Exhibit 4.3.1


 


ALLIANT
TECHSYSTEMS INC.


 


AND


 


THE
BANK OF NEW YORK TRUST COMPANY, N.A.,


 


as
Trustee


 


Subordinated
Debt Securities


 


INDENTURE


 


 


Dated
as of March 15, 2006


 

















 


CROSS REFERENCE SHEET *


 


Provisions of
Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939,
as amended, and the Indenture dated as of March 15, 2006 between Alliant
Techsystems Inc. and The Bank of New York Trust Company, N.A., as Trustee.


 




	
  Section

  of

  Trust Indenture Act

  	
   

  	
  Section

  of

  Indenture

  
	
  310(a)(1)

  	
   

  	
  6.10

  
	
  310(a)(2)

  	
   

  	
  6.10

  
	
  310(a)(3)

  	
   

  	
  N/A

  
	
  310(a)(4)

  	
   

  	
  N/A

  
	
  310(a)(5)

  	
   

  	
  6.10

  
	
  310(b)

  	
   

  	
  6.10

  
	
  310(c)

  	
   

  	
  N/A

  
	
  311(a)

  	
   

  	
  6.11

  
	
  311(b)

  	
   

  	
  6.11

  
	
  311(c)

  	
   

  	
  N/A

  
	
  312(a)

  	
   

  	
  4.01

  
	
  312(b)

  	
   

  	
  4.02(b)

  
	
  312(c)

  	
   

  	
  4.02(c)

  
	
  313(a)

  	
   

  	
  6.06

  
	
  313(b)

  	
   

  	
  6.06

  
	
  313(c)

  	
   

  	
  6.06

  
	
  313(d)

  	
   

  	
  6.06

  
	
  314(a)

  	
   

  	
  3.04 and 4.03

  
	
  314(b)

  	
   

  	
  N/A

  
	
  314(c)(1)

  	
   

  	
  2.04 and 14.05

  
	
  314(c)(2)

  	
   

  	
  2.04 and 14.05

  
	
  314(c)(3)

  	
   

  	
  N/A

  
	
  314(d)

  	
   

  	
  N/A

  
	
  314(e)

  	
   

  	
  14.05

  
	
  315(a)

  	
   

  	
  6.01(b)

  
	
  315(b)

  	
   

  	
  6.05

  
	
  315(c)

  	
   

  	
  6.01(a)

  
	
  315(d)

  	
   

  	
  6.01(c)

  
	
  315(e)

  	
   

  	
  5.10

  
	
  316(a)(1)(A)

  	
   

  	
  5.08

  
	
  316(a)(1)(B)

  	
   

  	
  5.09

  
	
  316(a)(2)

  	
   

  	
  N/A

  
	
  316(b)

  	
   

  	
  5.06

  
	
  316(c)

  	
   

  	
  2.07

  
	
  317(a)(1)

  	
   

  	
  5.02

  
	
  317(a)(2)

  	
   

  	
  5.02

  
	
  317(b)

  	
   

  	
  3.02 and 3.03

  
	
  318(a)

  	
   

  	
  14.07

  






 






*  This cross reference sheet shall not, for any
purpose, be deemed to be a part of the Indenture.


 


Attention should also be
directed to Section 318(c) of the Trust Indenture Act of 1939, as


 

















 


amended, which
provides that the provisions of Sections 310 through 317 of such Act are a
part of and govern every qualified indenture, whether or not physically
contained therein.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.DEFINITIONS

  	
  1

  
	
  SECTION 1.01.

  	
  Certain Terms Defined

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.SECURITIES

  	
  5

  
	
  SECTION 2.01.

  	
  Forms Generally

  	
  5

  
	
  SECTION 2.02.

  	
  Form of Trustee’s Certificate of Authentication

  	
  6

  
	
  SECTION 2.03.

  	
  Amount Unlimited; Issuable in Series

  	
  6

  
	
  SECTION 2.04.

  	
  Authentication and Delivery of Securities

  	
  8

  
	
  SECTION 2.05.

  	
  Execution of Securities

  	
  9

  
	
  SECTION 2.06.

  	
  Certificate of Authentication

  	
  10

  
	
  SECTION 2.07.

  	
  Denomination and Date of Securities; Payments of Interest

  	
  10

  
	
  SECTION 2.08.

  	
  Registration, Registration of Transfer and Exchange

  	
  11

  
	
  SECTION 2.09.

  	
  Mutilated, Defaced, Destroyed, Lost and Stolen Securities

  	
  12

  
	
  SECTION 2.10.

  	
  Cancellation of Securities

  	
  13

  
	
  SECTION 2.11.

  	
  Temporary Securities

  	
  13

  
	
  SECTION 2.12.

  	
  Securities in Global Form

  	
  13

  
	
  SECTION 2.13.

  	
  CUSIP Numbers

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.COVENANTS OF THE COMPANY

  	
  15

  
	
  SECTION 3.01.

  	
  Payment of Principal and Interest

  	
  15

  
	
  SECTION 3.02.

  	
  Offices for Payment, Etc.

  	
  15

  
	
  SECTION 3.03.

  	
  Paying Agents

  	
  15

  
	
  SECTION 3.04.

  	
  Officers’ Certificate

  	
  16

  
	
  SECTION 3.05.

  	
  Calculation of Original Issue Discount

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.HOLDERS’ LISTS AND REPORTS BY THE COMPANY

  	
  16

  
	
  SECTION 4.01.

  	
  Company to Furnish Trustee Information as to Names and Addresses of
  Holders

  	
  16

  
	
  SECTION 4.02.

  	
  Preservation and Disclosure of Holders’ Lists

  	
  16

  
	
  SECTION 4.03.

  	
  Reports by the Company

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

  	
  18

  
	
  SECTION 5.01.

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

  	
  18

  
	
  SECTION 5.02.

  	
  Collection of Indebtedness by Trustee; Trustee May Prove Debt

  	
  20

  
	
  SECTION 5.03.

  	
  Application of Proceeds

  	
  22

  
	
  SECTION 5.04.

  	
  Restoration of Rights on Abandonment of Proceedings

  	
  22

  
	
  SECTION 5.05.

  	
  Limitations on Suits by Holders

  	
  22

  
	
  SECTION 5.06.

  	
  Unconditional Right of Holders to Institute Certain Suits

  	
  23

  
	
  SECTION 5.07.

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

  	
  23

  
	
  SECTION 5.08.

  	
  Control by Holders

  	
  23

  
	
  SECTION 5.09.

  	
  Waiver of Past Defaults

  	
  24

  
	
  SECTION 5.10.

  	
  Right of Court to Require Filing of Undertaking to Pay Costs

  	
  24

  
	
  SECTION 5.11.

  	
  Suits for Enforcement

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.CONCERNING THE TRUSTEE

  	
  24

  
	
  SECTION 6.01.

  	
  Duties of Trustee

  	
  24

  



 


iv

















 


	
  SECTION 6.02.

  	
  Rights of Trustee

  	
  25

  
	
  SECTION 6.03.

  	
  Individual Rights of Trustee

  	
  27

  
	
  SECTION 6.04.

  	
  Trustee’s Disclaimer

  	
  27

  
	
  SECTION 6.05.

  	
  Notice of Defaults

  	
  27

  
	
  SECTION 6.06.

  	
  Reports by Trustee to Holders

  	
  28

  
	
  SECTION 6.07.

  	
  Compensation and Indemnity

  	
  28

  
	
  SECTION 6.08.

  	
  Replacement of Trustee

  	
  29

  
	
  SECTION 6.09.

  	
  Successor Trustee by Merger

  	
  29

  
	
  SECTION 6.10.

  	
  Eligibility; Disqualification

  	
  29

  
	
  SECTION 6.11.

  	
  Preferential Collection of Claims Against Company

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.CONCERNING THE HOLDERS

  	
  30

  
	
  SECTION 7.01.

  	
  Evidence of Action Taken by Holders

  	
  30

  
	
  SECTION 7.02.

  	
  Proof of Execution of Instruments

  	
  30

  
	
  SECTION 7.03.

  	
  Holders to Be Treated as Owners

  	
  30

  
	
  SECTION 7.04.

  	
  Securities Owned by Company Deemed Not Outstanding

  	
  30

  
	
  SECTION 7.05.

  	
  Right of Revocation of Action Taken

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.SUPPLEMENTAL INDENTURES

  	
  31

  
	
  SECTION 8.01.

  	
  Supplemental Indentures Without Consent of Holders

  	
  31

  
	
  SECTION 8.02.

  	
  Supplemental Indentures with Consent of Holders

  	
  32

  
	
  SECTION 8.03.

  	
  Effect of Supplemental Indenture

  	
  33

  
	
  SECTION 8.04.

  	
  Documents to Be Given to Trustee

  	
  34

  
	
  SECTION 8.05.

  	
  Notation on Securities in Respect of Supplemental Indentures

  	
  34

  
	
  SECTION 8.06.

  	
  Subordination Unimpaired

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
  34

  
	
  SECTION 9.01.

  	
  Company May Consolidate, Etc. on Certain Terms

  	
  34

  
	
  SECTION 9.02.

  	
  Successor Corporation Substituted

  	
  34

  
	
  SECTION 9.03.

  	
  Opinion of Counsel to Trustee

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.SATISFACTION AND DISCHARGE OF INDENTURE;
  DEFEASANCE;UNCLAIMED FUNDS

  	
  35

  
	
  SECTION 10.01.

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  35

  
	
  SECTION 10.02.

  	
  Conditions to Defeasance

  	
  36

  
	
  SECTION 10.03.

  	
  Application of Trust Money

  	
  37

  
	
  SECTION 10.04.

  	
  Repayment to Company

  	
  37

  
	
  SECTION 10.05.

  	
  Indemnity for Government Obligations

  	
  37

  
	
  SECTION 10.06.

  	
  Reinstatement

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.REDEMPTION OF SECURITIES AND SINKING FUNDS

  	
  38

  
	
  SECTION 11.01.

  	
  Applicability of Article

  	
  38

  
	
  SECTION 11.02.

  	
  Notice of Redemption; Partial Redemptions

  	
  38

  
	
  SECTION 11.03.

  	
  Payment of Securities Called for Redemption

  	
  39

  
	
  SECTION 11.04.

  	
  Exclusion of Certain Securities from Eligibility for Selection for
  Redemption

  	
  40

  
	
  SECTION 11.05.

  	
  Mandatory and Optional Sinking Funds

  	
  40

  
	
  SECTION 11.06.

  	
  Repayment at the Option of the Holders

  	
  42

  
	
  SECTION 11.07.

  	
  Conversion Arrangement on Call for Redemption

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.CONVERSION OF SECURITIES

  	
  43

  
	
  SECTION 12.01.

  	
  Applicability of Article

  	
  43

  



 


v

















 


	
  SECTION 12.02.

  	
  Right of Holders to Convert Securities into Common Shares

  	
  43

  
	
  SECTION 12.03.

  	
  Issuance of Common Shares on Conversions

  	
  44

  
	
  SECTION 12.04.

  	
  No Payment or Adjustment for Interest or Dividends

  	
  45

  
	
  SECTION 12.05.

  	
  Adjustment of Conversion Price

  	
  45

  
	
  SECTION 12.06.

  	
  No Fractional Shares to Be Issued

  	
  48

  
	
  SECTION 12.07.

  	
  Preservation of Conversion Rights upon Consolidation, Merger, Sale or
  Conveyance

  	
  49

  
	
  SECTION 12.08.

  	
  Notice to Holders of the Securities of a Series Prior to Taking
  Certain Types of Action

  	
  49

  
	
  SECTION 12.09.

  	
  Covenant to Reserve Shares for Issuance on Conversion of Securities

  	
  50

  
	
  SECTION 12.10.

  	
  Compliance with Governmental Requirements

  	
  50

  
	
  SECTION 12.11.

  	
  Payment of Taxes upon Certificates for Shares Issued upon Conversion

  	
  51

  
	
  SECTION 12.12.

  	
  Trustee’s Duties with Respect to Conversion Provisions

  	
  51

  
	
  SECTION 12.13.

  	
  Conversion of Securities into Preferred Shares or Other Securities

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.SUBORDINATION OF SECURITIES

  	
  51

  
	
  SECTION 13.01.

  	
  Agreement to Subordinate

  	
  51

  
	
  SECTION 13.02.

  	
  Default on Senior Debt

  	
  52

  
	
  SECTION 13.03.

  	
  Liquidation; Dissolution; Bankruptcy

  	
  52

  
	
  SECTION 13.04.

  	
  Subrogation of Securities

  	
  53

  
	
  SECTION 13.05.

  	
  Authorization by Holders

  	
  54

  
	
  SECTION 13.06.

  	
  Notice to Trustee

  	
  54

  
	
  SECTION 13.07.

  	
  Trustee’s Relation to Senior Debt

  	
  55

  
	
  SECTION 13.08.

  	
  No Impairment to Subordination

  	
  55

  
	
  SECTION 13.09.

  	
  Article Applicable to Paying Agents

  	
  56

  
	
  SECTION 13.10.

  	
  Trust Moneys Not Subordinated

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14.MISCELLANEOUS PROVISIONS

  	
  56

  
	
  SECTION 14.01.

  	
  Incorporators, Shareholders, Officers and Directors of Company Exempt
  from Individual Liability

  	
  56

  
	
  SECTION 14.02.

  	
  Provisions of Indenture for the Sole Benefit of Parties and Holders

  	
  56

  
	
  SECTION 14.03.

  	
  Successors and Assigns of Company Bound by Indenture

  	
  56

  
	
  SECTION 14.04.

  	
  Notices and Demands on Company, Trustee and Holders

  	
  57

  
	
  SECTION 14.05.

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

  	
  57

  
	
  SECTION 14.06.

  	
  Payments Due on Saturdays, Sundays and Holidays

  	
  58

  
	
  SECTION 14.07.

  	
  Conflict of Any Provision of Indenture with Trust Indenture Act

  	
  58

  
	
  SECTION 14.08.

  	
  New York Law to Govern

  	
  59

  
	
  SECTION 14.09.

  	
  Counterparts

  	
  59

  
	
  SECTION 14.10.

  	
  Effect of Headings; Gender

  	
  59

  
	
  SECTION 14.11.

  	
  Waiver of Jury Trial

  	
  59

  
	
  SECTION 14.12.

  	
  Force Majeure

  	
  59

  



 


vi

















 


INDENTURE


 


This INDENTURE (this “Indenture”), dated as of March 15,
2006, is by and between ALLIANT TECHSYSTEMS INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


A.            The
Company has duly authorized the issue from time to time of its subordinated
debentures, notes or other evidences of indebtedness (the “Securities”) to be issued in one or more
Series.


