Act. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


Section 610.                                Resignation
and Removal, Appointment of Successor. 
(a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee under Section 611.


 


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


 


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


 


41





















 


(d)                                 If
at any time:


 


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


 


(2)                                  the
Trustee shall cease to be eligible under Section 609 with respect
to the Debt Securities of any series and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Debt Security of such series for at least six months, or


 


(3)                                  the
Trustee shall become incapable of acting or a decree or order for relief by a
court having jurisdiction in the premises shall have been entered in respect of
the Trustee in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law; or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trustee or of its property or affairs, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation, winding up or liquidation, or


 


(4)                                  the
Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action,


 


then, in any such
case, (i) the Company by a Board Resolution may remove the Trustee with
respect to all Debt Securities, or (ii) subject to Section 514,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee for the Debt Securities of
such series.


 


(e)                                  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Debt Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Debt
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt Securities of one or more or
all of such series and that at any time there shall be only one Trustee with
respect to the Debt Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one


 


42














 


year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debt Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or
the Holders of such series and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


 


(f)                                    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Debt Securities of any series and each appointment of a
successor Trustee with respect to the Debt Securities of any series in the
manner and to the extent provided in Section 105 to the Holders of
Debt Securities of such series. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.


 


Section 611.                                Acceptance
of Appointment by Successor.  (a) In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, each such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 607.


 


(b)                                 In
case of the appointment hereunder of a successor Trustee with respect to the
Debt Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Debt Securities of one
or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of 


 


43





















 


the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of any such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.


 


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


 


(d)                                 No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.


 


Section 612.                                Merger, Conversion,
Consolidation or Succession to Business. 
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided
that such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.


 


Section 613.                                Preferential
Collection of Claims Against Company. 
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debt Securities of a series), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


 


44

















 


Section 614.                                Appointment
of Authenticating Agent.  As long as
any Debt Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint an authenticating agent (the “Authenticating Agent”) which shall be
authorized to act on behalf of the Trustee to authenticate Debt Securities of
such series issued upon exchange, registration of transfer, partial redemption
or pursuant to Section 306. Debt Securities of each such series
authenticated by such Authenticating Agent shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if authenticated
by such Trustee. Wherever reference is made in this Indenture to the
authentication and delivery of Debt Securities of any series by the Trustee for
such series or to the Trustee’s Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
for such series by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of such Trustee by such Authenticating Agent
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $10,000,000 (determined as provided in
Section 609 with respect to the Trustee) and subject to supervision
or examination by Federal or State authority.


 


Any corporation
into which any Authenticating Agent may be merged or converted, or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all the corporate agency
business or corporate trust business of any Authenticating Agent, shall
continue to be the Authenticating Agent with respect to all series of Debt
Securities for which it served as Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trustee for such
series or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the applicable Trustee and to the Company.


 


Upon receiving
such a notice of resignation, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 614
with respect to one or more of all series of Debt Securities, the Trustee for
such series shall upon Company Request appoint a successor Authenticating
Agent, and the Company shall provide notice of such appointment to all Holders
of Debt Securities of such series in the manner and to the extent provided in Section 105.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as
Authenticating Agent. The Company agrees to pay to the Authenticating Agent for
such series from time to time reasonable compensation including reimbursement
of its reasonable expenses for its services. The Authenticating Agent for the
Debt Securities of any series shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee for such series.


 


45

















 


ARTICLE VII


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


Section 701.                                Company
to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee with respect to Registered Securities of each series
for which it acts as Trustee:


 


(a)                                  semiannually,
not later than 15 days after the Regular Record Date for interest for each
series of Debt Securities, of each year, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Registered Holders as
of the Regular Record Date, respectively; and


 


(b)                                 at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished;


 


provided, however, that if
and so long as the Trustee shall be the Security Registrar, no such list need
be furnished.


