Exhibit 4.5


 


ORIENT-EXPRESS HOTELS LTD.


 


TO


 






 


TRUSTEE


 


INDENTURE


 


Dated as of             , 201  


 


Debt Securities


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE ONE

  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  	
   

  
	
  Section 101.
  Definitions

  	
  1

  
	
  Section 102.
  Compliance Certificates and Opinions

  	
  9

  
	
  Section 103.
  Form of Documents Delivered to Trustee

  	
  10

  
	
  Section 104. Acts
  of Holders

  	
  10

  
	
  Section 105.
  Notices, etc., to Trustee and Company

  	
  12

  
	
  Section 106.
  Notice to Holders; Waiver

  	
  12

  
	
  Section 107.
  Effect of Headings and Table of Contents

  	
  13

  
	
  Section 108.
  Successors and Assigns

  	
  13

  
	
  Section 109.
  Separability Clause

  	
  14

  
	
  Section 110.
  Benefits of Indenture

  	
  14

  
	
  Section 111. No
  Personal Liability

  	
  14

  
	
  Section 112.
  Governing Law

  	
  14

  
	
  Section 113. Legal
  Holidays

  	
  14

  
	
   

  	
   

  
	
  ARTICLE TWO

  SECURITIES FORMS

  
	
   

  	
   

  
	
  Section 201. Forms
  of Securities

  	
  15

  
	
  Section 202.
  Form of Trustee’s Certificate of Authentication

  	
  15

  
	
  Section 203.
  Securities Issuable in Global Form

  	
  15

  
	
   

  	
   

  
	
  ARTICLE THREE

  THE SECURITIES

  
	
   

  	
   

  
	
  Section 301.
  Amount Unlimited; Issuable in Series

  	
  16

  
	
  Section 302.
  Denominations

  	
  20

  
	
  Section 303.
  Execution, Authentication Delivery and Dating

  	
  20

  
	
  Section 304.
  Temporary Securities

  	
  22

  
	
  Section 305.
  Registration, Registration of Transfer and Exchange

  	
  25

  
	
  Section 306.
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  28

  
	
  Section 307.
  Payment of Interest; Interest Rights Preserved

  	
  29

  
	
  Section 308.
  Persons Deemed Owners

  	
  31

  
	
  Section 309.
  Cancellation

  	
  32

  
	
  Section 310.
  Computation of Interest

  	
  32

  
	
   

  	
   

  
	
  ARTICLE FOUR

  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  Section 401.
  Satisfaction and Discharge of Indenture

  	
  32

  
	
  Section 402.
  Application of Company Funds

  	
  34

  



 


i

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE FIVE

  REMEDIES

  
	
   

  	
   

  
	
  Section 501.
  Events of Default

  	
  34

  
	
  Section 502.
  Acceleration of Maturity; Rescission and Annulment

  	
  36

  
	
  Section 503.
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
  37

  
	
  Section 504.
  Trustee May File Proofs of Claim

  	
  37

  
	
  Section 505.
  Trustee May Enforce Claims Without Possession of Securities or Coupons

  	
  38

  
	
  Section 506.
  Application of Money Collected

  	
  38

  
	
  Section 507.
  Limitation on Suits

  	
  39

  
	
  Section 508.
  Unconditional Right of Holders to Receive Principal, Premium or Make- Whole
  Amount, if any, Interest and  Additional Amounts

  	
  40

  
	
  Section 509.
  Restoration of Rights and Remedies

  	
  40

  
	
  Section 510.
  Rights and Remedies Cumulative

  	
  40

  
	
  Section 511. Delay
  or Omission Not Waiver

  	
  40

  
	
  Section 512.
  Control by Holders of Securities

  	
  40

  
	
  Section 513.
  Waiver of Past Defaults

  	
  41

  
	
  Section 514.
  Undertaking for Costs

  	
  41

  
	
   

  	
   

  
	
  ARTICLE SIX

  THE TRUSTEE

  
	
   

  	
   

  
	
  Section 601.
  Notice of Defaults

  	
  42

  
	
  Section 602.
  Certain Rights of Trustee

  	
  42

  
	
  Section 603. Not
  Responsible for Recitals or Issuance of Securities

  	
  43

  
	
  Section 604.
  May Hold Securities

  	
  44

  
	
  Section 605. Money
  Held in Trust

  	
  44

  
	
  Section 606.
  Compensation and Reimbursement

  	
  44

  
	
  Section 607.
  Corporate Trustee Required; Eligibility; Conflicting Interests

  	
  45

  
	
  Section 608.
  Resignation and Removal; Appointment of Successor

  	
  45

  
	
  Section 609.
  Acceptance of Appointment By Successor

  	
  46

  
	
  Section 610. Merger,
  Conversion, Consolidation or Succession to Business

  	
  48

  
	
  Section 611.
  Appointment of Authenticating Agent

  	
  48

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  
	
  Section 701.
  Disclosure of Names and Addresses of Holders

  	
  50

  
	
  Section 702.
  Reports by Trustee

  	
  50

  
	
  Section 703.
  Reports by the Company

  	
  50

  
	
  Section 704.
  Company to Furnish Trustee Names and Addresses of Holders

  	
  51

  



 


ii

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  CONSOLIDATION,
  MERGER, SALE, LEASE OR CONVEYANCE

  
	
   

  	
   

  
	
  Section 801.
  Consolidations and Mergers of Company and Sales, Leases and Conveyances
  Permitted Subject to Certain  Conditions

  	
  51

  
	
  Section 802.
  Rights and Duties of Successor Corporation

  	
  51

  
	
  Section 803.
  Officers’ Certificate and Opinion of Counsel

  	
  52

  
	
   

  	
   

  
	
  ARTICLE NINE

  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  
	
  Section 901.
  Supplemental Indentures Without Consent of Holders

  	
  52

  
	
  Section 902.
  Supplemental Indentures with Consent of Holders

  	
  54

  
	
  Section 903.
  Execution of Supplemental Indentures

  	
  55

  
	
  Section 904. Effect
  of Supplemental Indentures

  	
  55

  
	
  Section 905.
  Conformity with Trust Indenture Act

  	
  55

  
	
  Section 906.
  Reference in Securities to Supplemental Indentures

  	
  55

  
	
  Section 907.
  Notice of Supplemental Indentures

  	
  55

  
	
   

  	
   

  
	
  ARTICLE TEN

  COVENANTS

  
	
   

  	
   

  
	
  Section 1001. Existence

  	
  57

  
	
  Section 1002.
  Payment of Taxes and Other Claims

  	
  58

  
	
  Section 1003.
  Statement as to Compliance

  	
  58

  
	
  Section 1004.
  Additional Amounts

  	
  59

  
	
  Section 1005.
  Waiver of Certain Covenants

  	
  60

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  REDEMPTION OF SECURITIES

  
	