 


B.            All
things necessary to make this Indenture a valid, legally binding indenture and
agreement according to its terms have been done.


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed for the equal and ratable benefit of the Holders
from time to time of the Securities or of Series thereof as follows.


 


ARTICLE 1

DEFINITIONS


 


SECTION 1.01.  Certain Terms Defined.  Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, the following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All other terms (except as herein
otherwise expressly provided or unless the context otherwise clearly requires)
used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities Act are referred to in the Trust Indenture
Act, including terms defined therein by reference to the Securities Act, shall
have the meanings assigned to such terms in the Trust Indenture Act and the
Securities Act as in force at the date of this Indenture. All accounting terms
used herein and not expressly defined shall have the meanings assigned to such
terms in accordance with GAAP. The words “herein”,
“hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole, as supplemented and amended from
time to time, and not to any particular Article, Section or other subdivision. The
terms defined in this Article 1 have the meanings assigned to them in this
Article 1 and include the plural as well as the singular.


 


“Board of Directors” means either the Board
of Directors of the Company or any duly authorized committee of that Board or
any duly authorized committee created by that Board.


 


“Business Day”, except as may otherwise be
provided in the form of Securities of any particular Series, with respect to
any Place of Payment or place of publication means any day, other than a
Saturday, Sunday or day on which banking institutions are authorized or
required by law or regulation to close in that Place of Payment or place of
publication.


 

















 


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


 


“Common Shares” means the shares of common
stock, par value $0.01 per share, of the Company as they exist on the date of
this Indenture, or any other shares of capital stock of the Company into which
such shares shall be reclassified or changed.


 


“Company” means the Person identified as the
“Company” in the first paragraph hereof until a successor corporation shall
have become such pursuant to the applicable provisions hereof, and thereafter “Company”
shall mean such successor corporation.


 


“Corporate Trust Office” means the principal
corporate trust 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 Indenture is located at 2 North LaSalle Street, Suite 1020
Chicago, IL 60602 Attn: Corporate Trust Administration.


 


“covenant defeasance option” has the meaning
specified in Section 10.01(b).


 


“defaulted interest” has the meaning
specified in Section 2.07.


 


“Depository”, with respect to Securities of
any Series for which the Company shall determine that such Securities will be
issued as a Depository Security, means The Depository Trust Company or another
clearing agency or any successor registered under the Securities Exchange Act
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to Sections 2.03 and 2.12.


 


“Depository Security”, with respect to any
Series of Securities, means a Security executed by the Company and
authenticated and delivered by the Trustee to the Depository or pursuant to the
Depository’s instruction, all in accordance with this Indenture and pursuant to
a resolution of the Board of Directors or an indenture supplemental hereto as
contemplated by Section 2.03, which shall be registered as to principal
and interest in the name of the Depository or its nominee and shall represent,
and shall be denominated in an amount equal to the aggregate principal amount
of, all of the Outstanding Securities of such Series.


 


“Event of Default” has the meaning specified
in Section 5.01.


 


“GAAP” means such accounting principles as
are generally accepted at the time of any computation hereunder.


 


“Holder”, “Holder
of Securities”, “Registered Holder”,
or other similar terms mean the Person in whose name at the time a particular
Security is registered in the Security register.


 


“Indenture” means this instrument as
originally executed or as it may from time to time be amended or supplemented as
herein provided, as so amended or supplemented or both, and shall include the
forms and terms of particular Series of Securities established as contemplated
by Section 2.03.


 


2

















 


“legal defeasance option” has the meaning
specified in Section 10.01(b).


 


“Officers’ Certificate” means a certificate
signed on behalf of the Company by the chairman of the Board of Directors or
the president or any vice president and by the treasurer, the controller, any
assistant treasurer, the secretary or any assistant secretary of the Company
and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 14.05.


 


“Opinion of Counsel” means a written opinion
of legal counsel who may be an employee of or counsel to the Company. Each
Opinion of Counsel shall include the statements provided for in
Section 14.05, if and to the extent required hereby.


 


“original issue date” of any Security means
the date set forth as such on such Security.


 


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


 


“Outstanding”, when used with reference to
Securities of any Series as of any particular time, subject to the provisions
of Section 7.04, means all Securities of that Series authenticated and
delivered under this Indenture, except:


 


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


 


(b)           Securities,
or portions thereof, for the payment or redemption of which the necessary funds
in the required currency shall have been deposited in trust with the Trustee or
with any Paying Agent other than the Company, or shall have been set aside,
segregated and held in trust by the Company for the holders of such Securities
if the Company shall act as its own Paying Agent, provided that if such
securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice;


 


(c)           Securities
in substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.09, except with respect to
any such Security as to which proof satisfactory to the Trustee and the Company
is presented that such Security is held by a person in whose hands such
Security is a legal, valid and binding obligation of the Company;


 


(d)           Securities
converted into Common Shares or Preferred Shares in accordance with or as
contemplated by this Indenture; and


 


(e)           Securities
with respect to which the Company has effected defeasance as provided in
Article 10.


 


3

















 


“Paying Agent” means any Person, which may
include the Company, authorized by the Company to pay the principal of or
interest, if any, on any Security of any Series on behalf of the Company.


 


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


 


“Place of Payment”, when used with respect
to the Securities of any Series, means the place or places where the principal
of and interest, if any, on the Securities of that Series are payable as
specified pursuant to Section 3.02.


 


“Preferred Shares” means any shares of
capital stock issued by the Company that are entitled to a preference or
priority over the Common Shares upon any distribution of the Company’s assets,
whether by dividend or upon liquidation.


 


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


 


“Responsible Officer”, when used with
respect to the Trustee, means any officer within the corporate trust department
of the Trustee including any vice president, assistant vice president, senior
trust officer, trust officer or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
individuals who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred at the Corporate Trust Office because of
his or her knowledge of and familiarity with the particular subject, and who
shall have direct responsibility for the administration of this Indenture.


 


“Securities Act” means the Securities Act of
1933, as amended, as in force at the date as of which this Indenture was
originally executed.


 


“Securities Exchange Act” means the
Securities Exchange Act of 1934, as amended, as in force at the date as of
which this Indenture was originally executed.


 


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


 


“Senior Debt” means (i) the principal
of and premium, if any, and unpaid interest on indebtedness for money borrowed,
(ii) purchase money and similar obligations, (iii) obligations under
capital leases or leases of property or assets made as part of any sale and
leaseback transaction, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of, such indebtedness of others,
(v) renewals, extensions and refunding of any such indebtedness,
(vi) interest or obligations in respect of any such indebtedness accruing
after the commencement of any insolvency or bankruptcy proceedings and
(vii) obligations associated with derivative products such as interest
rate and currency exchange contracts, foreign exchange contracts, commodity
contracts, and similar arrangements, unless, in each case, the instrument by
which the Company incurred, assumed or guaranteed the indebtedness or
obligations described in


 


4

















 


clauses
(i) through (vii) hereof expressly provides that such indebtedness or
obligation is not senior in right of payment to the Securities.


 


“Series” or “Series of Securities” means all Securities of a similar tenor
authorized by a particular resolution of the Board of Directors or in one or
more indentures supplemental hereto.


 


“Subsidiary” means:  (i) a corporation in which the Company
and/or one or more Subsidiaries of the Company directly or indirectly owns, at
the date of determination, a majority of the capital stock with voting power
under ordinary circumstances to elect directors; (ii) a partnership,
limited liability company, joint venture or similar entity in which the Company
and/or one or more Subsidiaries of the Company directly or indirectly holds, at
the date of determination, a majority interest in the equity capital or profits
or other similar interests of such entity; or (iii) any other
unincorporated Person in which the Company and/or one or more Subsidiaries of
the Company directly or indirectly owns at the date of determination (x) at
least a majority ownership interest or (y) the power to elect or direct
the election of a majority of the directors or other governing body of such
Person.


 


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


 


“Trustee” means the Person identified as the
“Trustee” in the first paragraph hereof until a successor Trustee shall have
become such pursuant to the applicable provisions hereof, and thereafter “Trustee”
shall mean each Person who is then a Trustee hereunder. If at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of
any Series means the Trustee with respect to Securities of that Series.


 


“United States of America” means the United
States of America, including the states and the District of Columbia, its
territories, possessions, the Commonwealth of Puerto Rico and other areas
subject to its jurisdiction.


 


“U.S. Government Obligations” means direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable or
redeemable at the issuer’s option.


 


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


 


ARTICLE 2

SECURITIES


 


SECTION 2.01.  Forms Generally.  The
Securities of each Series shall be substantially in such form, including
temporary or definitive global form, as shall be established by or pursuant to
a resolution of the Board of Directors or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have imprinted or otherwise reproduced thereon


 


5

















 


such legend or
legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities as evidenced by their
execution of the Securities.


 


The definitive Securities
may be printed or reproduced in any other manner, all as determined by the
officers executing such Securities as evidenced by their execution of such
Securities.


 


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


 


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


 


	
   

  	
   

  	
   

  	
  , as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  — or
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  , as

  
	
   

  	
   

  	
  Authentication
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
							



 


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


 


The Securities may be
issued in one or more Series. There shall be established in or pursuant to a
resolution of the Board of Directors and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any Series:


 


(a)           the
title of the Securities of the Series (including CUSIP numbers), which shall
distinguish the Securities of the Series from all other Securities issued by
the Company;


 


6

















 


(b)           any
limit upon the aggregate principal amount of the Securities of the Series that
may be authenticated and delivered under this Indenture, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, other Securities of the Series pursuant to
Section 2.08, 2.09, 2.11, 8.05 or 11.03;


 


(c)           the
price at which the Securities of the Series will be issued;


 


(d)           if
other than 100% of their principal amount, the portion of the principal amount
payable upon the maturity of the Securities of the Series;


 


(e)           the
date or dates on which the principal of the Securities of the Series is payable
or the method of determination thereof;


 


(f)            the
rate or rates, which may be fixed or variable, or the method or methods of
determination thereof, at which the Securities of the Series shall bear
interest (including any interest rates applicable to overdue payments), if any,
the date or dates from which such interest shall accrue, the interest payment
dates on which such interest shall be payable, the record dates for the
determination of Holders to whom interest is payable and the dates on which any
other amounts, if any, will be payable;;


 


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


 


(h)           the
price or prices at which, the period or periods within which and the terms and
conditions upon which Securities of the Series may be redeemed, in whole or in
part, at the option of the Company;


 


(i)            the
obligation, if any, of the Company to redeem, purchase or repay Securities of
the Series whether pursuant to any sinking fund or analogous provisions or pursuant
to other provisions set forth therein or at the option of a Holder thereof and
the price or prices at which and the period or periods within which and the
terms and conditions upon which Securities of the Series shall be redeemed,
purchased or repaid, in whole or in part;


 


(j)            the
denominations in which Securities of the Series shall be issuable;


 


(k)           the
form of the Securities, including such legends as required by law or as the
Company deems necessary or appropriate and the form of any temporary global
security that may be issued;


 


(l)            whether,
and under what circumstances, the Securities of any Series shall be convertible
into other securities of the Company and, if so, the terms and conditions upon
which such conversion will be effected, including the initial conversion price
or rate, the conversion period and other provisions in addition to or in lieu
of those described herein;


 


7

















 


(m)          whether
there are any authentication agents, Paying Agents, transfer agents or
registrars with respect to the Securities of such Series;


 


(n)           whether
the Securities of such Series are to be issuable in whole or in part by one or
more global notes registered in the name of a Depository or its nominee;


 


(o)           the
ranking of the Securities of such Series as senior debt securities or
subordinated debt securities;


 


(p)           if
other than U.S. dollars, the currency or currencies (including composite
currencies or currency units) in which the Securities of any Series may be
purchased and in which payments on the Securities of such Series will be made
(which currencies may be different for payments of principal, premium or other
amounts, if any, and/or interest, if any);


 


(q)           if
the Securities of any Series will be secured by any collateral, a description
of the collateral and the terms and conditions of the security and realization
provisions;


 


(r)            the
provisions relating to any guarantee of the Securities of any Series, including
the ranking thereof;


 


(s)           the
ability, if any, to defer payments of principal, interest, or other amounts;
and


 


(t)            any
other specific terms or conditions of the Securities of any Series, including
any additional Events of Default or covenants provided for with respect to the
Securities of such Series, and any terms that may be required by or advisable
under applicable laws or regulations.


 


All Securities of any one
Series shall be substantially identical except as to denomination and except as
otherwise may be provided in or pursuant to such resolution of the Board of
Directors or in any such indenture supplemental hereto. All Securities of any
one Series need not be issued at the same time, and unless otherwise provided,
a Series may be reopened for issuances of additional Securities of such Series.
Except as may otherwise be provided with respect to the Securities of a Series
pursuant to this Section 2.03, the Securities shall be subordinated in right of
payment to Senior Debt of the Company as provided in Article 13.


 


SECTION 2.04.  Authentication and Delivery of
Securities.  At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any Series executed by the Company to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery such
Securities to or upon the written order of the Company, signed by both
(a) the chairman of its Board of Directors, or its president or any vice
president, and (b) its treasurer or any assistant treasurer or its
secretary or any assistant secretary. At the time of the first authentication
of Securities of a Series that provides for the issuance of Securities of that
Series from time to time, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be provided
with and subject to Section 6.01 shall be fully protected in relying upon:


 


8

















 


(a)           a
copy of any resolution or resolutions of the Board of Directors relating to such
Series, in each case certified by the secretary or an assistant secretary of
the Company;


 


(b)           a
supplemental indenture, if any;


 


(c)           an
Officers’ Certificate setting forth the form and terms of the Securities of
such Series as required pursuant to Sections 2.01 and 2.03, respectively,
and prepared in accordance with Section 14.05; and


 


(d)           an
Opinion of Counsel, prepared in accordance with Section 14.05, which shall
state:


 


(i)            that
the form or forms and terms of such Securities have been established by or
pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Sections 2.01 and 2.03 in conformity with the
provisions of this Indenture; and


 


(ii)           that
such Securities have been duly authorized and, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such opinion of counsel, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or other laws relating to or affecting the enforcement of
creditors’ rights generally and by general equitable principles, regardless of
whether such enforceability is considered in a proceeding in equity or at law.


 


The Trustee shall have
the right to decline to authenticate and deliver any Securities under this
Section 2.04 if the issue of such Securities pursuant to this Indenture
will affect the Trustee’s own rights, duties or immunities under this Indenture
in a manner not reasonably acceptable to the Trustee.