 


Section 702.                                Preservation
of Information; Communication to Holders. 
(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided
in Section 701, received by it in the capacity of Paying Agent or
Security Registrar (if so acting) hereunder, and filed with it within the two
preceding years pursuant to Section 704(2).


 


The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished,
destroy any information received by it as Paying Agent or Security Registrar
(if so acting) hereunder upon delivering to itself as Trustee, not earlier than
45 days after an Interest Payment Date, a list containing the names and
addresses of the Holders obtained from such information since the delivery of
the next previous list, if any, destroy any list delivered to itself as Trustee
which was compiled from information received by it as Paying Agent or Security
Registrar (if so acting) hereunder upon the receipt of a new list so delivered,
and destroy not earlier than two years after filing, any information filed with
it pursuant to Section 704(2).


 


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


 


46

















 


(i)                                     afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 702(a), or


 


(ii)                                  inform
such applicants as to the approximate number of Holders of Debt Securities of
such series or of all Debt Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, specified in
such application.


 


If the Trustee
shall elect not to afford such applicants access to such information, the
Trustee shall, upon written request of such applicants, mail to the Holders of
Debt Securities of such series or all Holders, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Debt Securities of such series or all Holders, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Holders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.


 


(c)                                  Every
Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Paying
Agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).


 


Section 703.                                Reports
by Trustee.  (a) The Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within sixty days after each May 15
following the date of this Indenture deliver to 


 


47

















 


Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).


 


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


 


Section 704.                                Reports
by Company.  The Company will:


 


(1)                                  file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it
will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be required from time to time in such rules and
regulations;


 


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


 


(3)                                  transmit
to all Holders of Debt Securities, in the manner and to the extent provided in Section 703,
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section 704 as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


ARTICLE VIII


 


CONCERNING THE HOLDERS


 


Section 801.                                Acts
of Holders.  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent or proxy duly appointed in writing, and, except as
herein otherwise expressly provided, such action 


 


48

















 


shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or
proxy appointed in writing, or (b) by the record of Holders voting in
favor thereof at any meeting of such Holders duly called and held in accordance
with the provisions of Article IX, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of
Holders.


 


Section 802.                                Proof
of Ownership; Proof of Execution of Instruments by Holders.  The ownership of Registered Securities of any
series shall be proved by the Security Register for such series or by a
certificate of the Security Registrar for such series.


 


Subject to the
provisions of Sections 601, 603 and 905, proof of the
execution of a writing appointing an agent or proxy and of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient and conclusive
in favor of the Trustee and the Company if made in the following manner:


 


The fact and date
of the execution by any such person of any instrument may be proved by the
certificate of any notary public or other officer authorized to take acknowledgment
of deeds, that the person executing such instrument acknowledged to him the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer. Where such execution is by an
officer of a corporation or association or a member of a partnership on behalf
of such corporation, association or partnership, as the case may be, or by any
other person acting in a representative capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.


 


The record of any
Holders’ meeting shall be proved in the manner provided in Section 906.


 


The Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section so long as the request is a reasonable one.


 


If the Company
shall solicit from the Holders of Debt Securities of any series any Act, the
Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders of Registered Securities entitled to take such
Act, but the Company shall have no obligation to do so. Such record date shall
be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than
the date such solicitation is completed.


 


49

















 


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


 


Section 803.                                Revocation
of Consents; Future Holders Bound. 
At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 801, of the taking of any Act by the Holders of
the percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 802,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders of such Debt Security and
of any Debt Securities issued on transfer or in lieu thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or such other Debt Securities.


 


ARTICLE IX


 


HOLDERS’ MEETINGS


 


Section 901.                                Purposes
of Meetings.  A meeting of Holders of
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article IX for any of the following
purposes:


 


(1)                                  to
give any notice to the Company or to the Trustee for such series, or to give
any directions to the Trustee for such series, or to consent to the waiving of
any default hereunder and its consequences, or to take any other action
authorized to be taken by Holders pursuant to any of the provisions of Article V;


 


(2)                                  to
remove the Trustee for such series and appoint a successor Trustee pursuant to
the provisions of Article VI;


 


(3)                                  to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 1102; or


 


(4)                                  to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Outstanding Debt Securities of
any one or more or all series, as the case may be, under any other provision of
this Indenture or under applicable law.