   

  	
   

  
	
  Section 1101.
  Applicability of Article

  	
  60

  
	
  Section 1102.
  Election to Redeem; Notice to Trustee

  	
  60

  
	
  Section 1103.
  Selection by Trustee of Securities to Be Redeemed

  	
  60

  
	
  Section 1104.
  Notice of Redemption

  	
  61

  
	
  Section 1105.
  Deposit of Redemption Price

  	
  62

  
	
  Section 1106.
  Securities Payable on Redemption Date

  	
  62

  
	
  Section 1107.
  Securities Redeemed in Part

  	
  63

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  SINKING FUNDS

  
	
   

  	
   

  
	
  Section 1201.
  Applicability of Article

  	
  64

  



 


iii

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 1202.
  Satisfaction of Sinking Fund Payments with Securities

  	
  64

  
	
  Section 1203.
  Redemption of Securities for Sinking Fund

  	
  64

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  REPAYMENT AT THE OPTION OF HOLDERS

  
	
   

  	
   

  
	
  Section 1301.
  Applicability of Article

  	
  65

  
	
  Section 1302.
  Repayment of Securities

  	
  65

  
	
  Section 1303. Exercise
  of Option

  	
  65

  
	
  Section 1304. When
  Securities Presented for Repayment Become Due and Payable

  	
  66

  
	
  Section 1305.
  Securities Repaid in Part

  	
  67

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  
	
  Section 1401.
  Applicability of Article; Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
  67

  
	
  Section 1402.
  Defeasance and Discharge

  	
  67

  
	
  Section 1403.
  Covenant Defeasance

  	
  68

  
	
  Section 1404.
  Conditions to Defeasance or Covenant Defeasance

  	
  68

  
	
  Section 1405.
  Deposited Money and Government Obligations to Be Held in Trust; Other
  Miscellaneous Provisions

  	
  70

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN

  MEETINGS OF HOLDERS OF SECURITIES

  
	
   

  	
   

  
	
  Section 1501.
  Purposes for Which Meetings May Be Called

  	
  71

  
	
  Section 1502.
  Call, Notice and Place of Meetings

  	
  72

  
	
  Section 1503.
  Persons Entitled to Vote at Meetings

  	
  72

  
	
  Section 1504.
  Quorum; Action

  	
  72

  
	
  Section 1505.
  Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
  73

  
	
  Section 1506.
  Counting Votes and Recording Action of Meetings

  	
  74

  
	
  Section 1507.
  Evidence of Action Taken by Holders

  	
  75

  
	
  Section 1508.
  Proof of Execution of Instruments

  	
  75

  
	
   

  	
   

  
	
  TESTIMONIUM

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  
	
  EXHIBIT A — FORMS OF
  CERTIFICATION

  	
   

  



 


iv

















 


ORIENT-EXPRESS HOTELS LTD.


 


Reconciliation and tie
between Trust Indenture Act of 1939, as amended (the “1939 Act”), and
Indenture, dated as of
                           ,
      .


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
  607(a)

  
	
   

  	
  (a)(2)

  	
   

  	
  607(a)

  
	
   

  	
  (b)

  	
   

  	
  607(b),

  
	
   

  	
   

  	
   

  	
  608

  
	
  Section 312

  	
  (c)

  	
   

  	
  701

  
	
  Section 314

  	
  (a)

  	
   

  	
  703

  
	
   

  	
  (a)(4)

  	
   

  	
  1011

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  Section 315

  	
  (b)

  	
   

  	
  601

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 316

  	
  (a) (last
  sentence)

  	
   

  	
  101

  (“Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502,512

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
  Section 318

  	
  (a)

  	
   

  	
  112

  
	
   

  	
  (c)

  	
   

  	
  112

  



 


NOTE:                       This reconciliation and tie 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 1939 Act, which provides that the provisions of Sections 310 to and
including 317 of the 1939 Act are a part of and govern every qualified
indenture, whether or not physically contained therein.


 


v
















 


INDENTURE,
dated as of
                    ,
200      , between ORIENT-EXPRESS HOTELS LTD., a
Bermuda company (hereinafter called the “Company”), having its office at 22
Victoria Street, Hamilton HM 12, Bermuda and
                                        ,
a
                    
banking
                    ,
as Trustee hereunder (hereinafter called the “Trustee”), having its Corporate
Trust Office at
                                                            .


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION


 


Section 101. Definitions.


 


For
all purposes of this Indenture, except as otherwise expressly provided or the
context otherwise requires:


 


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


 


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


 


(3) all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP; and


 

















 


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


 


Certain
terms, used principally in Article Three, Article Five, Article Six
and Article Ten, are defined in those Articles. In addition, the following
terms shall have the indicated respective meanings:


 


“Act”
has the meaning specified in Section 104.


 


“Additional
Amounts” means any additional amounts which are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of
certain taxes imposed on certain Holders and which are owing to such Holders.


 


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


 


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


 


“Authorized
Newspaper” means a newspaper, printed in the English language or in an official
language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Whenever successive publications are
required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different Authorized Newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.


 


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


 


“Bearer
Security” means a Security which is payable to bearer.


 


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


 


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


 


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


 


2

















 


“Capital
Stock” means, with respect to any Person, any capital stock (including
preferred stock), shares, interests, participations or other ownership
interests (however designated) of such Person and any rights (other than debt
securities convertible or exchangeable for corporate stock), warrants or
options to purchase any thereof.


 


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


 


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


 


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


 


“Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by the President or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, or other duly authorized officer and
delivered to the Trustee.


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than
the ECU or other currency unit) both by the government of the country which
issued such currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or (iii) any
currency unit (or composite currency) other than the ECU for the purposes for
which it was established.


 


“Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, at which the
principal of (and Make-Whole Amount, if any), interest, if any, on, and
Additional Amounts, if any, payable in respect of, Securities of or within a
series shall be payable and any Registered Securities of or within such series
may be surrendered for registration of transfer or exchange, and at which notices
or demands to or upon the Company in respect of the Securities of or within a
series and this Indenture may be served, which office at the date hereof is
located at
                                        .


 


“Corporation”
includes corporations, associations, companies and business trusts.


 


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


 


“Custodian”
has the meaning set forth in Section 501.


 


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


 


3

















 


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


 


“DTC”
means The Depository Trust Company.


 


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


 


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


 


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


 


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


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission.


 


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


 


“GAAP”
means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided, that
solely for purposes of any calculation required by the financial covenants
contained herein, “GAAP” shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent basis.


 


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


 


4

















 


received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of the Government Obligation evidenced by such depository receipt.


 


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


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or
terms which relate solely to other series of Securities for which such Person
is not Trustee, regardless of when such terms or provisions were adopted, and
exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.


 


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


 


“Interest”
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, shall mean interest payable after
Maturity, and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1011, includes such
Additional Amounts.