 


SECTION 2.05.  Execution of Securities.  The
Securities shall be signed on behalf of the Company by both (a) the
chairman of its Board of Directors or its president or any vice president and
(b) its treasurer or any assistant treasurer or its secretary or any
assistant secretary, under its corporate seal. Such signatures may be the
manual or facsimile signatures of such officers. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.


 


In case any officer of
the Company who shall have signed any of the Securities shall cease to be such
officer before the Security so signed shall be authenticated and delivered by
the Trustee or disposed of by the Company, such Security nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Security had not ceased to be such officer of the Company. Any Security may be
signed on behalf of the Company by such individuals as, at the actual date of
the execution of such Security, shall be the proper officers of


 


9

















 


the Company,
although at the date of the execution and delivery of this Indenture any such
individual was not such an officer.


 


SECTION 2.06.  Certificate of Authentication.  Only
such Securities as shall bear thereon a certificate of authentication
substantially in the form set forth in Section 2.02 and executed by the
Trustee by the manual signature of one of its authorized signatories shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled
to the benefits of this Indenture.


 


SECTION 2.07.  Denomination and Date of Securities;
Payments of Interest.  The Securities shall be issuable in
denominations as shall be specified as contemplated by Section 2.03. In
the absence of any such specification with respect to the Securities of any
Series, Securities shall be issuable in denominations of $1,000 and any
integral multiple thereof, and interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Securities shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Company executing the same may determine with the
approval of the Trustee as evidenced by its execution and authentication
thereof.


 


Each Security shall be
dated the date of its authentication.


 


Unless otherwise provided
as contemplated by Section 2.03, interest on any 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 that Security (or one or more predecessor
securities) is registered at the close of business on the regular record date for
the payment of such interest.


 


The term “record date” as used with respect to any
interest payment date (except for a date for payment of defaulted interest)
means the date specified as such in the terms of the Securities of any
particular Series or, if no such date is so specified, the close of business on
the fifteenth day preceding such interest payment date, whether or not such
record date is a Business Day.


 


Any interest on any
Security of any Series that is payable but not punctually paid or duly provided
for (“defaulted interest”) on any
interest payment date shall forthwith cease to be payable to the Registered
Holder on the relevant record date by virtue of such Holder having been a
Holder on such record date. Such defaulted interest may be paid by the Company,
at its election in each case, as provided in clause (a) or clause (b)
below:


 


(a)           The
Company may elect to make payment of any defaulted interest to the persons in
whose names any such Securities (or their respective predecessor Securities) are
registered at the close of business on a special record date for the payment of
such defaulted interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Security of such Series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee funds equal to the aggregate amount proposed to be paid in respect of
such defaulted interest or shall make arrangements


 


10

















 


satisfactory
to the Trustee for such deposit prior to the date of the proposed payment. Such
funds when deposited shall be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this clause (a). Thereupon
the Trustee shall fix a special record date for the payment of such defaulted
interest in respect of Securities of such Series, which shall be not more than
15 nor less than ten days prior to the date of the proposed payment and not
less than ten days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee promptly shall 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 thereof to be mailed, first class postage prepaid, to each
Registered Holder at his address as it appears in the Security register, not
less than ten 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 in respect of Securities of
such Series shall be paid to the persons in whose names such Securities (or
their respective predecessor Securities) are registered on such special record
date and such defaulted interest shall no longer be payable pursuant to the
following clause (b).


 


(b)           The
Company may make payment of any defaulted interest on the Securities of any
Series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of that Series 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 payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing
provisions of this Section 2.07, each Security delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue,
that were carried by such other Security.


 


SECTION 2.08.  Registration, Registration of Transfer
and Exchange.  The Company will cause to be kept at each
office or agency to be maintained for the purpose as provided in
Section 3.02 a register or registers (the “Security register”) in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and the registration of transfer of the Securities. The Trustee is hereby
appointed Security registrar for purposes of registering, and registering
transfers of, the Securities.


 


Upon surrender for
registration of transfer of any Security of any Series at any such office or
agency to be maintained for the purpose as provided in Section 3.02, the
Company shall execute, and the Trustee shall authenticate and make available
for delivery in the name of the transferee or transferees, a new Security or
Securities of the same Series and of like tenor and containing the same terms
(other than the principal amount thereof, if more than one Security is
executed, authenticated and delivered with respect to any security so
presented, in which case the aggregate principal amount of the executed,
authenticated and delivered Securities shall equal the principal amount of the
Security presented in respect thereof) and conditions.


 


11

















 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the
Company may require payment of an amount sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
2.11, 8.05 or 11.03 not involving any transfer (and other than exchanges or
transfers specified as contemplated by Section 7.03).


 


The Company shall not be
required (i) to issue, register the transfer of or exchange any Security
during a 15-day period prior to the day of mailing of the relevant notice of
redemption or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except, in the case of any
Security to be redeemed in part, the portion thereof not redeemed.


 


SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and
Stolen Securities.  Unless otherwise specified as
contemplated by Section 2.03 of any Series, in case any temporary or definitive
Security shall become mutilated or defaced or be destroyed, lost or stolen, the
Company shall execute, and upon the written request of any officer of the
Company, the Trustee shall authenticate and make available for delivery a new
Security of the same Series and of like tenor and principal amount and with the
same terms and conditions, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security or in lieu of
and substitution for the Security so destroyed, lost or stolen. In every case
the applicant for a substitute Security shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.


 


Upon the issuance of any
substitute Security, the Company may require the payment of an amount
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses, including the reasonable fees and
expenses of the Trustee, connected therewith. In case any Security which has
matured or is about to mature or has been called for redemption in full shall
become mutilated or defaced or be destroyed, lost or stolen, the Company,
instead of issuing a substitute Security, may pay or authorize the payment of
the same without surrender thereof except in the case of a mutilated or defaced
Security. The applicant for such payment shall furnish to the Company and to
the Trustee such security or indemnity as any of them may require to save each
of them harmless. In every case of destruction, loss or theft, the applicant
also shall furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security and of the ownership
thereof.


 


12

















 


Every substitute Security
of any Series issued pursuant to the provisions of this Section 2.09 by
virtue of the fact that any Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone and shall be entitled to all the benefits of and shall be subject to all
the limitations of rights set forth in this Indenture equally and
proportionately with any and all other Securities of such Series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies, notwithstanding any law or statute to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


SECTION 2.10.  Cancellation of Securities. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Company or any agent of the Company or
the Trustee shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities shall be
issued in lieu thereof except as expressly permitted by the provisions of this
Indenture. The Company at any time may deliver to the Trustee for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold and all Securities so delivered shall be promptly cancelled by
the Trustee. The Trustee shall return cancelled Securities held by it to the
Company. If the Company shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless the same are delivered to the Trustee for
cancellation.


 


SECTION 2.11.  Temporary Securities.  Pending
the preparation of definitive Securities for any Series, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Securities for such Series, which may be printed, typewritten or
otherwise reproduced, in each case in form reasonably acceptable to the Trustee.
Temporary Securities of any Series may be issued in any authorized denomination
and substantially in the form of the definitive Securities of such Series but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company with the
reasonable concurrence of the Trustee. Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Company shall execute and shall furnish definitive securities of such Series
and thereupon temporary Securities of such Series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Company for that purpose pursuant to Section 3.02, and the Trustee
shall authenticate and make available for delivery in exchange for such temporary
Securities of such Series a like aggregate principal amount of definitive
Securities of the same Series of authorized denominations. Until so exchanged,
the temporary Securities of any Series shall be entitled to the same benefits
under this Indenture as definitive Securities of such Series.


 


SECTION 2.12.  Securities in Global Form.  If
Securities of a Series are issuable in global form, as specified as
contemplated by Section 2.03, then, notwithstanding the provisions


 


13

















 


of
Section 2.03(j) and Section 2.07, 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 from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby may 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 2.04. Subject to the provisions of Section 2.04, the Trustee
shall deliver and redeliver any Security in definitive global form in the
manner and upon written instructions given by the Person or Persons specified
therein or in the applicable Company order. If a Company order pursuant to
Section 2.04 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with
Section 14.05 and need not be accompanied by an Opinion of Counsel.


 


Unless otherwise
specified as contemplated by Section 2.03, payment of principal of and any
interest on any Security in definitive global form shall be made to the Person
or Persons specified therein.


 


Except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat a Person as the Holder of such principal amount of
outstanding Securities represented by a definitive global Security as shall be
specified in a written statement of the Holder of such definitive global
Security.


 


If The Depository Trust
Company is at any time unwilling or unable to continue as Depository or if at
any time The Depository Trust Company ceases to be a clearing agency registered
under the Securities Exchange Act if so required by applicable law or
regulation, and, in either case, a successor Depository is not appointed within
90 days, certificated Securities will be issued in exchange for the global
Securities. In addition, the Company may determine, at any time and subject to
the procedures of The Depository Trust Company, not to have any Securities
represented by one or more global Securities, and, in such event, shall issue
individual Securities in certificated form in exchange for the relevant global
Securities. Beneficial interests in global Securities will also be exchangeable
for individual Securities in certificated form in the event of a default or an
Event of Default, upon prior written notice to the Trustee by or on behalf of
The Depository Trust Company or at the written request of the owner of such
beneficial interests, in each case, in accordance with the terms hereof. In any
of the foregoing circumstances, an owner of a beneficial interest in a global
Security shall be entitled to physical delivery of individual Securities in
certificated form of like tenor and rank, equal in principal amount to such
beneficial interest, and to have such Securities in certificated form
registered in its name.


 


SECTION 2.13.  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. Any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities. No
such redemption shall be affected by any


 


14

















 


defect in or
omission of such numbers. The Company promptly will notify the Trustee of any
change in the CUSIP numbers.


 


ARTICLE 3

COVENANTS OF THE COMPANY


 


SECTION 3.01.  Payment of Principal and Interest.  The
Company covenants and agrees for the benefit of each particular Series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such Series in
accordance with the terms of the Securities of such Series and this Indenture.


 


SECTION 3.02.  Offices for Payment, Etc.  So
long as any of the Securities remain outstanding, the Company will maintain the
following for each Series:  an office or
agency where the Securities may be presented for payment or conversion; where
the Securities may be presented for registration of transfer and for exchange;
and where notices and demands to or upon the Company in respect of the
Securities or of this Indenture may be served. The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. In case the Company shall fail to so designate or
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Corporate Trust Office. Unless
otherwise specified pursuant to Section 2.03, the Trustee is hereby
appointed Paying Agent.


 


SECTION 3.03.  Paying Agents.  Whenever
the Company shall appoint a Paying Agent other than the Trustee with respect to
the Securities of any Series, it will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Agent shall agree with the
Trustee, subject to the provisions of this Section 3.03:


 


(a)           that
it will hold all amounts received by it as such Paying Agent for the payment of
the principal of or interest on the Securities of such Series in trust for the
benefit of the Holders of the Securities of such Series and, upon the
occurrence of an Event of Default and upon the written request of the Trustee,
pay over all such sums received by it to the Trustee; and


 


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


 


On or prior to each due
date of the principal of or interest on the Securities of such Series, the
Company will deposit with the Paying Agent sufficient funds to pay such
principal or interest so becoming due and, unless such Paying Agent is the
Trustee, notify the Trustee of any failure to take such action.


 


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


 


15

















 


At any time, for the
purpose of obtaining a satisfaction and discharge with respect to one or more
or all Series of Securities or for any other reason, the Company may pay or
cause to be paid to the Trustee all amounts held in trust for any such Series
by the Company or any Paying Agent, such amounts to be held by the Trustee in
trust pursuant to this Indenture.


 


The agreement to hold
amounts in trust as provided in this Section 3.03 is subject to the provisions
of Sections 10.03 and 10.04.


 


SECTION 3.04.  Officers’ Certificate.  The
Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers’ Certificate indicating whether the officers
signing such Officers’ Certificate on behalf of the Company know of any default
with respect to the Securities of any Series that occurred during the previous
year. The Company shall also deliver to the Trustee, within 30 days after
the occurrence thereof, written notice of any Event of Default with respect to
the Securities of any Series, the status and what action the Company is taking
or proposes to take in respect thereof.


 


SECTION 3.05.  Calculation of Original Issue Discount.  The
Company shall file with the Trustee, within 60 days after the end of each
calendar year, a written notice specifying the amount of original issue
discount, if any, including daily rates and accrual periods, accrued on each
Series of Outstanding Original Issue Discount Securities as of the end of such
year.


 


ARTICLE 4

HOLDERS’ LISTS AND REPORTS BY THE COMPANY


 


SECTION 4.01.  Company to Furnish Trustee Information as
to Names and Addresses of Holders.  If specified as
contemplated by Section 2.03 for the Securities of any Series, the Company
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee reasonably may require of the names and addresses of the Holders of the
Securities of each Series:


 


(a)           semiannually,
and not more than 15 days after each record date for the payment of
interest on such Securities, as of such record date; and


 


(b)           at
such other times as the Trustee reasonably may request in writing, within
30 days after receipt by the Company of any such request, such list to be
as of a date not more than 15 days prior to the time such information is
furnished; provided that, if the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished.


 


SECTION 4.02.  Preservation and Disclosure of Holders’ Lists.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list furnished to it as provided in
Section 4.01 or maintained by the Trustee in its capacity as Security
registrar for such Series. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.


 


16

















 


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


 


(i)            shall
afford to such applicants access to the information preserved at the time by
the Trustee in accordance with the provisions of Section 4.02(a); or


 


(ii)           shall
inform such applicants as to the approximate number of Holders of Securities of
such Series or all Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the Trustee, in accordance
with the provisions of Section 4.02(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.


 


If the Trustee shall elect
not to afford to such applicants access to such information, the Trustee, upon
the written request of such applicants, shall mail to each Holder of such
Series or all Securities, as the case may be, whose name and address appear in
the information preserved at the time by the Trustee in accordance with the
provisions of Section 4.02(a), a copy of the form of proxy or other
communication that is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such applicants and file
with the Commission together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such Series
or all Securities, as the case may be, or could 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 such 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)           Each
and every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of the Company or the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with the provisions of Section 4.02(b),
regardless of the source


 


17

















 


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
such Section 4.02(b).


 


(d)           This
section 4.02 shall not apply to any Series unless so specified as contemplated
by Section 2.03 for the Securities of such Series.