 


Section 902.                                Call
of Meetings by Trustee.  The Trustee
for any series may at any time call a meeting of Holders of such series to take
any action specified in 


 


50

















 


Section 901, to be held at such
time or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders of any series, setting forth
the time and place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given to Holders of such series in the
manner and to the extent provided in Section 105. Such notice shall
be given not less than 20 days or more than 90 days prior to the date fixed for
the meeting.


 


Section 903.                                Call
of Meetings by Company or Holders. 
In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in aggregate principal amount of the Outstanding Debt
Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or
all such series by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
given the notice of such meeting within 20 days after the receipt of such
request, then the Company or such Holders may determine the time or times and
the place or places for such meetings and may call such meetings to take any
action authorized in Section 901, by giving notice thereof as
provided in Section 902.


 


Section 904.                                Qualifications
for Voting.  To be entitled to vote
at any meeting of Holders of any series a Person shall be (a) a Holder of
a Debt Security of the series with respect to which such meeting is being held
or (b) a Person appointed by an instrument in writing as agent or proxy by
such Holder. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee for the series with
respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.


 


Section 905.                                Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee for any series may make such reasonable regulations as
it may deem advisable for any meeting of Holders of Debt Securities of such
series, in regard to proof of the holding of Debt Securities of such series and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.


 


The Trustee shall,
by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders of such
series as provided in Section 903, in which case the Company or the
Holders calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by a majority vote of the meeting.


 


Subject to the provisos in the definition of “Outstanding,”
at any meeting each Holder of a Debt Security of the series with respect to
which such meeting is being held or proxy therefor shall be entitled to vote in
such manner so that whether the specified percentage required for any Act has
been voted may be calculated by the inspectors; provided, however,
that no vote shall be cast or counted at any meeting in 


 


51

















 


respect
of any Debt Security challenged as not Outstanding and ruled by the chairman of
the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Outstanding Debt Securities of such
series held by him or instruments in writing duly designating him as the Person
to vote on behalf of other Holders of Debt Securities of such series. At any
meeting of Holders duly called pursuant to the provisions of Section 902
or 903 the presence of Persons holding or representing Debt Securities
in an aggregate principal amount sufficient to take action upon the business
for the transaction of which such meeting was called shall be necessary to
constitute a quorum, and any such meeting may be adjourned from time to time by
a majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.


 


Section 906.                                Voting.  The vote upon any resolution submitted to any
meeting of Holders with respect to which such meeting is being held shall be by
written ballots on which shall be subscribed the signatures of such Holders or
of their representatives by proxy and the serial number or numbers of the Debt
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was transmitted as provided in Section 902.
The record shall show the serial numbers of the Debt Securities voting in favor
of or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee.


 


Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


Section 907.                                No
Delay of Rights by Meeting.  Nothing
in this Article IX contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any
rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of the
Indenture or of the Debt Securities of any series.


 


ARTICLE X


 


CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE


 


Section 1001.                          Company
May Consolidate, etc., Only on Certain Terms.  The Company shall not consolidate with or
merge into any other corporation or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless:


 


52














 


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


 


(2)           immediately
after giving effect to such transaction and treating any indebtedness that
becomes an obligation of the Company as a result of such transaction as having
been incurred by the Company at the time of such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; and


 


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


 


Section 1002.         Successor
Corporation Substituted.  Upon any
consolidation with or merger into any other corporation, or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 1001, the successor corporation
formed by such consolidation or into which the Company 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 Company under this
Indenture with the same effect as if such successor corporation had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Debt Securities.


 


Section 1003.         Opinion
of Counsel.  The Trustee shall
receive and, subject to Sections 601 and 603, shall be
protected in relying upon an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article X.