 


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


 


“Make-Whole
Amount” means the amount, if any, in addition to principal which is required by
a Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be paid by the Company to the
Holder thereof in connection with any optional redemption or accelerated
payment of such Security.


 


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


 


“Officers’
Certificate” means a certificate signed by the President or a Vice President
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, or other duly authorized officer of the Company, and delivered to
the Trustee.


 


5

















 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel satisfactory to the Trustee.


 


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


 


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


 


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


 


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


 


(iii) Securities,
except solely to the extent provided in Sections 1402 or 1403, as
applicable, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen;


 


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


 


(v) Securities
converted into Capital Stock of the Company pursuant to or in accordance with
this Indenture if the terms of such Securities provide for convertibility
pursuant to Section 301; provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes,
and for the purpose of making the calculations required by TIA Section 313,
(i) the principal amount of an Original Issue Discount Security that may
be counted in making such determination or calculation and that shall be deemed
to be Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and payable, at
the time of such determination, upon a declaration of acceleration of the
maturity thereof


 


6

















 


pursuant to Section 502,
(ii) the principal amount of any Security denominated in a Foreign
Currency that may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause (i) above)
of such Security, (iii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with
respect to such Indexed Security pursuant to Section 301, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any) or interest on any Securities or coupons
on behalf of the Company, or if no such Person is authorized, the Company.


 


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


 


“Place
of Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole
Amount, if any) and interest on such Securities are payable as specified as
contemplated by Section 301.


 


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


 


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


 


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


 


7

















 


“Registered
Security” means any Security which is registered in the Security Register.


 


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


 


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


 


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


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder by the Commission.


 


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


 


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


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within
the meaning of Regulation S-X, promulgated under the Securities Act) of
the Company.


 


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


 


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


 


“Subsidiary”
means, with respect to any Person, any corporation or other entity of which a
majority of (a) the voting power of the voting equity securities or (b) the
outstanding equity interests of which are owned, directly or indirectly, by
such Person. For the purposes of this definition, “voting equity securities”
means equity securities having voting power for the election of directors,
whether at all times or only so long as no senior class of security has such
voting power by reason of any contingency.


 


8

















 


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


 


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


 


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


 


“United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source.


 


“Yield
to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on
such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.


 


Section 102. Compliance Certificates and Opinions.


 


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


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to Section 1010)
shall include:


 


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


 


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


 


9
















 


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


 


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


 


Section 103. Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 104. Acts of Holders.


 


(1) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing.
If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and
any such record. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or are
delivered to the Trustee and, where it is hereby expressly


 


10

















 


required, to the Company.
Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.


 


(2) The fact
and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take acknowledgements
of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other reasonable
manner which the Trustee deems sufficient.


 


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


 


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


 


(5) If the
Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days prior
to the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed. If such a


 


11

















 


record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.


 


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


 


Section 105. Notices, etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,


 


(1) The
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Operations, or


 


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


 


Section 106. Notice to Holders; Waiver.


 


Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities 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 of Registered Securities or the sufficiency of
any notice to Holders of Bearer Securities given as provided herein. Any notice


 


12

















 


mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.


 


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


 


Except
as otherwise expressly provided herein or otherwise specified with respect to
any Securities pursuant to Section 301, where this Indenture provides for
notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such Securities,
and if the Securities of such series are listed on any stock exchange outside
the United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so requires, on
a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. Any
such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.


 


If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither the failure to give notice by publication to
any particular Holder of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.


 


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


 


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


 


Section 107. Effect of Headings and Table of Contents.


 


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


 


Section 108. Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


 


13

















 


Section 109. Separability Clause.


 


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


 


Section 110. Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities or coupons appertaining thereto, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


Section 111. No Personal Liability.


 


No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such or,
against any past, present or future shareholder, officer or director, as such,
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.


 


Section 112. Governing Law.


 


This Indenture
and the Securities and coupons shall be governed by and construed in accordance
with the law of the State of New York. This Indenture is subject to the
provisions of the TIA that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.


 


Section 113. Legal Holidays.


 


In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu hereof), payment of interest or any Additional Amounts or
principal (and premium or Make-Whole Amount, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment
date, or at the Stated Maturity or Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be.


 


14

















 


ARTICLE TWO


SECURITIES FORMS


 


Section 201. Forms of Securities.


 


The
Registered Securities, if any, of each series and the Bearer Securities, if
any, and related coupons of each series, shall be in substantially the forms as
shall be established in or pursuant to one or more indentures supplemental
hereto or Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.


 


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


 


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


 


Section 202. Form of Trustee’s Certificate of Authentication.


 


Subject
to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
   

  	
   

  
	
   

  	
  ,

  
	
   

  	
  as

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
  Authorized
  Signatory

  



 


Section 203. Securities Issuable in Global Form.


 


If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (H) of Section 301
and the provisions of Section 302, any such Security shall represent such
of the Outstanding Securities of such series as shall be specified therein and
may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or


 


15

















 


decreased 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 shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to Section 303
or 304 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 102 and
need not be accompanied by an Opinion of Counsel.


 


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


 


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


 


Notwithstanding
the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL.


 


ARTICLE THREE


THE SECURITIES


 


Section 301. 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 one or more Board Resolutions, or indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (A), (B) and (O) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):


 


16

















 


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


 


(2) any limit
upon the aggregate principal amount of the Securities of or within 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 or within the series pursuant
to Section 304, 305, 306, 906, 1107 or 1305);


 


(3) the date
or dates, or the method by which such date or dates will be determined, on
which the principal of the Securities of or within the series shall be payable
and the amount of principal payable thereon;


 


(4) the rate
or rates at which the Securities of or within the series shall bear interest,
if any, or the method by which such rate or rates shall be determined, the date
or dates from which such interest shall accrue or the method by which such date
or dates shall be determined, the Interest Payment Dates on which such interest
will be payable and the Regular Record Date, if any, for the interest payable
on any Registered Security on any Interest Payment Date, or the method by which
such date shall be determined, and the basis upon which interest shall be
calculated if other than that of a 360-day year consisting of twelve 30-day
months;


 


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


 


(6) the
period or periods within which, the price or prices (including the premium or
Make-Whole Amount, if any) at which, the currency or currencies, currency unit
or units or composite currency or currencies in which and other terms and
conditions upon which Securities of or within the series may be redeemed in
whole or in part, at the option of the Company, if the Company is to have the
option;


 


(7) the
obligation, if any, of the Company to redeem, repay or purchase Securities of
or within the series pursuant to any sinking fund or analogous provision or at
the option of a Holder thereof, and the period or periods within which or the
date or dates on which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in
which, and other terms and conditions upon which Securities of or within the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;


 


(8) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall


 


17

















 


be issuable and, if other
than the denomination of $5,000, the denomination or denominations in which any
Bearer Securities of or within the series shall be issuable;