 


SECTION
4.03.  Reports by the Company.  Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, whether or not required by the Commission’s rules and regulations,
the Company shall file with the Commission within the time periods specified in
the Commission’s rules and regulations, and provide the Trustee and Holders and
prospective Holders (upon request) within 15 days after it files them with the
Commission, copies of its annual report and the information, documents and
other reports that are specified in Sections 13 and 15(d) of the Securities
Exchange Act, provided that for
purposes of this covenant, such information, documents and other reports shall
be deemed to have been furnished to the Trustee and Holders if they are
electronically available via the Commission’s EDGAR System. Even if the Company
is entitled under the Securities Exchange Act not to furnish such information
to the Commission, the Company shall nonetheless continue to furnish
information that would be required to be furnished by the Company by Section 13
or 15(d) of the Securities Exchange Act (excluding exhibits) to the Trustee and
the Holders of the Securities of any Series as if it were subject to such
periodic reporting requirements. The Company shall also comply with the other
provisions of Section 314(a) of the Trust Indenture Act of 1939.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


ARTICLE 5

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT


 


SECTION 5.01.  Event of Default Defined; Acceleration of
Maturity; Waiver of Default.  ”Event of Default”, with respect to Securities of any Series,
means, unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series, any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless it is either
inapplicable to a particular Series or it is specifically deleted or modified
in or pursuant to the supplemental indenture or resolution of the Board of
Directors establishing such Series of Securities or in the form of Security for
such Series:


 


(a)           default
in the payment of any installment of interest upon any of the Securities of
such Series as and when the same shall become due and payable, and continuance
of such default for a period of 30 days;


 


18

















 


(b)           default
in the payment of all or any part of the principal of any of the Securities of
such Series as and when the same shall become due and payable, either at
maturity, upon any redemption or repurchase, by declaration or otherwise;


 


(c)           the
Company (i) pursuant to or within the meaning of any bankruptcy law commences a
voluntary case, consents to the entry of an order for relief against it in an
involuntary case, consents to the appointment of a custodian of it or for any
substantial part of its property, or makes a general assignment for the benefit
of its creditors or takes any comparable action under any foreign laws relating
to insolvency; or (ii) a court of competent jurisdiction enters an order or
decree under any bankruptcy law that is for relief against the Company in an
involuntary case, appoints a custodian of the Company or for any substantial
part of its property, or orders the winding up or liquidation of the Company or
any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days; or


 


(d)           any
other Event of Default (including Events of Default replacing or supplementing
the foregoing) provided with respect to Securities of such Series in the
supplemental indenture or resolution of the Board of Directors establishing
such Series.


 


If an Event of Default
occurs under clause (c) above with respect to the Company, the principal of and
interest on all the Securities of such Series shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders of any Series.


 


Unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series, if an Event of Default (other than an Event of Default occurring as a
result of clause (c)) with respect to the Securities of any Series shall have
occurred and be continuing, either the Trustee or the Holders of not less than
25% in aggregate principal amount of the Securities of such Series then
Outstanding by notice to the Company may declare the principal amount of all
the Securities of such Series and accrued and unpaid interest thereon to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable. This provision, however, is subject
to the condition that if at any time after the principal of the Securities of
such Series shall have been so declared due and payable, and before any
judgment or decree for the payment of the amounts due shall have been obtained
or entered as hereinafter provided, the Company shall have paid or deposited
with the Trustee sufficient funds to pay all matured installments of interest,
if any, upon all the Securities of such Series and the principal of the
Securities of such Series that shall have become due other than by such
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, upon overdue installments
of interest, at the rate borne by the Securities of such Series to the date of
such payment or deposit) and all other defaults under this Indenture, other
than the nonpayment of the principal of Securities of such Series that shall
have become due by such acceleration, shall have been remedied, then and in
every such case the Holders of a majority in aggregate principal amount at
maturity of the Securities of such Series then Outstanding, by written notice
to the Company and to the Trustee for the Securities of such Series, may waive
all defaults and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.


 


19

















 


Subject to the provisions
of Article 6, in case an Event of Default with respect to the Securities of any
Series shall occur and be continuing, the Trustee shall not be under any
obligation to exercise any of the trusts or powers vested in it hereby at the
request or direction of any Holder of such Series, unless such Holder shall
have offered to such Trustee security or indemnity reasonably satisfactory to
it.


 


Additional terms and
conditions with respect to the rights of Holders of the Securities of a
particular Series (including as to rights to rescind an acceleration of the
payment of principal and interest) and the rights and obligations of the
Trustee, in each case, in connection with a default or Event of Default, may be
specified as contemplated by Section 2.03 for the Securities of any
Series.


 


SECTION 5.02.  Collection of Indebtedness by Trustee;
Trustee May Prove Debt.  If the Company shall fail to pay
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or shall fail to pay the principal of
any of the Securities of any Series when the same shall have become due and
payable, whether upon maturity of the Securities of such Series or upon any
redemption or by declaration or otherwise, then upon demand of the Trustee for the
Securities of such Series, the Company will pay to the Trustee for the
Securities of such Series for the benefit of the Holders of the Securities of
such Series the whole amount that then shall have become due and payable on all
Securities of such Series for principal of or interest, as the case may be
(with interest to the date of such payment upon the overdue principal and, to
the extent that payment of such interest is enforceable under applicable law,
on overdue installments of interest at the same rate as the rate of interest
specified in the Securities of such Series) and such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation to and expenses incurred by the Trustee and each predecessor
Trustee and their respective agents, attorneys and counsel.


 


Until such demand is made
by the Trustee, the Company may pay the principal of and interest on the
Securities of any Series to the persons entitled thereto, whether or not the
principal of and interest on the Securities of such Series are overdue.


 


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


 


If (i) there shall
be pending proceedings relative to the Company or any other obligor upon the
Securities under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or other similar law,
(ii) a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or its property or such other obligor or


 


20

















 


(iii) any other
comparable judicial proceedings relative to the Company or other obligor under
the Securities of any Series, or to the creditors or property of the Company or
such other obligor, shall be pending, and irrespective of whether the principal
of any Securities shall then be due and payable or whether the Trustee shall
have made any demand pursuant to the provisions of this Section 5.02, the
Trustee shall be entitled and empowered, by intervention in such proceedings or
otherwise:


 


(a)           to
file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Securities of any Series and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to, and
expenses incurred by, the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel) and of the Holders allowed in any
judicial proceedings relative to the Company or other obligor upon all
Securities of any Series, or to the creditors or property of the Company or
such other obligor; and


 


(b)           to
collect and receive any funds or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the Holders and of the Trustee on their behalf; and any trustee, receiver,
or liquidator, custodian or other similar official is hereby authorized by each
of the Holders to make payments to the Trustee for the Securities of such
Series, and, in the event that such Trustee shall consent to the making of
payments directly to the Holders, to pay to such Trustee such amounts as shall
be sufficient to cover reasonable compensation to and expenses incurred by such
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel and all other amounts due to such Trustee or any predecessor Trustee
pursuant to Section 6.07.


 


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


 


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


 


In any proceedings
brought by the Trustee for the Securities of such Series, the Trustee shall be
held to represent all the Holders of the Securities in respect of which such
action was taken, and it shall not be necessary to make any Holders of such
Securities parties to any such proceedings.


 


21

















 


SECTION 5.03.  Application of Proceeds.  Any
amounts collected by the Trustee for the Securities of such Series pursuant to
this Article 5 in respect of the Securities of any Series shall be applied
in the following order at the date or dates fixed by such Trustee and, in case
of the distribution of such amounts on account of principal or interest, upon
presentation of the several Securities in respect of which amounts have been
collected and stamping or otherwise noting thereon the payment, or issuing
Securities of such Series in reduced principal amounts in exchange for the
presented Securities of like Series if only partially paid, or upon surrender
thereof if fully paid:


 


FIRST:  To the payment of costs and expenses
applicable to such Series in respect of which amounts have been collected,
including reasonable compensation to and expenses incurred by the Trustee and
each predecessor Trustee and their respective agents and attorneys and all
other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.07;


 


SECOND:  To the payment of the amounts then due and
unpaid to the holders of Senior Debt, to the extent required by
Article 13;


 


THIRD:  To the payment of the amounts then due and
unpaid for principal of and interest on the Securities of such Series (and any
debt pari passu to such Series of
Securities), in respect of which amounts have been collected, such payments to
be made ratably to the persons entitled thereto, without discrimination or
preference, according to the amounts then due and payable on such Securities
and any such debt for principal and interest; and


 


FOURTH:  To the payment of the remainder, if any, to
the Company.


 


SECTION 5.04.  Restoration of Rights on Abandonment of
Proceedings.  If the Trustee for the Securities of any
Series shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, the Company and the Trustee,
subject to the determination in any such proceeding, shall be restored to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceedings had been taken.


 


SECTION 5.05.  Limitations on Suits by Holders.  No
Holder of any Security of any Series shall have any right, by virtue or by
availing of any provision of this Indenture, to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise with respect to
this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof and the Holders of not less
than 25% in aggregate principal amount of the Securities of such Series then
Outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee security or indemnity reasonably satisfactory to it as
it may require, against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such
notice, request and offer of security or indemnity shall have failed to
institute any such action or


 


22

















 


proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee during such 60-day period by Holders of a majority in principal amount
of the Securities of such Series then Outstanding; it being understood and
intended, and being expressly covenanted by the Holder of every Security with
every other Holder of a Security and the Trustee, that no one or more Holders
of Securities of any Series shall have any right in any manner whatever, by
virtue or by availing of any provision of this Indenture, to affect, disturb or
prejudice the rights of any other such Holder of Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable Series.


 


SECTION 5.06.  Unconditional Right of Holders to
Institute Certain Suits. Notwithstanding any provision in this
Indenture and any provision of any Security of such Series, the right of any
Holder of any Security to receive payment of the principal of and (subject to
Section 2.07) interest on such Security at the respective rates, in the
respective amount on or after the respective due dates expressed in such
Security of such Series, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.


 


SECTION 5.07.  Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default.  Except as provided in
Sections 2.09 and 5.05, 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, to the extent permitted by
law, shall 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 shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


No delay or omission of
the Trustee or of any Holder to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such
right or power or shall be construed to be a waiver of any such Event of
Default or an acquiescence therein. Subject to Section 5.05, every power
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 shall be deemed expedient,
by the Trustee or the Holders.


 


SECTION 5.08.  Control by Holders.  The
Holders of a majority in aggregate principal amount of the Securities of each
Series affected at the time Outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred by this Indenture on
the Trustee with respect to the Securities of such Series. The Trustee shall
have the right to decline to follow any such direction if (i) such direction
shall conflict with law or the provisions of this Indenture or any indenture
supplemental hereto, (ii) the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or
(iii) the Trustee in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all Series so
affected not joining in the giving of said direction, it being understood that
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.


 


23

















 


SECTION 5.09.  Waiver of Past Defaults.  The
Holders of a majority in aggregate principal amount of the Securities of such
Series at the time Outstanding, on behalf of the Holders of all the Securities
of such Series, may waive any past default hereunder or its consequences, except
a default in the payment of the principal of or interest on any of the
Securities of such Series.


 


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


 


SECTION 5.10.  Right of Court to Require Filing of
Undertaking to Pay Costs.  Any court in its discretion may
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. Any such court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant. The
provisions of this Section 5.10 shall not apply, however, to any suit
instituted by the Trustee, to any suit instituted by any Holder or group of Holders
of any Series holding in the aggregate more than 10% in aggregate principal
amount of the Securities of such Series or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security.


 


SECTION 5.11.  Suits for Enforcement.  If
an Event of Default has occurred, has not been waived and is continuing, the
Trustee in its discretion may proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


ARTICLE 6

CONCERNING THE TRUSTEE


 


SECTION 6.01.  Duties of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing with respect to the
Securities of any Series, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


24

















 


(b)           Except
during the continuance of an Event of Default with respect to the Securities of
any Series:


 


(i)            the
Trustee need perform only those duties that are specifically set forth in this
Indenture and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(ii)           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 any certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


(c)           The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(i)            this
paragraph (c) does not limit the effect of paragraph (b) of this
Section 6.01;


 


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


 


(iii)          the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 5.08.


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), (c) and (e) of this Section 6.01.


 


(e)           No
provision of this Indenture shall require the Trustee to extend or risk its own
funds or otherwise incur any financial liability unless it receives indemnity
satisfactory to it against any loss, liability or expense.


 


(f)            Amounts
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any amounts received by it hereunder except as otherwise agreed
in writing with the Company.


 


SECTION 6.02.  Rights of Trustee.


 


(a)           The
Trustee may conclusively rely on, and shall be fully protected in relying upon,
any document believed by it to be genuine and to have been signed or


 


25

















 


presented
by the proper person. The Trustee need not investigate any fact or matter
stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


 


(c)           Subject
to the provisions of Section 6.01(c), the Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.


 


(d)           Before
the Trustee acts or refrains from acting, the Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon in accordance with such advice or Opinion of Counsel.


 


(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 pursuant to this Indenture, unless such Holders shall have offered to
the Trustee indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction.


 


(f)            The
Trustee 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.


 


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


 


(h)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.


 


(i)            The
Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part of the


 


26

















 


Company,
except as otherwise set forth herein, but the Trustee may require of the
Company full information and advice as to the performance of the covenants,
conditions and agreements contained herein and shall be entitled in connection
herewith to examine the books, records and premises of the Company.


 


(j)            The
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty and the Trustee shall not be answerable for
other than its negligence or willful default.


 


(k)           Except
for (i) a default under Section 5.01(a) or (b) or (ii) any other
event of which the Trustee has actual knowledge and which event, with the
giving of notice or the passage of time or both, would constitute an Event of
Default under this Indenture with respect to such Series of Securities, the
Trustee shall not be deemed to have notice of any default or event unless
specifically notified in writing of such event by the Company or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of each affected Series.


 


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


 


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


 


SECTION 6.03.  Individual Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its affiliates with
the same rights it would have if it were not Trustee. Any Paying Agent,
registrar or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 6.10 and 6.11.


 


SECTION 6.04.  Trustee’s Disclaimer.  The
Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities. The Trustee shall not be accountable for the
Company’s use of the proceeds from the Securities and shall not be responsible
for any statement in any registration statement for the Securities filed with
the Commission under the Securities Act (other than its Statement of
Eligibility on Form T-1) or in the Indenture (other than its eligibility
under Section 6.10) or the Securities (other than its certificate of
authentication).


 


SECTION 6.05.  Notice of Defaults.  If
a default occurs and is continuing with respect to the Securities of any Series
and is known to the Trustee, the Trustee shall mail to each Holder of the
Securities of such Series notice of such default within the earlier of
90 days after such default occurs or 30 days after such default is
known to a trust officer or written notice of such default is received by the
Trustee. Except in the case of a default in the payment of principal of,
premium, if any, or interest on the Securities of any Series, including
payments pursuant to the redemption


 


27

















 


provisions of the
Securities of such Series, the Trustee may withhold notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
such notice is in the interests of Holders of such Series.