 


ARTICLE XI



SUPPLEMENTAL INDENTURES


 


Section 1101.         Supplemental
Indentures Without Consent of Holders. 
Without the consent of any Holders, the Company, when authorized by a
Board 


 


53

















 


Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1)           to
evidence the succession of another corporation to the Company and the
assumption by such successor of the covenants of the Company herein and in the
Debt Securities contained; or


 


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


 


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


 


(4)           to change or eliminate any
restrictions on the payment of principal of (or premium, if any, on) Registered
Securities, provided that any such action shall not adversely affect the
interests of the Holders of Debt Securities of any series in any material
respect, or to permit or facilitate the issuance of Debt Securities of any
series in uncertificated form; or


 


(5)           to
change or eliminate any of the provisions of this Indenture, provided that
any such change or elimination shall become effective only when there is no
Outstanding Debt Security of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision and as
to which such supplemental indenture would apply; or


 


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


 


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


 


(8)           to
evidence any changes to Section 608 or 609 permitted by the
terms thereof; or


 


(9)           to
add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act, provided such action shall not adversely affect the interests of the
Holders of the Debt Securities of any series in any material respect; or


 


54





















 


(10)         to
cure any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
that shall not be inconsistent with any provision of this Indenture, provided
such other provisions shall not adversely affect the interests of the Holders
of Outstanding Debt Securities of any series created prior to the execution of
such supplemental indenture in any material respect.


 


Section 1102.         Supplemental
Indentures With Consent of Holders. 
With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental indenture voting separately, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Debt
Security of each such series affected thereby,


 


(1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debt Security, or reduce the principal amount thereof or the
rate or amount of interest thereon or any premium payable upon redemption thereof,
or reduce the amount of the principal of a Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502 or the amount provable in bankruptcy pursuant to Section 504,
or adversely affect any right of repayment at the option of any Holder of any
Debt Security, or change any Place of Payment where, or the currency or other
property in which, any Debt Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the Redemption Date or
Repayment Date, as the case may be); or


 


(2)           reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture; or


 


(3)           modify
any of the provisions of this Section 1102, Section 513
or Section 1205, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Debt Security
affected thereby; provided, however, that this clause shall not
be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and 


 


55





















 


concomitant changes in this Section 1102 and Section 1205,
or the deletion of this proviso, in accordance with the requirements of Sections
611 and 1101(7).


 


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


 


A
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture with respect to one or more particular series of
Debt Securities, or that modifies the rights of the Holders of Debt Securities
of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Debt
Securities of any other series.


 


Section 1103.         Execution
of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article XI or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and
(subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise
in a material way.


 


Section 1104.         Effect
of Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article XI, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Debt Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


 


Section 1105.         Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article XI shall
conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 1106.         Reference
in Debt Securities to Supplemental Indentures.  Debt Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to
this Article XI may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Debt Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debt Securities of such series.


 


Section 1107.         Notice
of Supplemental Indenture.  Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to Section 1102, the Company shall transmit to
the Holders of Debt Securities of any series affected thereby a notice setting
forth the substance of such supplemental indenture.


 


56

















 


ARTICLE XII



COVENANTS


 


Section 1201.         Payment
of Principal, Premium and Interest. 
The Company covenants and agrees for the benefit of each series of Debt
Securities, that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Debt Securities in accordance with the terms of the
Debt Securities and this Indenture.


 


Section 1202.         Maintenance
of Office or Agency.  The Company
will maintain in each Place of Payment for any series of Debt Securities an
office or agency where Debt Securities may be presented or surrendered for
payment, where Debt Securities of such series may be surrendered for transfer
or exchange and where notices and demands to or upon the Company in respect of
the Debt Securities of such series and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.


 


The
Company may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency.


 


Section 1203.         Money
for Debt Securities; Payments To Be Held in Trust.  If the Company shall at any time act as its
own Paying Agent with respect to any series of Debt Securities, it will, on or
before each due date of the principal of (and premium, if any) or interest on
any of the Debt Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.