 


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


 


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


 


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


 


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


 


(13) whether the
principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange
rate agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;


 


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


 


(15) any deletions
from, modifications of or additions to the Events of Default or covenants of
the Company with respect to Securities of or within the series, whether or not
such Events of Default or covenants are consistent with the Events of Default
or covenants set forth herein;


 


(16) whether Securities
of or within the series are to be issuable as Registered Securities, Bearer
Securities (with or without coupons) or both, any restrictions applicable to
the offer, sale or delivery of Bearer Securities and the terms upon which
Bearer Securities of or within the series may be exchanged for Registered
Securities of or within the series and vice versa (if permitted by applicable
laws and


 


18

















 


regulations), whether any
Securities of or within the series are to be issuable initially in temporary
global form and whether any Securities of or within the series are to be
issuable in permanent global form (with or without coupons) and, if so, whether
beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305,
and, if Registered Securities of or within the series are to be issuable as a
global Security, the identity of the depositary for such series;


 


(17) the date as
of which any Bearer Securities of or within the series and any temporary global
Security representing Outstanding Securities of or within the series shall be
dated if other than the date of original issuance of the first Security of the
series to be issued;


 


(18) the Person to
whom any interest on any Registered Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, the manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;


 


(19) the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of
or within the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Article Fourteen;


 


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


 


(21) if the
Securities of or within the series are to be issued upon the exercise of debt
warrants, the time, manner and place for such Securities to be authenticated
and delivered;


 


(22) whether and
under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within the series to
any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);


 


(23) the
obligation, if any, of the Company to permit the conversion of the Securities
of such series into shares of Capital Stock of the Company and the terms and
conditions upon which such conversion shall be effected (including, without
limitation, the initial conversion price or rate, the conversion period, any
adjustment of


 


19

















 


the applicable conversion
price or rate and any requirements relative to the reservation of such shares
for purposes of conversion); and


 


(24) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture).


 


All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution 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, without the consent of the Holders, for
issuances of additional Securities of such series.


 


If any
of the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions or supplemental indentures, a copy of
an appropriate record of such action(s) shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order for authentication and
delivery of such Securities.


 


Section 302. Denominations.


 


The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any
integral multiple thereof and the Bearer Securities of such series other than
Bearer Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $5,000.


 


Section 303. Execution, Authentication Delivery and Dating.


 


The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant Secretary.
The signature of any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the


 


20
















 


Company Order shall
authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301 a Bearer Security may be delivered in connection
with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such
other certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this
Indenture. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.


 


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


 


(1) an
Opinion of Counsel complying with Section 102 and stating that:


 


(i) the
form or forms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established
in conformity with the provisions of this Indenture;


 


(ii) the
terms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture; and


 


(iii) such
Securities, together with any coupons appertaining thereto, when completed
pursuant to such procedures as may be specified therein, and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization and other similar laws of
general applicability relating to or affecting the enforcement of


 


21

















 


creditors’ rights
generally and to general equitable principles and to such other matters as may
be specified therein; and


 


(2) an
Officers’ Certificate complying with Section 102 and stating that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been, or will have been upon compliance with such
procedures as may be specified therein, complied with and that, to the best of
the knowledge of the signers of such certificate, no Event of Default with
respect to such Securities shall have occurred and be continuing.


 


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


 


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


 


Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by Section 301.


 


No
Security or coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security or the Security to which such coupon appertains a certificate
of authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued or sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.


 


Section 304. Temporary Securities.


 


(1) Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination; substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate


 


22

















 


insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as conclusively evidenced by their execution of such Securities.
In the case of Securities of any series, such temporary Securities may be in
global form.


 


Except
in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(B) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any non-matured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.


 


(2) Unless
otherwise provided as contemplated in Section 301, this Section 304(B) shall
govern the exchange of temporary Securities issued in global form other than
through the facilities of DTC. If any such temporary Security is issued in
global form, then such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the “Common Depositary”), for the benefit of Euroclear and CEDEL.


 


Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in an
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of definitive
Securities of or within the same series of authorized denominations and of like
tenor as the portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified
as contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof, provided, however,
that, unless otherwise


 


23

















 


specified in such
temporary global Security, upon such presentation by the Common Depositary,
such temporary global Security is accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL as
to the portion of such temporary global Security held for its account then to
be exchanged, each in the form set forth in Exhibit A-2 to this Indenture
or in such other form as may be established pursuant to Section 301; and
provided further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.


 


Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
CEDEL, as the case may be, to request such exchange on his behalf and delivers
to Euroclear or CEDEL, as the case may be, a certificate in the form set forth
in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the
United States.


 


Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL
on such Interest Payment Date upon delivery by Euroclear and CEDEL to the
Trustee of a certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other forms as may be established pursuant to Section 301),
for credit without further interest on or after such Interest Payment Date to
the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture
(or in such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(B) and of the third
paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary


 


24

















 


global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the
date of certification if such date occurs after the Exchange Date, without
further act or deed by such beneficial owners. Except as otherwise provided in
this paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and
until such interest in such temporary global Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by Euroclear
and CEDEL and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company.


 


Section 305. Registration, Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee is hereby initially appointed “Security Registrar” for the
purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.


 


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


 


Subject
to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may
not be issued in exchange for Registered Securities.


 


If
(but only if) permitted as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities
to be exchanged at any such office or agency, with all unmatured


 


25

















 


coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is
unable to produce any such unmatured coupon or coupons or matured coupon or
coupons in default, any such permitted exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such
missing coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided,
however, that interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related proposed date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the holder making the exchange is entitled to receive.


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this
paragraph. If the depositary for any permanent global Security is DTC, then,
unless the terms of such global Security expressly permit such global Security
to be exchanged in whole or in part for definitive Securities, a global
Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected and approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the applicable global Security or Securities or
if at any time DTC ceases to be a clearing agency registered under the Exchange
Act if so required by applicable law or regulation, the Company shall appoint a
successor depositary with respect to such global Security or Securities. If (x) a
successor depositary for such global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or
becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners
representing at least a majority in principal amount of the applicable series
of Securities represented by such global Security or Securities advise DTC to
cease acting as depositary for such global Security or Securities or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the


 


26

















 


40-day restricted period
provided by Regulation S under the Securities Act or during any other
similar period during which the Securities must be held in global form as may
be required by the Securities Act), then the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities of like series,
rank, tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such global Security or Securities. If any
beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like tenor
and principal amount of another authorized form and denomination, as specified
as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall execute, and the Trustee
shall authenticate and deliver definitive Securities in aggregate principal
amount equal to the principal amount of such beneficial owner’s interest in
such permanent global Security. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered for exchange by DTC or such other depositary as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company’s
agent for such purpose; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those
selected for redemption; and provided further that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such permanent global Security is payable in accordance with
the provisions of this Indenture.