 


SECTION 6.06.  Reports by Trustee to Holders.  Within
60 days after each May 15 beginning with the May 15 following the date of
this Indenture, the Trustee shall mail to each Holder of any Series and each
other Person specified in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 that complies with Section 313(a) of
the Trust Indenture Act to the extent required thereby. The Trustee also shall
comply with Section 313(b) of the Trust Indenture Act.


 


The Trustee will file a
copy of each report, at the time of its mailing to Holders of any Series, with
the Commission and each securities exchange on which the Securities of any
Series are listed. The Company promptly will notify the Trustee whenever the
Securities of any Series become listed on any securities exchange and of any
delisting thereof.


 


SECTION 6.07.  Compensation and Indemnity.  The
Company:


 


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


 


(b)           will
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture, including the reasonable compensation and
expenses of its agents and counsel, except to the extent any such compensation
or expense shall be determined to have been caused by its own negligence or
willful misconduct; and


 


(c)           will
fully indemnify the Trustee for, and to hold it harmless against, any loss,
liability, claim, damage or expense arising out of or in connection with the
acceptance or administration of this trust or the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent that
any such loss, liability or expense shall be determined to have been caused by
its own negligence or willful misconduct.


 


As security for the
performance of the Company’s obligations under this Section 6.07, the
Trustee shall have a lien prior to the Securities on all funds or property held
or collected by the Trustee, except for those funds that are held in trust to
pay the principal of or interest, if any, on particular Securities.


 


“Trustee” for purpose of
this Section 6.07 includes any predecessor trustee; provided that the
negligence or bad faith of any Trustee shall not be attributable to any other
Trustee.


 


The Company’s payment
obligations pursuant to this Section 6.07 shall constitute additional
indebtedness hereunder and shall survive the discharge of this Indenture and
resignation or removal of the Trustee. When the Trustee incurs expenses after
the occurrence of


 


28

















 


a default specified in
Sections 5.01(c), such expenses, including reasonable fees and expenses of
counsel, are intended to constitute expenses of administration under bankruptcy
law.


 


SECTION 6.08.  Replacement of Trustee.  The
Trustee may resign at any time with respect to Securities of one or more Series
by so notifying the Company. No such resignation, however, shall be effective
until a successor Trustee has accepted its appointment pursuant to this
Section 6.08. The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any Series may remove the Trustee with respect to
such Series by so notifying the Trustee and the Company. The Company shall
remove the Trustee if:


 


(a)           the
Trustee fails to comply with Section 6.10;


 


(b)           the
Trustee is adjudged bankrupt or insolvent;


 


(c)           a
receiver or public officer takes charge of the Trustee or its property; or


 


(d)           the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, with
respect to the Securities of one or more Series, the Company shall promptly
appoint, by resolution of its Board of Directors, a successor Trustee with
respect to the Securities of such Series.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture with respect to the Securities
of such Series. The successor Trustee shall mail a notice of its succession to
Holders so affected. The retiring Trustee shall upon payment of its charges
hereunder promptly transfer all funds and property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 6.07.


 


If a successor Trustee
does not take office within 30 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each affected
Series may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to comply
with Section 6.10, any Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


SECTION 6.09.  Successor Trustee by Merger.  If
the Trustee consolidates with, merges or converts into or transfers all or
substantially all its corporate trust business or assets to another
corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


 


SECTION 6.10.  Eligibility; Disqualification.  The
Trustee shall at all times satisfy the requirements of Section 310(a)(1)
of the Trust Indenture Act. The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report


 


29

















 


of condition. Neither the
Company nor any person directly or indirectly controlling, controlled by or
under common control with the Company shall serve as Trustee hereunder. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act.


 


SECTION 6.11.  Preferential Collection of Claims Against
Company.  The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.


 


ARTICLE 7

CONCERNING THE HOLDERS


 


SECTION 7.01.  Evidence of Action Taken by Holders.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Holders of any or all Series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and,
subject to Sections 6.01 and 6.02, conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Article 7.


 


(b)           The
ownership of Securities shall be proved by the Security register.


 


SECTION 7.02.  Proof of Execution of Instruments.  Subject
to Sections 6.01 and 6.02, the execution of any instrument by a Holder or
his agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.


 


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


 


SECTION 7.04.  Securities Owned by Company Deemed Not
Outstanding.  In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all
Series have concurred in any direction, consent or waiver under this Indenture,
Securities that are owned by the Company or any other obligor on the Securities
with respect to which such determination is being made, or by any person
directly or indirectly


 


30

















 


controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Securities with respect to which such determination is being
made, shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination. For the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities that the Trustee knows are so owned shall be so disregarded. 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
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities.


 


SECTION 7.05.  Right of Revocation of Action Taken.  At
any time prior to the evidencing to the Trustee, as provided in
Section 7.01, of the taking of any action by the Holders of the percentage
in aggregate principal amount of the Securities of any Series specified in this
Indenture in connection with such action, any Holder of a Security the serial
number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action,
by filing written notice at the Corporate Trust Office and upon proof of holding
as provided in this Article 7, may revoke such action so far as concerns
such Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any Series
specified in this Indenture in connection with such action shall be binding
upon the Company, the Trustee and the Holders of all the Securities affected by
such action. This Section 7.05 shall apply unless otherwise specified as
contemplated by Section 2.03 for the Securities of any Series.


 


ARTICLE 8

SUPPLEMENTAL INDENTURES


 


SECTION 8.01.  Supplemental Indentures Without Consent
of Holders.  Unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series, the Company, when
authorized by a resolution of its Board of Directors, and the Trustee for the
Securities of any Series from time to time and at any time may enter into an
indenture or indentures supplemental hereto, which shall conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof, in
form satisfactory to such Trustee, for one or more of the following purposes:


 


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


 


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


 


(c)           to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of Securities of any


 


31

















 


Series
and, if such additional covenants are to be for the benefit of less than all
the Series of Securities, stating that such covenants are being added solely
for the benefit of such Series, or to surrender any right or power conferred on
the Company;


 


(d)           to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture that may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture, or to make
such other provisions in regard to matters or questions arising under this
Indenture or under any supplemental indenture as the Board of Directors may
deem necessary or desirable and that shall not materially and adversely affect
the interests of the Holders of such Series of Securities;


 


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


 


(f)            to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more Series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than the
one Trustee, pursuant to the requirements of Section 6.08.


 


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


 


Any supplemental
indenture authorized by the provisions of this Section 8.01 may be
executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.02.


 


SECTION 8.02.  Supplemental Indentures with Consent of
Holders.   Except as otherwise specified as contemplated
by Section 2.03 for the Securities of any Series, with the consent
(evidenced as provided in Article 7) of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of each
Series affected by such supplemental indenture, the Company, when authorized by
a resolution of its Board of Directors, and the Trustee for such Series of
Securities, from time to time and at any time, may enter into an indenture or
indentures supplemental hereto, which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each
such Series. Except as otherwise specified as contemplated by Section 2.03
for the Securities of any Series, no such supplemental indenture, however,
shall:


 


(a)           extend
the final maturity date of any Security, reduce the principal amount thereof,
reduce the rate or extend the time of payment of interest thereon, reduce any


 


32

















 


amount
payable on redemption or repurchase thereof, change the time at which the
Securities of any Series may be redeemed, impair or affect the right of any
Holder to receive payment of principal of, and interest on, any Security or to
institute suit for payment thereof or, if the Securities provide therefor,
affect any right of repayment at the option of the Holder without the consent
of each affected Holder of Securities of such Series;


 


(b)           reduce
the aforesaid percentage of Securities of any Series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of each affected Holder of Securities of such Series; or


 


(c)           reduce
the amount of principal payable upon acceleration of the maturity date of any
Original Issue Discount Security without the consent of each affected Holder of
Securities of such Series.


 


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


 


It shall not be necessary
for the consent of the Holders under this Section 8.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section 8.02, the Company shall give notice in
the manner and to the extent provided in Section 14.04 to the Holders of
Securities of each Series affected thereby at their addresses as they shall
appear on the Security register, setting forth in general terms the substance
of such supplemental indenture. Any failure of the Company to mail such notice,
or any defect therein, shall not in any way impair or affect the validity of
any such supplemental indenture.


 


SECTION 8.03.  Effect of Supplemental Indenture.  Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Securities of each Series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes. This Section 8.03 shall apply unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series,


 


33

















 


SECTION 8.04.  Documents to Be Given to Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall be
provided with an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this
Article 8 complies with the applicable provisions of this Indenture.


 


SECTION 8.05.  Notation on Securities in Respect of
Supplemental Indentures. Securities of any Series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 8 may bear, upon the direction of the Company,
a notation in form satisfactory to the Trustee for the Securities of such
Series as to any matter provided for by such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any Series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Outstanding Securities of such
Series.


 


SECTION 8.06.  Subordination Unimpaired. Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, this Indenture may not be amended to alter the subordination of any
of the Outstanding Securities of any Series without the written consent of each
holder of Senior Debt then outstanding that would be adversely affected
thereby.


 


ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 9.01.  Company May Consolidate, Etc. on Certain
Terms.  Unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series, the Company may consolidate
with or merge with or into, or sell, convey or lease all or substantially all
of its assets to, any other corporation; provided that in any such case:


 


(a)           either
the Company shall be the continuing corporation, or the successor corporation
shall be organized and validly existing under the laws of the United States of
America or any State thereof or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company by supplemental indenture satisfactory to
the Trustee, executed and delivered to the Trustee by such corporation, and


 


(b)           the
Company or such successor corporation, as the case may be, shall not be in
material default immediately after such consolidation, merger, sale, conveyance
or lease in the performance or observance of any such covenant or condition.


 


SECTION 9.02.  Successor Corporation Substituted.  In
case of any such consolidation, merger, sale, lease or conveyance, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein. Such successor corporation may cause to
be signed, and may issue either in its own name or in the name of the Company
prior to such succession, any or all of the Securities issuable hereunder that
shall not have been signed by the


 


34

















 


Company and delivered to
the Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture, the Trustee shall authenticate and shall make available for delivery
any Securities that shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All of the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.


 


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


 


In the event of any such
sale or conveyance (except in the case of a lease of all or substantially all
of the assets of the Company) the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.


 


The provisions of this
Section 9.02 shall apply except as otherwise specified as contemplated by
Section 2.03 for the Securities of any Series.


 


SECTION 9.03.  Opinion of Counsel to Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
receive an Opinion of Counsel, prepared in accordance with Section 14.05,
as conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption complies with the applicable provisions of
this Indenture.


 


ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

UNCLAIMED FUNDS


 


SECTION
10.01.  Satisfaction and Discharge
of Indenture; Defeasance. Unless otherwise specified as contemplated
by Section 2.03 for the Securities of any Series,


 


(a)           When
(i) all outstanding Securities of a Series (other than Securities of such
Series replaced or paid pursuant to Section 2.08) have been canceled or
delivered to the Trustee for cancellation or (ii) all outstanding
Securities of such Series have become due and payable, whether at maturity or
as a result of the mailing of a notice of redemption in connection with a
redemption of a Series of Securities, or will become due and payable within one
year, and the Company irrevocably deposits with the Trustee funds in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which opinion shall only be required to be delivered
if U.S. Government Obligations have been so deposited), to pay the principal of
and interest and on the outstanding Securities when due at maturity or upon redemption
of, including interest thereon to maturity or such redemption date (other than
Securities of such Series replaced or paid pursuant to Section 2.08) and
if in either case the Company pays all other sums


 


35

















 


payable hereunder
by the Company, then this Indenture shall, subject to Section 10.01(c),
cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.


 


(b)           Subject
to Sections 10.01(c) and 10.02, the Company at any time may terminate
(i) all of its obligations under the Securities of such Series and this
Indenture (“legal defeasance option“) or (ii) its obligations under
Sections 4.03 (“covenant defeasance option“). The Company may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option for such Series.


 


If the Company exercises
its legal defeasance option with respect to Securities of a Series, payment of
the Securities of such Series may not be accelerated because of an Event of
Default.


 


Upon satisfaction of the
conditions set forth herein and upon request of the Company, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company
terminates.


 


(c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, and 6.07, and in this
Article 10 shall survive until the Securities of such Series have been
paid in full. Thereafter, the Company’s obligations in Sections 6.07 and
10.05 and the Trustee’s obligations under Section 10.04 shall survive such
satisfaction and discharge.


 


SECTION 10.02  Conditions to Defeasance. Unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series, the Company may exercise its legal defeasance option or its covenant
defeasance option only if:


 


(i)            the Company irrevocably deposits in trust with the
Trustee money in an amount sufficient or U.S. Government Obligations, the
principal of and interest on which will be sufficient, or a combination thereof
sufficient, to pay the principal of, and premium (if any) and interest on the
Securities of such Series when due at maturity or redemption, as the case may
be, including interest thereon to maturity or such redemption date;


 


(ii)           in the case of the legal defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(1) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (2) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of such Series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposit and defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such deposit and
defeasance had not occurred; and


 


(iii)          in the case of the covenant defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such


 


36

















 


Series will not recognize income,
gain or loss for Federal income tax purposes as a result of such deposit and
defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.


 


SECTION 10.03  Application of Trust Money. The Trustee
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to this Article 10. It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on
the Securities of such Series. Money and securities so held in trust are not
subject to Article 13.


 


SECTION 10.04  Repayment to Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any money or
U.S. Government Obligations held by it as provided in this Article which, in
the written opinion of nationally recognized firm of independent public
accountants delivered to the Trustee (which opinion shall only be required to
be delivered if U.S. Government Obligations have been so deposited), are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent discharge or defeasance in accordance with this Article.


 


Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the
Company upon written request any money held by them for the payment of
principal or interest or that remains unclaimed for two years, and, thereafter,
Holders entitled to the money must look to the Company for payment as general
creditors, and the Trustee and the Paying Agent shall have no further liability
with respect to such monies.


 


SECTION 10.05  Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.


 


SECTION 10.06  Reinstatement. If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Article 10 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities of such Series shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 10 until such time
as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article 10; provided,
however, that, if the Company has made any payment of principal of or
interest on, any Securities of such Series because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent. This Section 10.06 shall not
apply to any Series unless specified as contemplated by Section 2.03 for
the Securities of such Series.