 


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


 


57

















 


The
Company will cause each Paying Agent with respect to any series of Debt Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1204, that such Paying Agent will:


 


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


 


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


 


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


 


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


 


Any
money or other property deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Debt Security of any series and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company upon Company Request, or (if then
held by the Company) shall be discharged from such trust, and the Holder of
such Debt Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money or other property, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent before being required to
make any such repayment, may at the expense of the Company cause to be
transmitted in the manner and to the extent provided by Section 105,
notice that such money or other property remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification, any unclaimed balance of such money or other property then
remaining will be repaid to the Company.


 


Section 1204.         Officers’
Certificate as to Default.  The
Company will deliver to the Trustee, on or before a date not more than four
months after the end of each fiscal year of the Company (which on the date
hereof is the calendar year) ending after the date hereof, an Officers’
Certificate (one of the signers of which shall be the principal 


 


58

















 


executive, principal financial or principal accounting
officer of the Company), stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observation of
any of the terms, provisions and conditions of this Indenture, and, if the
Company shall be in default, specifying all such defaults and the nature
thereof of which they may have knowledge. Such compliance shall be determined
without regard to periods of grace or notice requirements.


 


The
Company will deliver written notice to the Trustee promptly after any officer
of the Company has knowledge of the occurrence of any event that with the
giving of notice or the lapse of time or both would be comes an Event of
Default under Section 501(3).


 


Section 1205.         Waiver
of Certain Covenants.  The Company
may omit in any particular instance to comply, if so provided pursuant to Section 301,
with any covenant specified pursuant to Section 301 with respect to
the Debt Securities of any series if, before the time for such compliance, the
Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant shall remain in full force and effect.


 


ARTICLE XIII



REDEMPTION OF DEBT SECURITIES


 


Section 1301.         Applicability
of Article.  Debt Securities of any
series that are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified pursuant to Section 301
for Debt Securities of any series) in accordance with this Article XIII.


 


Section 1302.         Election
to Redeem; Notice to Trustee.  The
election of the Company to redeem any Debt Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities of any series pursuant to Section 1303,
the Company shall, at least 60 days prior to the giving of notice of redemption
in Section 1304 by the Company (unless a shorter period shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Debt Securities of such series to be redeemed. In case
of any redemption at the election of the Company of all of the Debt Securities
of any series, the Company shall, at least 45 days prior to the giving of
notice of redemption in Section 1304 fixed by the Company (unless a
shorter period shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date. In the case of any redemption of Debt Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Debt Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restrictions.


 


59

















 


Section 1303.         Selection
by Trustee of Debt Securities To Be Redeemed.  If less than all the Debt Securities of any
series are to be redeemed at the option of the Company, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof) of the principal
amount of Debt Securities of such series in a denomination larger than the
minimum authorized denomination for Debt Securities of such series. In any case
where more than one Registered Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.


 


The
Trustee shall promptly notify the Company in writing of the Debt Securities
selected for redemption and, in the case of any Debt Securities 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 Debt Securities shall relate, in the
case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security that has been or is to be
redeemed.


 


Section 1304.         Notice
of Redemption.  Notice of redemption
shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company, not less than 30 days and not more
than 60 days prior to the Redemption Date, to the Holders of Debt Securities of
any series to be redeemed in whole or in part pursuant to this Article XIII,
in the manner provided in Section 105. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Failure to give such notice, or any defect in such notice
to the Holder of any Debt Security of a series designated for redemption, in
whole or in part, shall not affect the sufficiency of any notice of redemption
with respect to the Holder of any other Debt Security of such series.