 


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
Registered Security presented or surrendered for registration of transfer or
for exchange or redemption shall be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Security Registrar,
duly executed by the Holder thereof or his attorney 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 a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 


27

















 


The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section 1103
and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities,
the day of the first publication of the relevant notice of redemption or, if
such Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section 306. Mutilated, Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.


 


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


 


Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon;
provided, however, that payment of principal of (and premium or Make-Whole
Amount, if any), any interest on and any Additional Amounts with respect to,
Bearer Securities shall


 


28

















 


be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.


 


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


 


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


 


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


 


Section 307. Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 301, interest on any Registered Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company;
provided, however, that each installment of interest on any Registered Security
may at the Company’s option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 308, to the address of such Person as it appears on
the Security Register or (ii) transfer to an account maintained by the
payee located inside the United States.


 


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


 


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


 


In
case a Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in
a Place of Payment


 


29

















 


for such series) on any
Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
and interest will not be payable on such Interest Payment Date in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


 


Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (A) or (B) below:


 


(1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (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 Registered Security of
such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at his
address as it appears in the Security Register not less than 10 days prior
to such Special Record Date. The Trustee may, in its discretion, in the name
and at the expense of the Company, cause a similar notice to be published at
least once in an Authorized Newspaper in each place of payment, but such
publications shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (B). In case a Bearer
Security of any series is surrendered at the office or agency in a Place of
Payment for such series in exchange for


 


30
















 


a Registered Security of
such series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


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


 


Subject
to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


Section 308. Persons Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium
or Make-Whole Amount, if any), and (subject to Sections 305 and 307)
interest on, such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


Title
to any Bearer Security and any coupons appertaining thereto shall pass by
delivery. The Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder of any Bearer Security and the Holder of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


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


 


Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a


 


31

















 


Holder, with respect to
such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its nominee)
as Holder of such global Security.


 


Section 309. Cancellation.


 


All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and coupons
and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
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. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such destruction
to the Company, unless by a Company Order the Company directs their return to
it.


 


Section 310. Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 301 with respect to
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360- day year consisting of twelve 30-day months.


 


ARTICLE FOUR


SATISFACTION AND DISCHARGE


 


Section 401. Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when


 


(1) either


 


(i) all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered for exchange for


 


32

















 


Registered Securities and
maturing after such exchange, whose surrender is not required or has been
waived as provided in Section 305, (ii) Securities and coupons of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company for discharge from such trust)
have been delivered to the Trustee for cancellation; or


 


(ii) all
Securities of such series and, in the case of (i) and (ii) below, any
coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, or (ii) will become due
and payable at their Stated Maturity within one year, or (iii) if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company, and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Securities and such coupons not theretofore
delivered to the Trustee for cancellation, for principal (and premium or
Make-Whole Amount, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or the Stated Maturity or Redemption Date, as the
case may be;


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee and any predecessor Trustee under Section 606, the obligations
of the Company to any Authenticating Agent under Section 611 and, if money
shall have been deposited with and held by the Trustee pursuant to subclause (2) of
clause (A) of this Section, the obligations of the Trustee under Section 402,
shall survive.


 


33

















 


Section 402. Application of Company Funds.


 


All
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.


 


ARTICLE FIVE


REMEDIES


 


Section 501. Events of Default.


 


Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,”
wherever used herein with respect to any particular series of Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether or not 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):


 


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


 


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


 


(3) default
in the deposit of any sinking fund payment, when and as due by the terms of any
Security of that series; or


 


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


 


34

















 


(5) the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:


 


(i) commences
a voluntary case,


 


(ii) consents
to the entry of an order for relief against it in an involuntary case,


 


(iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or


 


(iv) makes
a general assignment for the benefit of its creditors; or


 


(6) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:


 


(i) is
for relief against the Company or any Significant Subsidiary in an involuntary
case,


 


(ii) appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or


 


(iii) orders
the liquidation of the Company or any Significant Subsidiary and the order or
decree remains unstayed and in effect for 90 days; or


 


35

















 


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


 


As
used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S.
Code or any similar Federal or state law for the relief of debtors and the term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.


 


Section 502. Acceleration of Maturity; Rescission and Annulment.


 


If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and the Make-Whole
Amount, if any, on, all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or specified
portion thereof shall become immediately due and payable.


 


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


 


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


 


(i) all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related coupons;


 


(ii) the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities;


 


(iii) to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne
by or provided for in such Securities; and


 


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


 


(2) all
Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or


 


36

















 


interest on Securities of
that series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.


 


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


 


Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


The
Company covenants that if:


 


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


 


(2) default
is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity, then the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities of such series and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium or Make-Whole
Amount, if any) and interest and Additional Amounts, with interest upon any
overdue principal (and premium or Make-Whole Amount, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest or Additional Amounts, if any, at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


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


 


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


 


Section 504. Trustee May File Proofs of Claim.


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities


 


37

















 


of any series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium or Make-Whole Amount, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


 


(1) to file
and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, if any, owing
and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim, for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and


 


(2) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.


 


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


 


Section 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons.


 


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


 


Section 506. Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium or
Make-Whole Amount, if any) or interest and any Additional Amounts, upon
presentation of the Securities or coupons, or both, as the case may be,


 


38

















 


and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606,


 


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


 


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


 


Section 507. Limitation on Suits.


 


No
Holder of any Security of any series or any related coupon shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


39

















 


Section 508. Unconditional Right of Holders to Receive Principal,
Premium or Make- Whole Amount, if any, Interest and Additional Amounts.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect
of, such Security or payment of such coupon on the respective due dates
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


 


Section 509. Restoration of Rights and Remedies.


 


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


 


Section 510. Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 511. Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised front time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.


 


Section 512. Control by Holders of Securities.


 


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


 


40
















 


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


 


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


 


(3) the
Trustee need not take any action unless such Holders have offered the Trustee
reasonable indemnity or which might be unduly prejudicial to the Holders of
Securities of such series not joining therein (but the Trustee shall have no
obligation as to the determination of such undue prejudice).


 


Section 513. Waiver of Past Defaults.


 


The
Holders of at least a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder with
respect to such series and its consequences, except a default


 


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


 


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


 


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


 


Section 514. Undertaking for Costs.


 


All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any


 


41

















 


undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such
suit having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium
or Make-Whole Amount, if any) or interest on or Additional Amounts payable with
respect to any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).


 


ARTICLE SIX


THE TRUSTEE


 


Section 601. Notice of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest on or any
Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any
default or breach of the character specified in Section 501(D) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Securities of such series.


 


Section 602. Certain Rights of Trustee.