 


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ARTICLE 11

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


SECTION 11.01.  Applicability of Article.  The
provisions of this Article 11 shall be applicable to the Securities of any
Series which are redeemable before their maturity or to any sinking fund for
the retirement of Securities of a Series except as otherwise specified as
contemplated by Section 2.03 for Securities of such Series.


 


SECTION 11.02.  Notice of Redemption; Partial
Redemptions.


 


This Section 11.02 shall
apply unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


Notice of redemption to
the Holders of Securities of any Series required to be redeemed or to be
redeemed as a whole or in part at the option of the Company shall be given by
giving notice of such redemption as provided in Section 14.04, at least 30
days and not more than 60 days prior to the date fixed for redemption to
such Holders of Securities of such Series. Failure to give notice by mail, or
any defect in the notice to the Holder of any Security of a Series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such Series.


 


The notice of redemption to
each such Holder shall specify the date fixed for redemption, the “CUSIP”
number or numbers for such Securities, the redemption price, the Place of
Payment or Places of Payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice, that
on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue and, if applicable, that a Holder of Securities
who desires to convert Securities for redemption must satisfy the requirements
for conversion contained in such Securities, the then existing conversion price
or rate and the date and time when the option to convert shall expire. If less
than all of the Securities of any Series are to be redeemed, the notice of
redemption shall specify the numbers of the Securities of such Series to be
redeemed. In case any Security of a Series is to be redeemed in part, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such Series in
principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption
of Securities of any Series to be redeemed at the option of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company. If such notice is to be given by the
Trustee, the Company shall provide notice of such redemption to the Trustee at
least 45 days prior to the date fixed for redemption (unless a shorter
notice shall be satisfactory to the Trustee). If such notice is given by the
Company, the Company shall provide a copy of such notice given to the Holders
of such redemption to the Trustee at least three Business Days prior to the
date such notice is given to such Holders, but in any event at least
15 days prior to the date fixed for redemption (unless a shorter notice
shall be satisfactory to the Trustee).


 


38

















 


Unless otherwise
specified pursuant to Section 2.03, not later than the redemption date
specified in the notice of redemption given as provided in this
Section 11.02, the Company will have on deposit with the Trustee or with
one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 3.03)
funds available on such date (or other forms of property, if permitted by the
terms of the Securities of such Series) sufficient to redeem on the redemption
date all the Securities of such Series so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed
for redemption. If less than all the Outstanding Securities of a Series are to
be redeemed, the Company will deliver to the Trustee at least 45 days
prior to the date fixed for redemption an Officers’ Certificate stating the
aggregate principal amount of Securities to be redeemed (unless a shorter
notice shall be satisfactory to the Trustee).


 


If less than all the
Securities of a Series are to be redeemed, the Trustee shall select Securities
of such Series to be redeemed on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion shall deem to be fair and
appropriate, and the Trustee shall promptly notify the Company in writing of
the Securities of such Series selected for redemption and, in the case of any
Securities of such Series selected for partial redemption, the principal amount
thereof to be redeemed. However, if less than all the Securities of any Series
with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular
securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date (unless a shorter
notice shall be satisfactory to the Trustee). Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities
of such Series or any multiple thereof. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Securities of any Series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.


 


This Section 11.02 shall
apply unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 11.03.  Payment of Securities Called for
Redemption.  If notice of redemption has been given as
above provided, the Securities or portions of Securities specified in such
notice shall become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest accrued to
the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or
portions of Securities so called for redemption shall cease to accrue. Except
as provided in Sections 6.01 and 10.04, such Securities shall cease from
and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a Place of Payment specified in said
notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption. If for any
Securities the date fixed for redemption is a regular interest payment date,
payment of interest becoming due on such date


 


39

















 


shall be payable to the
Holders of such Securities registered as such on the relevant record date
subject to the terms and provisions of Section 2.07.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid or duly provided for, bear interest from the date
fixed for redemption at the rate of interest borne by the Security.


 


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


 


This Section 11.03 shall
apply unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 11.04.  Exclusion of Certain Securities from
Eligibility for Selection for Redemption.  Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed
by an authorized officer of the Company and delivered to the Trustee at least
30 days prior to the last date on which notice of redemption may be given
as being owned of record and beneficially by, and not pledged or hypothecated
by, either (a) the Company or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company. This Section
11.04 shall apply unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series.


 


SECTION 11.05.  Mandatory and Optional Sinking Funds.  The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any Series is referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Securities of any Series is referred to as
an “optional sinking fund payment”.
The date on which a sinking fund payment is to be made is referred to as the “sinking fund payment date”.


 


In lieu of providing
funds for all or any part of any mandatory sinking fund payment with respect to
any Series of Securities, the Company at its option:


 


(a)           may
deliver to the Trustee securities of such Series theretofore purchased or otherwise
acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Company or receive credit for Securities of such Series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to
Section 2.10;


 


(b)           may
receive credit for optional sinking fund payments (not previously so credited)
made pursuant to this Section 11.05; or


 


(c)           may
receive credit for Securities of such Series (not previously so credited)
redeemed by the Company through any optional redemption provision contained in
the terms of such Series.


 


40

















 


Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.


 


On or before the 45th day
next preceding each sinking fund payment date for any Series of Securities, the
Company will deliver to the Trustee a written statement (which need not contain
the statements required by Section 14.05) signed by an authorized officer
of the Company which will:


 


(a)           specify
the portion of the mandatory sinking fund payment to be satisfied by delivery
of funds, except as otherwise specified pursuant to Section 2.03 for the
Securities of such Series, and the portion to be satisfied by delivery or
credit of Securities of such Series;


 


(b)           state
that none of the Securities of such Series for which credit is sought has
theretofore been so credited;


 


(c)           state
that no defaults in the payment of interest or Events of Default with respect
to such Series have occurred (which have not been waived or cured) and are
continuing;


 


(d)           state
whether or not the Company intends to exercise its right to make an optional
sinking fund payment with respect to such Series and, if so, specifying the
amount of such optional sinking fund payment which the Company intends to pay
on or before the next succeeding sinking fund payment date; and


 


(e)           specify
such sinking fund payment date.


 


Any Securities of such
Series to be credited and required to be delivered to the Trustee in order for
the Company to be entitled to credit therefor that have not previously been
delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10
to the Trustee with such written statement. Such written statement shall be
irrevocable. Upon its receipt by the Trustee, the Company shall become
unconditionally obligated to make all the payments, if any, therein referred to
on or before the next succeeding sinking fund payment date. Failure of the
Company, on or before any such 45th day, to deliver such written statement and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the
Company (i) that the mandatory sinking fund payment for such Series due on
the next succeeding sinking fund payment date shall be paid entirely in funds
without the option to deliver or credit Securities of such Series in respect
thereof and (ii) that the Company will make no optional sinking fund
payment with respect to such Series as provided in this Section 11.05.


 


If the sinking fund
payment or payments (mandatory or optional or both) to be made in funds on the
next succeeding sinking fund payment date plus any unused balance of any
preceding sinking fund payments made in funds shall exceed $100,000 (or a
lesser amount if the Company shall so request) with respect to the Securities
of any particular Series, such funds shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $100,000 or less and the Company makes
no such


 


41

















 


request, then it shall be
carried over until an amount in excess of $100,000 is available. The Trustee
shall select, in the manner provided in Section 11.02 and giving effect to
any exclusions required pursuant to Section 11.04, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such
Series to absorb, as nearly as may be possible, such funds and shall inform the
Company of the serial numbers of the Securities of such Series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the
Company, shall cause notice of redemption of the Securities of such Series to
be given in substantially the manner provided in Section 11.02 for the
redemption of Securities of such Series. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
Series shall be added to the next sinking fund payment for such Series and,
together with such payment, shall be applied in accordance with the provisions
of this Section 11.05. Any and all sinking fund amounts held on the stated
maturity date of the Securities of any particular Series (or earlier, if such
maturity is accelerated) that are not held for the payment or redemption of
particular Securities of such Series shall be applied, together with other
amounts, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such Series at maturity.


 


Unless otherwise
specified pursuant to Section 2.03, not later than the sinking fund
payment date, the Company shall have paid to the Trustee or shall otherwise
provide funds available on such date for the payment of all principal and
interest accrued to the date fixed for redemption on Securities to be redeemed
on such sinking fund payment date.


 


The Trustee shall not
redeem or cause to be redeemed any Securities of a Series with sinking fund
amounts or mail or publish any notice of redemption of Securities for such
Series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Event of Default except that,
where the mailing or publication of notice of redemption of any Securities previously
shall have been made, the Trustee shall redeem or cause to be redeemed such
Securities; provided that it shall have received from the Company amounts
sufficient for such redemption. Except as aforesaid, any amounts in the sinking
fund for such Series at the time when any such default or Event of Default
shall occur, and any amounts thereafter paid into the sinking fund, during the
continuance of such default or Event of Default, shall be deemed to have been
collected under Article 5 and held for the payment of all such Securities.
In case such Event of Default shall have been waived as provided in
Section 5.09 or the default cured on or before the sixtieth day preceding
the sinking fund payment date in any year, such amounts thereafter shall be
applied on the next succeeding sinking fund payment date in accordance with
this Section 11.05 to the redemption of such Securities.


 


SECTION 11.06.  Repayment at the Option of the Holders.  Securities
of any Series that are repayable at the option of the Holders before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such Series.


 


The repayment of any
principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their stated maturity, for purposes of
Section 10.01, shall not operate as a payment, redemption or satisfaction
of the indebtedness represented by such Securities unless and until the
Company, at its option, shall deliver or surrender the same to the Trustee with
a direction that such Securities be cancelled.


 


42

















 


SECTION 11.07.  Conversion Arrangement on Call for
Redemption.  In connection with any redemption of
Securities, the Company may arrange for the purchase and conversion of any
Securities called for redemption by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the
Trustee or the Paying Agent in trust for the Holders of Securities, on or
before 10:00 a.m. New York time on the redemption date, an amount not less
than the redemption price, together with interest, if any, accrued to the
redemption date of such Securities, in immediately available funds. Notwithstanding
anything to the contrary contained in this Article 11, the obligation of
the Company to pay the redemption price of such Securities, including all
accrued interest, if any, shall be deemed to be satisfied and discharged to the
extent such amount is so paid by such purchasers. If such an agreement is
entered into, any Securities not duly surrendered for conversion by the Holders
thereof, at the option of the Company, may be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such Holders and surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the last day on which such Securities called for redemption may be
converted in accordance with this Indenture and the terms of such Securities,
subject to payment to the Trustee or Paying Agent of the above-described amount.
The Trustee or the Paying Agent shall hold and pay to the Holders whose
Securities are selected for redemption any such amount paid to it in the same
manner as it would pay funds deposited with it by the Company for the
redemption of Securities. Without the Trustee’s and the Paying Agent’s prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect
any of the powers, duties, responsibilities or obligations of the Trustee and
the Paying Agent as set forth in this Indenture. The Company agrees to
indemnify the Trustee and the Paying Agent from, and hold them harmless
against, any loss, liability or expense arising out of or in connection with
any such arrangement for the purchase and conversion of any Securities between
the Company and such purchasers, including the reasonable costs and expenses
incurred by the Trustee and the Paying Agent in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of their powers, duties, responsibilities or obligations under this
Indenture.


 


ARTICLE 12

CONVERSION OF SECURITIES


 


SECTION 12.01.  Applicability of Article.  Securities
of any Series that are convertible into Common Shares at the option of the
Holder of such Securities shall be convertible in accordance with their terms
and, unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series, in accordance with this Article 12. Each reference in
this Article 12 to “a Security” or “the Securities” refers to the
Securities of the particular Series that is convertible into Common Shares. If
more than one Series of Securities with conversion privileges are Outstanding
at any time, the provisions of this Article 12 shall be applied separately
to each such Series.


 


SECTION 12.02.  Right of Holders to Convert Securities
into Common Shares.  Subject to the provisions of
Section 11.07 and this Article 12, at the option of the Holder
thereof, any Security of any Series that is convertible into Common Shares, or
any portion of the principal amount thereof which is $1,000 or any integral
multiple of $1,000, may be converted into duly authorized, validly issued,
fully paid and nonassessable Common Shares at any time during the period
specified in the Securities of such Series, or in case such Security or portion
thereof shall


 


43

















 


have been called for
redemption, then in respect of such Security or portion thereof until (unless
the Company shall default in payment due upon the redemption thereof) the close
of business on the redemption date (except that in the case of repayment at the
option of the Holder, if specified in the terms of the relevant Security, such
right shall terminate upon the Company’s receipt of written notice of the
exercise of such option), as specified in such Security, at the conversion
price or conversion rate for each $1,000 principal amount of Securities (such
initial conversion rate reflecting an initial conversion price specified in
such Security) in effect on the conversion date, or, in case an adjustment in
the conversion price has taken place pursuant to the provisions of this Article 12,
then at the applicable conversion price as so adjusted, upon surrender of the
Security or Securities, the principal amount of which is so to be converted, to
the Company at any time during usual business hours at the office or agency to
be maintained by it in accordance with the provisions of Section 3.02,
accompanied by a written notice of election to convert as provided in
Section 12.03. If the Holder requests that the Common Shares be registered
in a name other than that of the Holder, such notice also shall be accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company and/or the Trustee, as applicable, duly executed by the Holder thereof
or his attorney duly authorized in writing. All Securities surrendered for
conversion shall, if surrendered to the Company or any conversion agent, be
delivered to the Trustee for cancellation and cancelled by it, or shall, if
surrendered to the Trustee, be cancelled by it, as provided in
Section 2.10.


 


The initial conversion price
or conversion rate in respect of a Series of Securities shall be as specified
in the Securities of such Series. The conversion price or conversion rate will
be subject to adjustment on the terms set forth in Section 12.05 or such
other or different terms, if any, as may be specified by Section 2.03 for
Securities of such Series. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of any portion of such
Security.