 


All
notices of redemption shall identify the Debt Securities to be redeemed
(including CUSIP numbers) and shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price,


 


(3)           that
Debt Securities of such series are being redeemed by the Company pursuant to
provisions contained in this Indenture or the terms of the Debt Securities of
such series or a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such redemption,


 


60





















 


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


 


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


 


(6)           the
Place or Places of Payment where such Debt Securities are to be surrendered for
payment of the Redemption Price,


 


(7)           if
any Debt Security of any series is to be redeemed in part, that on and after
the Redemption Date, upon surrender of such Debt Security, a new Debt Security
or Debt Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued or, in the case of Debt Securities providing
appropriate space for such notation, at the option of the Holder, the Trustee,
in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may
make a notation on such Debt Security of the payment of the redeemed portion
thereof.


 


Section 1305.         Deposit
of Redemption Price.  On or prior to
10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust), in immediately available
funds, an amount of money or other property in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Debt Securities of such series) sufficient to pay on the Redemption
Date the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Debt Securities or portions
thereof which are to be redeemed on that date.


 


Section 1306.         Debt
Securities Payable on Redemption Date. 
(a) Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Debt
Securities shall cease to bear interest. Upon surrender of any such Debt
Security for redemption in accordance with said notice, such Debt Security
shall be paid by the Company at the Redemption Price; provided, however,
that installments of interest that have a Stated Maturity on or prior to the
Redemption Date for such Debt Securities shall be payable according to the
terms of such Debt Securities and the provisions of Section 307.


 


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


 


61





















 


Section 1307.         Debt
Securities Redeemed in Part.  Any
Debt Security that is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Company as is
specified pursuant to Section 301 with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debt Security without
service charge, a new Debt Security or Debt Securities of the same series, of
like tenor and form, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Debt Security so surrendered; except that if a
Global Security is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered. In the case of a Debt Security providing appropriate space for
such notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.


 


ARTICLE XIV



DEFEASANCE


 


Section 1401.         Applicability
of Article.  If, pursuant to Section 301,
provision is made for the defeasance of Debt Securities of a series and if the
Debt Securities of such series are Registered Securities, then the provisions
of this Article XIV shall be applicable except as otherwise
specified pursuant to Section 301 for Debt Securities of such
series.  Defeasance provisions, if any,
for Securities denominated in a Foreign Currency may be specified pursuant to Section 301.


 


Section 1402.         Defeasance
Upon Deposit of Moneys or U.S. Government Obligations.  At the Company’s option, either (a) the
Company shall be deemed to have been Discharged (as defined below) from its
obligations with respect to Debt Securities of any series on the 91st day after
the applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 1001 with respect to
Debt Securities of any series (and, if so specified pursuant to Section 301,
any other restrictive covenant added for the benefit of such series pursuant to
Section 301) at any time after the applicable conditions set forth
below have been satisfied:


 


(1)           the
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Debt Securities of such
series (i) money in an amount, or (ii) U.S. Government Obligations
(as defined below) that through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
Business


 


62














 


Day before the due date of any payment, money in an amount or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and
(iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and (premium, if any) and
interest on, the Outstanding Debt Securities of such series on the dates such
installments of interest or principal and premium are due;


 


(2)           if
the Debt Securities of such series are then listed on the New York Stock
Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Company’s exercise of its option under this Section would
not cause such Debt Securities to be delisted;


 


(3)           no
Default or event (including such deposit) that, with notice or lapse of time,
or both, would become a Default with respect to the Debt Securities of such
series shall have occurred and be continuing on the date of such deposit;


 


(4)           the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Debt Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of the Company’s exercise
of its option under this Section and will be subject to Federal income tax
on the same amounts and in the same manner and at the same times as would have
been the case if such option had not been exercised and, in the case of the
Debt Securities of such series being Discharged, accompanied by a ruling to
that effect received from or published by the Internal Revenue Service; and


 


(5)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance under this Section 1402 have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (1) above and the related exercise of the
Company’s option under this Section 1402, registration is not
required under the Investment Company Act of 1940, as amended, by the Company
with respect to the trust funds representing such deposit or by the Trustee for
such trust funds or (ii) all necessary registrations under said Act have
been effected.