 


Subject
to the provisions of TIA Section 315(a) through 315(d):


 


(1) the
Trustee shall perform only such duties as are expressly undertaken by it to
perform under this Indenture;


 


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


 


(3) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for


 


42

















 


authentication and
delivery pursuant to Section 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


 


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


 


(5) the
Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of Counsel, and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;


 


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


 


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


 


(8) 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; and


 


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


 


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


 


Section 603. Not Responsible for Recitals or Issuance of
Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither


 


43

















 


the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


Section 604. May Hold Securities.


 


The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and
311, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or
such other agent.


 


Section 605. Money Held in Trust.


 


Money
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, or investment of, any money received by it hereunder.


 


Section 606. Compensation and Reimbursement.


 


The
Company agrees:


 


(1) to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder, including extraordinary services rendered in connection with
or during the continuation of a default hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


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


 


(3) to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense, arising out of or in
connection with the acceptance or administration of the trust or trusts or the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder except to the extent
any such loss, liability or expense may be attributable to its own negligence
or bad faith.


 


As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by


 


44

















 


the Trustee as such,
except funds held in trust for the payment of principal of (or premium or
Make-Whole Amount, if any) or interest on particular Securities or any coupons.


 


The
provisions of this Section shall survive the termination of this
Indenture.


 


Section 607. Corporate Trustee Required; Eligibility; Conflicting
Interests.


 


There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital
and surplus of at least $25,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


Section 608. Resignation and Removal; Appointment of Successor.


 


(1) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.


 


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


 


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


 


(4) If at any
time:


 


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


 


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


 


(iii) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its


 


45

















 


property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,then, in any such case, (i) the Company by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or
Trustees.


 


(5) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of at least a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such series.


 


(6) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


 


Section 609. Acceptance of Appointment By Successor.


 


(1) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the


 


46

















 


retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.


 


(2) In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall
accept such appointment and which (i) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


(3) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph (1) or
(2) of this Section, as the case may be.


 


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


 


47

















 


Section 610. Merger, Conversion, Consolidation or Succession to
Business.


 


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


 


Section 611. Appointment of Authenticating Agent.


 


At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be
promptly furnished to the Company. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company
and, except as may otherwise be provided pursuant to Section 301, shall at
all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$25,000,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding


 


48

















 


to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company. The Trustee for any series of Securities may at any time terminate the
agency of an Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent herein. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.


 


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


 


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


 


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


 


	
   

  	
   

  	
  ,                     

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


49
















 


ARTICLE SEVEN


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND

COMPANY


 


Section 701. Disclosure of Names and Addresses of Holders.


 


Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).


 


Section 702. Reports by Trustee.


 


Within
60 days after April 1 of each year commencing with the first April 1
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a
brief report dated as of such April 1 if required by TIA Section 313(a).


 


Section 703. Reports by the Company.


 


The
Company will:


 


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


 


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


 


(3) transmit
by mail to the Holders of Securities, within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c),
such summaries of any information, documents and reports required to be filed
by the Company pursuant to paragraphs (A) and (B) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


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Section 704. Company to Furnish Trustee Names and Addresses of
Holders.


 


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


 


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


 


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


 


ARTICLE EIGHT


CONSOLIDATION, MERGER, SALE, LEASE OR


CONVEYANCE


 


Section 801. Consolidations and Mergers of Company and Sales, Leases
and Conveyances Permitted Subject to Certain Conditions.


 


The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States, a State thereof or the District
of Columbia and such successor entity shall expressly assume the due and
punctual payment of the principal of (and premium or Make-Whole Amount, if any)
and any interest (including all Additional Amounts, if any, payable pursuant to
Section 1011) on all of 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 by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such Person and (ii) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result thereof as
having been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be
continuing.


 


Section 802. Rights and Duties of Successor Corporation.


 


In
case of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor entity, such successor entity shall succeed to
and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the predecessor entity, except
in the event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities. Such successor entity thereupon may cause to


 


51

















 


be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All 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.


 


Section 803. Officers’ Certificate and Opinion of Counsel.


 


Any
consolidation, merger, sale, lease or conveyance permitted under Section 801
is also subject to the condition that the Trustee receive an Officers’
Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any successor
entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


 


ARTICLE NINE


SUPPLEMENTAL INDENTURES


 


Section 901. Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee, for any of the following purposes:


 


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


 


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


 


(3) to add
any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit
of less than all series of Securities, stating that such Events of Default are


 


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expressly being included
solely for the benefit of such series); provided, however, that in respect of
any such additional Events of Default such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of at least
a majority in aggregate principal amount of that or those series of Securities
to which such additional Events of Default apply to waive such default; or


 


(4) to add to
or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium, Make-Whole Amount
or interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated form, provided that
any such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect; or


 


(5) amend or
supplement any of the provisions of this Indenture, provided that any such
change or elimination does not adversely affect the interests of the Holders of
Securities Outstanding in any material respect; or


 


(6) to secure
the Securities; or


 


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


 


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


 


(9) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture or to
make any other changes, provided that in each case, such provisions shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


 


(10) to close
this Indenture with respect to the authentication and delivery of additional
series of Securities or to qualify, or maintain qualification of, this
Indenture under the TIA; or


 


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(11) to supplement
any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 1401, 1402 and 1403; provided in each case that any
such action shall not adversely affect the interests of the Holders of Securities
of such series and any related coupons or any other series of Securities in any
material respect; or


 


(12) to modify the
conditions, limitations and restrictions on the authorized amount, terms or
purposes of issue, authorization and delivery of Securities.


 


Section 902. Supplemental Indentures with Consent of Holders.


 


With
the consent of the Holders of at least a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:


 


(1) change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon
or any Additional Amounts payable in respect thereof, or any premium or
Make-Whole Amount payable upon the redemption thereof, or change any obligation
of the Company to pay Additional Amounts pursuant to Section 1004 (except
as contemplated by Section 801(i) and permitted by Section 901(A)),
or reduce the amount of the principal of an Original Issue Discount Security or
Make-Whole Amount, if any, that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504; or adversely
affect any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency or currencies, currency unit
or units or composite currency or currencies in which, the principal of any
Security or any premium or Make-Whole Amount or any Additional Amounts payable
in respect thereof or the interest thereon is payable; or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment at the option of
the Holder, on or after the Redemption Date or the Repayment Date, as the case
may be); or


 


(2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting; or


 


(3) adversely
affect the right of any Holder to convert any Securities convertible into
Capital Stock; or


 


(4) modify
any of the provisions of this Section, Section 513 or Section 1005,
except to increase the required percentage to effect such action or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby.


 


 


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


 


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


 


Section 903. Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to the execution of such
supplemental indenture have been complied with. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904. Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder and
of any coupon appertaining thereto shall be bound thereby.


 


Section 905. Conformity with Trust Indenture Act.


 


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


 


Section 906. Reference in Securities to Supplemental Indentures.


 


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


 


Section 907. Notice of Supplemental Indentures.