 


SECTION 12.03.  Issuance of Common Shares on Conversions.  As
promptly as practicable after the surrender, as herein provided, of any
Security or Securities for conversion into Common Shares, the Company shall
deliver or cause to be delivered at the office or agency to be maintained by it
in accordance with the provisions of Section 3.02 to or upon the written
order of the Holder of the Security or Securities so surrendered a certificate
or certificates representing the number of duly authorized, validly issued,
fully paid and nonassessable Common Shares into which such Security or
Securities may be converted in accordance with the terms thereof and the
provisions of this Article 12. Prior to delivery of such certificate or
certificates, the Company shall require written notice at its said office or agency
from the Holder of the Security or Securities so surrendered stating that the
Holder irrevocably elects to convert such Security or Securities, or, if less
than the entire principal amount thereof is to be converted, stating the
portion thereof to be converted. Such notice shall also state the name or names
(with address and social security or other taxpayer identification number) in
which said certificate or certificates are to be issued. Such conversion shall
be deemed to have been made at the time that such Security or Securities shall
have been surrendered for conversion and such notice shall have been received
by the Company or the Trustee and such conversion shall be at the conversion
price in effect at such time. The rights of the Holder of such Security or
Securities as a Holder shall cease at such time, and the Person or Persons
entitled to receive the Common Shares upon conversion of such Security or
Securities shall be treated for all purposes as having become either record
holder or holders of such Common Shares at such time. In the case of any
Security


 


44

















 


of any Series that is
converted in part only, upon such conversion the Company shall execute and,
upon the Company’s request and at the Company’s expense, the Trustee or an
authenticating agent shall authenticate and deliver to the Holder thereof, as
requested by such Holder, a new Security or Securities of such Series of
authorized denominations in aggregate principal amount equal to the unconverted
portion of such Security.


 


If the last day on which
such Security may be converted is not a Business Day in a place where the
conversion agent for that Security is located, such Security may be surrendered
to that conversion agent on the next succeeding day that is a Business Day.


 


The Company shall not be
required to deliver certificates for Common Shares upon conversion while its
stock transfer books are closed for a meeting of shareholders or for the
payment of dividends or for any other purpose, but certificates for Common
Shares shall be delivered as soon as the stock transfer books shall again be
opened.


 


SECTION 12.04.  No Payment or Adjustment for Interest or
Dividends.  Unless otherwise specified as contemplated by
Section 2.03 for Securities of such Series, Securities surrendered for
conversion into Common Shares during the period from the close of business on
any regular record date or special record date next preceding any interest
payment date to the opening of business on such interest payment date (except
Securities called for redemption on a redemption date within such period) when
surrendered for conversion must be accompanied by payment (by certified or
official bank check to the order of the Company payable in clearing house funds
at the location where the Securities are surrendered) of an amount equal to the
interest thereon which the Holder is entitled to receive on such interest
payment date. Payment of interest shall be made, on such interest payment date
or such other payment date (as set forth in Section 2.07), as the case may
be, to the Holder of the Securities as of such regular record date or special
record date, as applicable. Except where Securities surrendered for conversion
must be accompanied by payment as described above, no interest on converted
Securities will be payable by the Company on any interest payment date
subsequent to the date of conversion. No other payment or adjustment for
interest or dividends is to be made upon conversion. Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed
number of Common Shares into which such Security is convertible delivered by
the Company to the Holder thereof shall be applied, first, to the portion
attributable to the accrued original issue discount relating to the period from
the date of issuance to the date of conversion of such Security, and, second,
to the portion attributable to the balance of the principal amount of such
Security.


 


SECTION 12.05.  Adjustment of Conversion Price.  Unless
otherwise specified as contemplated by Section 2.03 for Securities of such
Series, the conversion price for Securities convertible into Common Shares
shall be adjusted from time to time as follows:


 


(a)           If
the Company shall (x) pay a dividend or make a distribution on Common
Shares in Common Shares, (y) subdivide the outstanding Common Shares into
a greater number of shares or (z) combine the outstanding Common Shares
into a smaller number of shares, the conversion price for the Securities of
such Series shall be adjusted so that the Holder of any such Security
thereafter surrendered for conversion shall be entitled to receive the number
of Common Shares that such Holder would have owned or


 


45

















 


have
been entitled to receive after the happening of any of the events described
above had such Security been converted immediately prior to the record date in
the case of a dividend or the effective date in the case of subdivision or
combination. An adjustment made pursuant to this
Section 12.05(a) shall become effective immediately after the record
date in the case of a dividend, except as provided in Section 12.05(h),
and shall become effective immediately after the effective date in the case of
a subdivision or combination.


 


(b)           If
the Company shall issue rights or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 days after the record date
mentioned below) to subscribe for or purchase Common Shares at a price per
share less than the current market price per share of Common Shares (as defined
for purposes of this Section 12.05(b) in Section 12.05(e)), at the record
date for the determination of shareholders entitled to receive such rights or
warrants, the conversion price in effect immediately prior thereto shall be
adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Common Shares outstanding on such
record date plus the number of Common Shares which the aggregate offering price
of the total number of Common Shares so offered would purchase at such current
market price, and the denominator of which shall be the number of Common Shares
outstanding on such record date plus the number of additional Common Shares
receivable upon exercise of such rights or warrants. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and shall
become effective immediately, except as provided in Section 12.05(h),
after such record date. In determining whether any rights or warrants entitle
the Holders of the Securities of such Series to subscribe for or purchase
Common Shares at less than such current market price, and in determining the
aggregate offering price of such Common Shares, there shall be taken into
account any consideration received by the Company for such rights or warrants
plus the exercise price thereof, the value of such consideration or exercise price,
as the case may be, if other than cash, to be determined by the Board of
Directors.


 


(c)           If
the Company shall distribute to all holders of Common Shares any shares of
capital stock of the Company (other than Common Shares) or evidences of its
indebtedness or assets (excluding cash dividends or distributions paid from
retained earnings of the Company) or rights or warrants to subscribe for or
purchase any of its securities (excluding those rights or warrants referred to
in Section 12.05(b)) (any of the foregoing being herein in this
Section 12.05(c) called the “Special
Securities”), the conversion price shall be adjusted as provided in
the next sentence unless the Company elects to reserve such Special Securities
for distribution to the Holders of Securities of such Series upon the
conversion so that any such Holder converting such Securities will receive upon
such conversion, in addition to the Common Shares to which such Holder is
entitled, the amount and kind of Special Securities which such Holder would
have received if such Holder had, immediately prior to the record date for the
distribution of the Special Securities, converted Securities into Common Shares.
The conversion price, as adjusted, shall equal the price determined by
multiplying the conversion price in effect immediately prior to such record
date by a fraction the numerator of which shall be the current market price per
share (as defined for purposes of this Section 12.05(c) in


 


46

















 


Section 12.05(e))
of Common Shares on the record date mentioned above less the then fair market
value (as determined by the Board of Directors, whose determination shall, if
made in good faith, be conclusive) of the portion of the Special Securities so
distributed applicable to one Common Share, and the denominator of which shall
be the current market price per Common Shares (as defined in
Section 12.05(e)). In the event the then fair market value (as so
determined) of the portion of the Special Securities so distributed applicable
to one Common Share is equal to or greater than the current market price per
Common Share (as defined in Section 12.05(e)) on the record date mentioned
above, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Holder of Securities of such Series shall have the right to receive
the amount and kind of Special Securities such holder would have received had
he converted such Securities immediately prior to the record date for the
distribution of the Special Securities. Such adjustment shall become effective
immediately, except as provided in Section 12.05(h), after the record date
for the determination of shareholders entitled to receive such distribution.


 


(d)           If,
pursuant to Section 12.05(b) or 12.05(c), the conversion price shall have
been adjusted because the Company has declared a dividend, or made a
distribution, on the outstanding Common Shares in the form of any right or
warrant to purchase securities of the Company, or the Company has issued any
such right or warrant, then, upon the expiration of any such unexercised right
or unexercised warrant, the conversion price shall forthwith be adjusted to
equal the conversion price that would have applied had such right or warrant
never been declared, distributed or issued.


 


(e)           For
the purpose of any computation under Section 12.05(b), the current market
price per Common Share on any date shall be deemed to be the average of the
reported last sales prices for the 30 consecutive Trading Days (as defined
below) commencing 45 Trading Days before the date in question. For the
purpose of any computation under Section 12.05(c), the current market
price per Common Share on any date shall be deemed to be the average of the
reported last sales prices for the ten consecutive Trading Days before the date
in question. The reported last sales price for each day (whether for purposes
of Section 12.05(b) or 12.05(c)) shall be the reported last sales price,
regular way, or, in case no sale takes place on such day, the average of the
reported closing bid and asked prices, regular way, in either case as reported
on the New York Stock Exchange Composite Tape or, if the Common Shares are not
listed or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which the Common Shares are listed or admitted
to trading or, if not listed or admitted to trading on any national securities
exchange, on the Nasdaq National Market or, if the Common Shares are not quoted
on the Nasdaq National Market, the average of the closing bid and asked prices
on such day in the over-the-counter market as furnished by any New York Stock
Exchange member firm regularly making a market in the Common Shares selected
for such purpose by the Board of Directors or, if no such quotations are
available, the fair market value of the Common Shares as determined by a New
York Stock Exchange member firm regularly making a market in the Common Shares
selected for such purpose by the Board of Directors. As used herein, the term “Trading Day” with respect to the Common
Shares means (x) if the Common Shares are listed or admitted for trading
on the New York Stock Exchange or another national securities exchange, a day
on which the New York Stock Exchange or such other national


 


47

















 


securities
exchange is open for business, (y) if the Common Shares are quoted on the
Nasdaq National Market, a day on which trades may be made on the Nasdaq
National Market or (z) otherwise, any day other than a Saturday or Sunday
or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.


 


(f)            No
adjustment in the conversion price shall be required unless such adjustment
would require an increase or decrease of at least 1% in such price. Any
adjustments that by reason of this Section 12.05(f) are not required to be
made, however, shall be carried forward and taken into account in any
subsequent adjustment. Any adjustment required to be made in accordance with
the provisions of this Article 12 shall be made not later than such time
as may be required in order to preserve the tax free nature of a distribution
to the holders of Common Shares. All calculations under this Article 12
shall be made to the nearest cent or to the nearest one-one hundredth of a
share, as the case may be, with one-half cent and one-two hundredth of a share,
respectively, being rounded upward. The Company shall be entitled to make such
reductions in the conversion price, in addition to those required by this
Section 12.05, as it in its discretion shall determine to be advisable in
order that any stock dividend, subdivision of shares, distribution of rights or
warrants to purchase stock or securities or distribution of other assets (other
than cash dividends) made by the Company to its shareholders shall not be
taxable.


 


(g)           Whenever
the conversion price is adjusted, the Company shall file with the Trustee, at
the Corporate Trust Office of the Trustee, and with the office or agency maintained
by the Company for the conversion of Securities of such Series pursuant to
Section 3.02, an Officers’ Certificate, setting forth the conversion price
after such adjustment and setting forth a brief statement of the facts
requiring such adjustment, which certificate shall be conclusive evidence of
the correctness of such adjustment. Neither the Trustee nor any conversion
agent shall be under any duty or responsibility with respect to any such
certificate or any facts or computations set forth therein, except to exhibit
said certificate from time to time to any Holder of a Security of such Series
desiring to inspect the same. The Company shall promptly cause a notice setting
forth the adjusted conversion price to be mailed to the Holders of Securities
of such Series, as their names and addresses appear upon the Security register.


 


(h)           In
any case in which this Section 12.05 provides that an adjustment shall
become effective immediately after a record date for an event, the Company may
defer until the occurrence of such event (y) issuing to the Holder of any
Security of such Series converted after such record date and before the
occurrence of such event the additional Common Shares issuable upon such
conversion by reason of the adjustment required by such event over and above
the Common Shares issuable upon such conversion before giving effect to such
adjustment and (z) paying to such holder any amount in cash in lieu of any
fractional Common Shares pursuant to Section 12.06.


 


SECTION 12.06.  No Fractional Shares to Be Issued.  No
fractional Common Shares shall be issued upon any conversion of Securities. If
more than one Security of any Series shall be surrendered for conversion at one
time by the same Holder, the number of full Common


 


48

















 


Shares which shall be
issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities of such Series (or specified
portions thereof to the extent permitted hereby) so surrendered. Instead of a
fraction of a Common Share which would otherwise be issuable upon conversion of
any Security or Securities (or specified portions thereof), the Company shall
pay a cash adjustment (computed to the nearest cent, with one-half cent being
rounded upward) in respect of such fraction of a share in an amount equal to
the same fractional interest of the reported last sales price (as defined in
Section 12.05(e)) of the Common Shares on the Trading Day (as defined in
Section 12.05(e)) next preceding the day of conversion.


 


SECTION 12.07.  Preservation of Conversion Rights upon
Consolidation, Merger, Sale or Conveyance.  In case of any
consolidation of the Company with, or merger of the Company into, any other
corporation (other than a consolidation or merger in which the Company is the
surviving corporation), or in the case of any sale or transfer of all or
substantially all of the assets of the Company, the corporation formed by such
consolidation or the corporation into which the Company shall have been merged
or the corporation which shall have acquired such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture in accordance
with the provisions of Articles 8 and 9 as they relate to supplemental indentures,
providing that the Holder of each Outstanding Security that was convertible
into Common Shares shall have the right thereafter to convert such Security
into the kind and amount of shares of stock and other securities and property,
including cash, receivable upon such consolidation, merger, sale or transfer by
a holder of the number of Common Shares into which such Securities might have
been converted immediately prior to such consolidation, merger, sale or
transfer. Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Article 12. Neither the Trustee nor any conversion agent shall
have any liability or responsibility for determining the correctness of any
provision contained in any such supplemental indenture relating either to the
kind or amount of shares of stock or other securities or property receivable by
Holders of the Securities upon the conversion of their Securities after any
such consolidation, merger, sale or transfer, or to any adjustment to be made
with respect thereto and, subject to the provisions of Section 313 of the
Trust Indenture Act, may accept as conclusive evidence of the correctness of
any such provisions, and shall be protected in relying upon, an Officers’
Certificate with respect thereto and an Opinion of Counsel with respect to
legal matters related thereto. If in the case of any such consolidation,
merger, sale or transfer, the stock or other securities and property receivable
by a Holder of the Securities includes stock or other securities and property
of a corporation other than the successor or purchasing corporation, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the
Holders of the Securities as the Board of Directors shall reasonably consider
necessary. The above provisions of this Section 12.07 shall similarly
apply to successive consolidations, mergers, sales or transfers.