 


Notwithstanding
any other provisions of this Section 1402, such defeasance shall be
effected in compliance with any additional or substitute terms, conditions or
limitations, which may be imposed on the Company in connection therewith
pursuant to Section 301.


 


“Discharged” means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by, and
obligations under, the Debt Securities of such series and to have satisfied all
the obligations under this Indenture relating to the Debt Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of
Debt Securities of such series to receive, from the trust fund 


 


63

















 


described
in clause (1) above, payment of the principal of (and premium, if
any) and interest on such Debt Securities when such payments are due, (B) the
Company’s obligations with respect to the Debt Securities of such series under Sections 304,
305, 306, 1203 and (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder.


 


“U.S. Government Obligations” means securities
that are (i) direct obligations of the United States for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States, that, in either case
under clauses (i) or (ii), are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.


 


Section 1403.         Deposited
Moneys and U.S. Government Obligations to be Held in Trust.  All moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 1402 in respect of
Debt Securities of a series shall be held in trust and applied by it, in
accordance with the provisions of such Debt Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Debt Securities, of all sums due and to become due thereon for principal
(and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1403 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Debt Securities.


 


Section 1404.         Repayment
to Company.  The Trustee and any
Paying Agent shall promptly pay or return to the Company upon Company Request
any moneys or U.S. Government Obligations held by them at any time which, in
the opinion of a nationally recognized firm of independent public accountants
as set forth in a written certification thereof delivered to the Trustee, are
in excess of the amount which would then be required to be deposited to effect
a defeasance in accordance with this Article XIV.


 


64

















 


The
provisions of the last paragraph of Section 1203 shall apply to any
money held by the Trustee or any Paying Agent under this Article XIV
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 1402.


 


Section 1405.         Deposits
of Non-U.S. Currencies or Other Property. 
Notwithstanding the foregoing provisions of this Article XIV,
if the Debt Securities of any series are payable (a) in a Currency other
than Dollars, the Currency or the nature of the government obligations to be
deposited with the Trustee or (b) in other than or in combination with
Currency, the nature of the securities, commodities, other property or
combination thereof to be deposited with the trustee under the foregoing provisions
of this Article XIV shall be as set forth in the Officers’
Certificate or established in the supplemental indenture under which the Debt
Securities of such series are issued.


 


*              *              *


 


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


 


65

















 


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


 


 


	
   

  	
   

  	
  HSBC USA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S. Eggelhoeffer

  
	
   

  	
   

  	
   

  	
  Name: Steven R.
  Eggelhoeffer

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice
  President and 

  Head of Balance Sheet Management, 

  Americas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Blair C. Selber

  	
   

  	
   

  
	
  Name: Blair C. Selber

  	
   

  	
   

  
	
  Title: Managing Director,
  BSM

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  as Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Raymond Delli Colli

  
	
   

  	
   

  	
  Name:
  Raymond Delli Colli

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Martin Reed

  	
   

  	
   

  
	
  Name: Martin Reed

  	
   

  	
   

  
	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
   

  
						



 

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the
20th day
of March, before me personally came Steven R. Eggelhoeffer, to me known, who,
being by me duly sworn, did depose and say that he is the Executive Vice
President and Head of Balance Sheet Management, Americas of HSBC USA Inc., one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.


 


 


	
   

  	
  /s/ Lourdes R. Smart

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  Lourdes R. Smart

  



[SEAL]


 

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF QUEENS

  	
  )

  	
   

  



 


On the
19th day of March, 2009, before me personally came Raymond
Delli Colli, to me known, who, being by me duly sworn, did depose and say that
he is a Vice President of Wells Fargo Bank, National Association, one of the
banks described in and which executed the foregoing instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said bank, and that he signed his name thereto by like authority.


 


 


	
   

  	
  /s/ Robert W. Bilodeau

  
	
   

  	
  Notary Public

  



 


[SEAL]