 


Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of Section 902, the Company shall
give notice thereof to the


 


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Holders of each
Outstanding Security affected, in the manner provided for in Section 106,
setting forth in general terms the substance of such supplemental indenture.


 


56

















 


ARTICLE TEN


COVENANTS


 


Section 1001. Existence.


 


Subject
to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect the existence, rights
(charter and statutory) and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders of Securities of any
series.


 


57

















 


Section 1002. Payment of Taxes and Other Claims.


 


The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


Section 1003. Statement as to Compliance.


 


The
Company will deliver to the Trustee within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section 1003,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


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Section 1004. Additional Amounts.


 


If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context except in the
case of Section 502(A), the payment of the principal of or any premium,
Make-Whole Amount or interest on, or in respect of, any Security of any series
or payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided by the terms of such
series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


Except
as otherwise specified as contemplated by Section 301, if the Securities
of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or Make-Whole Amount or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers’ Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
or any related coupons who are not United States persons without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of or within the series. If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
of that series or related coupons and the Company will pay to the Trustee or
such Paying Agent the Additional Amounts required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may
be, shall not so receive the above-mentioned certificate, then the Trustee or
such Paying Agent shall be entitled (i) to assume that no such withholding
or deduction is required with respect to any payment of principal or interest
with respect to any Securities of a series or related coupons until it shall
have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series
or related coupons without withholding or deductions until otherwise advised.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section or in reliance on the
Company’s not furnishing such an Officers’ Certificate.


 


59
















 


Section 1005. Waiver of Certain Covenants.


 


The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1001 to 1002, inclusive, and with any
other term, provision or condition with respect to the Securities of any series
specified in accordance with Section 301 (except any such term, provision
or condition which could not be amended without the consent of all Holders of
Securities of such series pursuant to Section 902), if before or after the
time for such compliance the Holders of at least a majority in principal amount
of all outstanding Securities of such series, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


 


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


 


Section 1101. Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


Section 1102. Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 45 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.


 


Section 1103. Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of any series issued on the same day with the same
terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such date with the
same terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.


 


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


 


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


 


Section 1104. Notice of Redemption.


 


Notice
of redemption shall be given in the manner provided in Section 106, not
less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established
pursuant to Section 301, to each Holder of Securities to be redeemed, but
failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.


 


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


 


All
notices of redemption shall state:


 


(1) the
Redemption Date;


 


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


 


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


 


(4) in case
any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;


 


(5) that on
the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said date;


 


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


 


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(7) that the
redemption is for a sinking fund, if such is the case;


 


(8) that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished;


 


(9) if Bearer
Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to the redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;


 


(10) the
CUSIP number of such Security, if any, provided that neither the Company nor
the Trustee shall have any responsibility for any such CUSIP number; and


 


(11) if
applicable, that a Holder of Securities who desires to convert Securities to be
redeemed 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.


 


Notice
of redemption of Securities to be redeemed shall be given by the Company or, at
the Company request, by the Trustee in the name and at the expense of the
Company.


 


Section 1105. Deposit of Redemption Price.


 


On or
prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
which it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.


 


Section 1106. Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were


 


62

















 


interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of coupons for such interest; and provided further that,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.


 


If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium or Make-Whole Amount, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.


 


Section 1107. Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.


 


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ARTICLE TWELVE


SINKING FUNDS


 


Section 1201. Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.


 


The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of such
Securities of any series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of any Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


Section 1202. Satisfaction of Sinking Fund Payments with Securities.


 


The
Company may, in satisfaction of all or any part of any mandatory sinking fund
with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all matured
coupons appertaining thereto and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied
as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.


 


Section 1203. Redemption of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking payment date for Securities of any
series, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers’ Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the


 


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Company in the manner
provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


 


ARTICLE THIRTEEN


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301. Applicability of Article.


 


Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.


 


Section 1302. Repayment of Securities.


 


Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereon,
together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on
or before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.


 


Section 1303. Exercise of Option.


 


Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities.
In order for any Security to be repaid at the option of the Holder, the Trustee
must receive at the Place of Payment therefor specified in the terms of such
Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities) not earlier than 60 days
nor later than 30 days prior to the Repayment Date (1) the Security
so providing for such repayment together with the “Option to Elect Repayment”
form on the reverse thereof duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing) or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, or
the National Association of Securities Dealers, Inc. (now known as the
Financial Industry Regulatory Authority, Inc.) (“NASD”), or a commercial
bank or trust company in the United States setting forth the name of the Holder
of the Security, the principal amount of the Security, the principal amount of
the Security to be repaid, the CUSIP number, if any, or a description of the
tenor and terms of the Security, a statement that the option to elect repayment


 


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is being exercised
thereby and a guarantee that the Security to be repaid, together with the duly
completed form entitled “Option to Elect Repayment” on the reverse of the
Security, will be received by the Trustee not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, however, that such telegram, telex, facsimile transmission or letter
shall only be effective if such Security and form duly completed are received
by the Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within the
series of which such Security to be repaid is a part. Except as otherwise may
be provided by the terms of any Security providing for repayment at the option
of the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.


 


Section 1304. When Securities Presented for Repayment Become Due and
Payable.


 


If
Securities of any series providing for repayment at the option of the Holders thereof
shall have been surrendered as provided in this Article and as provided by
or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and provided further that, in the case of
Registered Securities, installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.


 


If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be
paid after deducting from the amount payable therefor as provided in Section 1302
an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter


 


66

















 


the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made as provided in the
preceding sentence, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


If the
principal amount of any Security surrendered for repayment shall not be so
repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear
interest from the Repayment Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.


 


Section 1305. Securities Repaid in Part.


 


Upon
surrender of any Registered Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.


 


ARTICLE FOURTEEN


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1401. Applicability of Article; Company’s Option to Effect
Defeasance or Covenant Defeasance.


 


If,
pursuant to Section 301, provision is made for either or both of (a) defeasance
of the Securities of or within a series under Section 1402 or (b) covenant
defeasance of the Securities of or within a series under Section 1403 to
be applicable to the Securities of any series, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article (with
such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to defease such Outstanding Securities and any
coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403
(if applicable) upon compliance with the conditions set forth below in this
Article.


 


Section 1402. Defeasance and Discharge.


 


Upon
the Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities and any coupons appertaining thereto on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding
Securities and


 


67

















 


any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes
of Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights
of Holders of such Outstanding Securities and any coupons appertaining thereto
to receive, solely from the trust fund described in Section 1404 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium or Make-Whole Amount, if any) and interest, if any, on such
Securities and any coupons appertaining thereto when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 305
and 306 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this
Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any
coupons appertaining thereto.


 


Section 1403. Covenant Defeasance.