 


SECTION 12.08.  Notice to Holders of the Securities of a
Series Prior to Taking Certain Types of Action.  With
respect to the Securities of any Series, in case:


 


(a)           the
Company shall authorize the issuance to all holders of Common Shares of rights
or warrants to subscribe for or purchase shares of its capital stock or of any
other right;


 


49

















 


(b)           the
Company shall authorize the distribution to all holders of Common Shares of
evidences of indebtedness or assets (except for cash dividends or distributions
paid from retained earnings of the Company);


 


(c)           of
any subdivision or combination of Common Shares or of any consolidation or
merger to which the Company is a party and for which approval by the shareholders
of the Company is required, or of the sale or transfer of all or substantially
all of the assets of the Company; or


 


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


 


the Company shall
cause to be filed with the Trustee and at the office or agency maintained for
the purpose of conversion of Securities of such Series pursuant to
Section 3.02, and shall cause to be mailed to the Holders of Securities of
such Series at their last addresses as they shall appear on the Security
register, at least ten days prior to the applicable record date hereinafter
specified, a notice stating (i) the date as of which the holders of Common
Shares to be entitled to receive any such rights, warrants or distribution are
to be determined, or (ii) the date on which any such subdivision,
combination, consolidation, merger, sale, transfer, dissolution, liquidation,
winding up or other action is expected to become effective, and the date as of
which it is expected that holders of record of Common Shares shall be entitled
to exchange their Common Shares for securities or other property, if any,
deliverable upon such subdivision, combination, consolidation, merger, sale,
transfer, dissolution, liquidation, winding up or other action. The failure to
give the notice required by this Section 12.08 or any defect therein shall
not affect the legality or validity of any distribution, right, warrant,
subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action, or the vote upon any of the foregoing.


 


SECTION 12.09.  Covenant to Reserve Shares for Issuance
on Conversion of Securities.  The Company at all times
will reserve and keep available out of each class of its authorized Common
Shares, free from preemptive rights, solely for the purpose of issue upon
conversion of Securities of any Series as herein provided, such number of
Common Shares as shall then be issuable upon the conversion of all Outstanding
Securities of such Series. The Company covenants that all Common Shares which
shall be so issuable, when issued or delivered, shall be duly and validly
issued Common Shares into which Securities of such Series are convertible, and
shall be fully paid and nonassessable, free of all liens and charges and not
subject to preemptive rights and that, upon conversion, the appropriate capital
stock accounts of the Company will be duly credited.


 


SECTION 12.10.  Compliance with Governmental
Requirements.  If any Common Shares required to be reserved for
purposes of conversion of Securities hereunder require registration or listing
with or approval of any governmental authority under any Federal or State law,
pursuant to the Securities Act or the Securities Exchange Act or any national
or regional securities exchange on which the Common Shares are listed at the
time of delivery of any Common Shares, the Company will use its best efforts to
cause such shares to be duly registered, listed or approved, as the case may
be, before such shares may be issued upon conversion.


 


50

















 


SECTION 12.11.  Payment of Taxes upon Certificates for
Shares Issued upon Conversion.  The issuance of
certificates for Common Shares upon the conversion of Securities shall be made
without charge to the converting Holders for any tax (including documentary and
stamp taxes) in respect of the issuance and delivery of such certificates, and
such certificates shall be issued in the respective names of, or in such names
as may be directed by, the Holders of the Securities converted. The Company,
however, shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate in a
name other than that of the Holder of the Security converted, and the Company
shall not be required to issue or deliver such certificate unless or until the
Person or Persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.


 


SECTION 12.12.  Trustee’s Duties with Respect to
Conversion Provisions.  The Trustee and any conversion
agent shall have no duty to any Holder to determine whether any facts exist
that may require any adjustment of the conversion rate, or with respect to the
nature or extent of any such adjustment when made, or with respect to the
method employed, in making the same. Neither the Trustee nor any conversion
agent shall be accountable with respect to the registration under securities
laws, listing, validity or value (or the kind or amount) of any Common Shares,
or of any other securities or property, that at any time may be issued or
delivered upon the conversion of any Security, and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Neither the
Trustee nor any conversion agent shall be responsible for any failure of the
Company to make any payment or to issue, transfer or deliver any Common Shares
or stock certificates or other securities or property upon the surrender of any
Security for the purpose of conversion. The Trustee and any conversion agent,
subject to the provisions of Section 313 of the Trust Indenture Act, shall
not be responsible for any failure of the Company to comply with any of the
covenants contained in this Article 12.


 


SECTION 12.13.  Conversion of Securities into Preferred
Shares or Other Securities. Notwithstanding anything to the contrary
in this Article 12, the Company may issue Securities that are convertible
into Preferred Shares or other securities of the Company, including Preferred
Shares convertible into Common Shares, in which case all terms and conditions
relating to the conversion of Securities into Preferred Shares or other
securities, including any terms similar to those provided in
Sections 12.01 through 12.12, shall be as provided in or pursuant to an
appropriate resolution of the Board of Directors or in any indenture
supplemental hereto or as otherwise contemplated by Section 2.03.


 


ARTICLE 13

SUBORDINATION OF SECURITIES


 


SECTION 13.01. AGREEMENT
TO SUBORDINATE. The Company covenants and agrees, and each Holder of Securities
issued hereunder by his acceptance thereof likewise covenants and agrees, that
all Securities shall be issued subject to the provisions of this Article 13;
and each person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof accepts and agrees to be bound by such
provisions.


 


The payment by the
Company of the principal of, premium, if any and interest on all Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be


 


51

















 


subordinated and junior
in right of payment in full in cash or cash equivalents to all Senior Debt,
whether outstanding at the date of this Indenture or thereafter incurred.


 


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


 


Notwithstanding anything
in this Article 13 to the contrary, this Article 13 shall apply to all Series
of Securities, except to the extent otherwise specified as contemplated by
Section 2.03 for the Securities of any Series.


 


SECTION 13.02. DEFAULT ON
SENIOR DEBT. In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Debt, or in the event that the maturity of any Senior Debt has
been accelerated because of a default, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption
payments) of or premium, if any, or interest on the Securities until such
default shall have been cured or waived in writing or shall have ceased to
exist or such Senior Debt shall have been discharged or paid in full.


 


In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee or
any Holder when such payment is prohibited by the preceding paragraphs of this
Section 13.02, such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear.


 


SECTION 13.03. LIQUIDATION;
DISSOLUTION; BANKRUPTCY. Upon any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash property or
securities, to creditors upon any liquidation, dissolution, winding up,
receivership, reorganization, assignment for the benefit of creditors,
marshaling of assets and liabilities or any bankruptcy, insolvency or similar
proceedings of the Company, all amounts due or to become due upon all Senior
Debt shall first be paid in full, in cash or cash equivalents, or payment
thereof provided for in accordance with its terms, before any payment is made
on account of the principal of, premium, if any, or interest on the
indebtedness evidenced by the Securities, and upon any such liquidation,
dissolution, winding up, receivership, reorganization, assignment, marshaling
or proceeding, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders or
the Trustee under this Indenture would be entitled except for the provisions of
this Article 13, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay all Senior Debt in full (including, without
limitation, except to the extent, if any, prohibited by mandatory provisions of
law, post-petition interest, in any such proceedings), after giving effect to
any concurrent payment or distribution to


 


52

















 


or for the holders of
Senior Debt, before any payment or distribution is made to the holders of the
indebtedness evidenced by the Securities or to the Trustee under this
Indenture.


 


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


 


For purposes of this
Article 13, the words “cash, property or securities” shall not be deemed to
include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of
arrangement, reorganization or readjustment, the payment of which is subordinated
(at least to the extent provided in this Article 13 with respect to the
Securities) to the payment of all Senior Debt which may at the time be
outstanding. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article 9 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section if such other
Person shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article 9. Nothing in Section 13.02
or this Section 13.03 shall apply to claims of, or payments to, the
Trustee under or pursuant to Article 6, except as provided therein. This
Section shall be subject to the further provisions of Section 13.06.


 


SECTION 13.04. SUBROGATION
OF SECURITIES. Subject to the payment in full of all Senior Debt, the rights of
the holders of the Securities shall be subrogated to the rights of the holders
of Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Debt until the principal of,
premium, if any, and interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders
of the Senior Debt of any cash, property or securities to which the holders of
the Securities or the Trustee on their behalf would be entitled except for the
provisions of this Article 13 and no payment ever pursuant to the provisions of
this Article 13 to the holders of Senior Debt by holders of the Securities or the
Trustee on their behalf shall, as between the Company, its creditors other than
holders of Senior Debt and the holders of the Securities, be deemed to be a
payment by the Company to or on account of the Senior Debt; and no payments or
distributions of cash, property or securities to or for the benefit of the
Holders pursuant to the subrogation provisions of this Article 13, which would
otherwise have been paid to the holders of Senior Debt shall be deemed to be a
payment by the Company to or for the account of the Securities. It is
understood that the provisions of this Article 13 are and are intended solely
for the purpose of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of the Senior Debt, on the other hand.


 


53

















 


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


 


Upon any payment or
distribution of assets of the Company referred to in this Article 13, the
Trustee, subject to the provisions of Article Six, and the holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such liquidation, dissolution, winding up,
receivership, reorganization, assignment or marshaling proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the holders of the Securities, for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 13.


 


SECTION 13.05. AUTHORIZATION
BY HOLDERS. Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 13 and
appoints the Trustee his attorney-in-fact for any and all such purposes.


 


SECTION 13.06. NOTICE TO
TRUSTEE. The Company shall give prompt written notice to the Trustee and to any
paying agent of any fact known to the Company which would prohibit the making
of any payment of moneys to or by the Trustee or any paying agent in respect of
the Securities pursuant to the provisions of this Article 13. Regardless of
anything to the contrary contained in this Article 13 or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any Senior Debt or of any default or event of default with respect to any
Senior Debt or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee, unless and until the Trustee shall have
received notice in writing at its principal Corporate Trust Office to that
effect signed by an officer of the Company, or by a holder or agent of a holder
of Senior Debt who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
agent, or by the trustee under any indenture pursuant to which Senior Debt
shall be outstanding, and, prior to the receipt of any such written notice, the
Trustee shall, subject to the provisions of Article 6, be entitled to assume
that no such facts exist; provided, however,
that if on a date at least three Business Days prior to the date upon which by
the terms hereof any such moneys shall become payable for any purpose
(including, without limitation, the payment of the principal of, or interest on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 13.06, then, regardless of
anything herein to the contrary, the Trustee shall have full power and authority
to receive such moneys and to apply the


 


54

















 


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


 


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


 


SECTION 13.07. TRUSTEE’S
RELATION TO SENIOR DEBT. The Trustee and any agent of the Company or the
Trustee shall be entitled to all the rights set forth in this Article 13 with
respect to any Senior Debt which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Senior Debt and nothing in this Indenture shall deprive the Trustee or any such
agent, of any of its rights as such holder. Nothing in this Article 13 shall
apply to claims of, or payments to, the Trustee under or pursuant to Article
Six.


 


With respect to the
holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 13, and no implied covenants or obligations with respect to the holders
of Senior Debt shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and, subject to the provisions of Article 6, the Trustee shall not be
liable to any holder of Senior Debt if it shall pay over or deliver to holders
of Securities, the Company or any other person moneys or assets to which any
holder of Senior Debt shall be entitled by virtue of this Article 13 or
otherwise.


 


SECTION 13.08. NO
IMPAIRMENT TO SUBORDINATION. No right of any present or future holder of any
Senior Debt to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder
may have or otherwise be charged with.


 


Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior Debt
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this Article 13 or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Debt, or otherwise amend or supplement in any manner such
Senior Debt or any instrument evidencing the same or any agreement under which
such Senior Debt is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged


 


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or otherwise securing
such Senior Debt; (iii) release any Person liable in any manner for the
collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company, as the case may be, and any other
Person.


 


SECTION 13.09. ARTICLE
APPLICABLE TO PAYING AGENTS. In case at any time any paying agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article 13 shall in such case (unless the
context otherwise requires) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if
such paying agent were named in this Article 13 in addition to or in place of
the Trustee.


 


SECTION 1310. TRUST
MONEYS NOT SUBORDINATED. Notwithstanding anything contained herein to the
contrary, payments from cash or the proceeds of U.S. Government Obligations
held in trust under Article 10 of this Indenture by the Trustee for the payment
of principal of and interest on the Securities shall not be subordinated to the
prior payment of any Senior Debt or subject to the restrictions set forth in
this Article 13, and none of the Holders shall be obligated to pay over any
such amount to the Company or any holder of Senior Debt or any other creditor
of the Company.


 


ARTICLE 14

MISCELLANEOUS PROVISIONS


 


SECTION 14.01.  Incorporators, Shareholders, Officers and
Directors of Company Exempt from Individual Liability.  No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security shall be had against any incorporator as such or
against any past, present or future shareholder, employee, officer or director
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities. This Section 14.01 shall apply
unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 14.02.  Provisions of Indenture for the Sole
Benefit of Parties and Holders.  Nothing in this Indenture
or in the Securities, expressed or implied, shall give or be construed to give
to any Person, firm or corporation, other than the parties hereto, any Paying
Agent and their successors hereunder and the Holders of the Securities any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.


 


SECTION 14.03.  Successors and Assigns of Company Bound
by Indenture.  All the covenants, stipulations, promises
and agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.


 


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SECTION 14.04.  Notices and Demands on Company, Trustee
and Holders.  Any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders of Securities to or on the Company may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Company
is filed by the Company with the Trustee) to Alliant Techsystems Inc., 5050
Lincoln Drive, Edina, Minnesota, 55436-1097, Attention:
Corporate Secretary. Any notice, direction, request or demand by the Company or
any Holder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made at the Corporate Trust
Office.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed by
first-class mail, postage prepaid to such Holders as their names and addresses
appear in the Security register within the time prescribed. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.


 


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


 


SECTION 14.05.  Officers’ Certificates and Opinions of
Counsel; Statements to Be Contained Therein.  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions 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 demand as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or
opinion need be furnished.


 


Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(a)           a
statement that the person making such certificate or opinion has read such
covenant or condition;


 


57

















 


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


 


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


 


(d)           a
statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.


 


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


 


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


 


SECTION 14.06.  Payments Due on Saturdays, Sundays and
Holidays.  Unless otherwise specified in a Security, if
the date of maturity of interest on or principal of the Securities of any
Series or the date fixed for redemption, repurchase or repayment of any such
Security shall not be a Business Day, payment of interest or principal need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.


 


SECTION 14.07.  Conflict of any Provision of Indenture
with Trust Indenture Act.  If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required by the Trust Indenture
Act, such required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.


 


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SECTION 14.08.  New York Law to Govern.  This
Indenture and each Security will be governed by and construed in accordance
with the laws of the State of New York.


 


SECTION 14.09.  Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.


 


SECTION 14.10.  Effect of Headings; Gender.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. The use of the
masculine, feminine or neuter gender herein shall not limit in any way the
applicability of any term or provision hereof.


 


SECTION 14.11  Waiver of
Jury Trial.


 


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 NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


SECTION 14.12  Force
Majeure.


 


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


 


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


 


	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Keith D. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith
  D. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel
  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK TRUST

  COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  D. G. Donovan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  D.G.
  Donovan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President