 


Upon
the Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 1001 to 1002, inclusive, and, if specified
pursuant to Section 301, its obligations under any other covenant, with
respect to such Outstanding Securities and any coupons appertaining thereto on
and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “covenant defeasance”), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with Sections 1001 to
1002, inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under Section 501(D) or
501(I) or otherwise, as the case may be, but, except as specified above,
the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.


 


Section 1404. Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons
appertaining thereto:


 


(1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607


 


68

















 


who shall agree to comply
with the provisions of this Article Fourteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities and any coupons appertaining thereto, (1) an amount in
such currency, currencies or currency unit in which such Securities and any
coupons appertaining thereto are then specified as payable at Stated Maturity,
or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the currency, currencies or
currency unit in which such Securities and coupons appertaining thereto are
then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment
of principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Securities and any coupons appertaining thereto, money in an
amount, or (3) a combination thereof in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities
and any coupons appertaining thereto on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities and any coupons appertaining thereto; provided, that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such Government Obligations to said payments with respect to such Securities.
Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102
hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the
Securities of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given
effect in applying the foregoing.


 


(2) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company is a party or by which it is bound (and
shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of
the TIA with respect to any Security of the Company).


 


(3) No Event
of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 501(7) and 501(8) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


(4) In the
case of an election under Section 1402, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (a) (i) the Company
has


 


69
















 


received from, or there
has been published by, the Internal Revenue Service a ruling, or (ii) since
the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred
and (b) the Securities are listed on the New York Stock Exchange that such
defeasance will not cause such Securities to be delisted.


 


(5) In the
case of an election under Section 1403, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant 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 covenant defeasance had not occurred.


 


(6) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance under Section 1402 or the covenant defeasance under Section 1403
(as the case may be) have been complied with and an Opinion of Counsel to the
effect that either (i) as a result of a deposit pursuant to subsection (A) above
and the related exercise of the Company’s option under Section 1402 or Section 1403
(as the case may be) registration is not required under the Investment Company
Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.


 


(7) After the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.


 


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


 


Section 1405. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.


 


All
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 1405,
the “Trustee”) pursuant to Section 1404 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums


 


70

















 


due and to become due
thereon in respect of principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, but such money need not be segregated
from other funds except to the extent required by law.


 


Unless
otherwise specified with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(A) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(A) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(A) has
been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium
or Make-Whole Amount, if any), and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the currency or currency
unit in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.


 


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


 


ARTICLE FIFTEEN


MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501. Purposes for Which Meetings May Be Called.


 


A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.


 


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Section 1502. Call, Notice and Place of Meetings.


 


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


 


(2) In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 25% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (A) of this Section.


 


Section 1503. Persons Entitled to Vote at Meetings.


 


To be
entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.


 


Section 1504. Quorum; Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined


 


72

















 


by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(A),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.


 


Except
as limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


 


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


 


Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be
taken at a meeting of Holders of Securities of any series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage in principal amount of all Outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series;


 


(1) there
shall be no minimum quorum requirement for such meeting; and


 


(2) the
principal amount of the Outstanding Securities of such series that vote in
favor of such request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in determining whether such
request, demand, authorization, direction, notice, consent, waiver or other
action has been made, given or taken under this Indenture.


 


Section 1505.
Determination of
Voting Rights; Conduct and Adjournment of Meetings.


 


(1) Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of a series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the


 


73

















 


holding of Securities
shall be proved in the manner specified in Section 104 and the appointment
of any proxy shall be proved in the manner specified in Section 104 or by
having the signature of the Person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof.


 


(2) (b) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(B), in which case the Company or
the Holders of Securities of or within the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


(3) At any
meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of the Outstanding Securities of such
series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.


 


(4) Any
meeting of Holders of Securities of any series duly called pursuant to Section 1502
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.


 


Section 1506.
Counting Votes
and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee


 


74

















 


to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.


 


Section 1507.
Evidence of
Action Taken by Holders.


 


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; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Article Six) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.


 


Section 1508. Proof of Execution of Instruments.


 


Subject
to Article Six, 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.


 


* * * * *


 


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


 


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


 


	
   

  	
  ORIENT-EXPRESS HOTELS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
                                                                                                   ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


75

















 


STATE OF


CITY OF


 


The
foregoing instrument was acknowledged before me in the City
of                       ,
State of                       ,
by
             
                           
,
                                        
of Orient-Express Hotels Ltd., a Bermuda company, on behalf of the company.


 


My
commission
expires                                                            .


 


	
   

  	
   

  
	
  Notary Public

  	
   

  



 


STATE OF


CITY/COUNTY OF


 


The
foregoing instrument was acknowledged before me in the City/County of
                                        ,
State of
                                        ,
by
                                        ,
              
           
                                   
of
                
             
           , a
                                        
corporation, on behalf of the corporation.


 


My
commission expires
                                                            .


 


	
   

  	
   

  
	
  Notary Public

  	
   

  



 


76
















 


EXHIBIT A


FORMS OF CERTIFICATION


 


A-1

















 


EXHIBIT A-1


FORM OF CERTIFICATE TO BE GIVEN
BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient
description of Securities to be delivered]


 


This
is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source (“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions
(financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account
or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Property Company of America or its agent that such
financial institution will provide a certificate within a reasonable time
stating that it agrees to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a
financial institution for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, such financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)), certifies that it has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.


 


As
used herein, “United States” means the United States of America (including the
States and the District of Columbia); and its “possessions” include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands. We undertake to advise you promptly by tested telex
on or prior to the date on which you intend to submit your certification
relating to the above-captioned Securities held by you for our account in
accordance with your Operating Procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.


 


This
certificate excepts and does not related to [U.S.$]
                    
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest
in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.


 


1

















 


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


 


Dated:
                                        ,
20


 


	
  [To be dated no earlier
  than the 15th day prior to the earlier of (i) the Exchange Date or
  (ii) the relevant Interest Payment Date occurring prior to the Exchange
  Date, as applicable]

  	
   

  
	
   

  	
   

  
	
  [Name of Person Making
  Certification]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Authorized Signator)

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


2

















 


EXHIBIT A-2


FORM OF CERTIFICATE TO BE GIVEN
BY EUROCLEAR

AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description
of Securities to be delivered]


 


This
is to certify that, based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of
the persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our “Member Organizations”) substantially in
the form attached hereto, as of the date hereof, [U.S.$]
                    
principal amount of the above-captioned Securities (i) is owned by person(s) that
are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such financial
institution has agreed, on its own behalf or through its agent, that we may
advise Property Trust of America or its agent that such financial institution
will provide a certificate within a reasonable time stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B), or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by a financial institution for purposes of resale during
the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and that such financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.


 


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


 


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


 


1

















 


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


 


Dated:
                                        ,
20


 


	
  [To be dated no earlier
  than the earlier of the Exchange Date or the relevant Interest Payment Date
  occurring prior to the Exchange Date, as applicable]

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 


2