Exhibit 4.7


 


	
   

  



 


 


CF INDUSTRIES HOLDINGS, INC.


 


INDENTURE


 


Dated as of [                    
    ,         ]


 






 


DEBT SECURITIES


 










 


[                                        ]


 


Trustee


 


 


	
   

  



 





















 


CROSS REFERENCE SHEET*


 


Provisions of the Trust Indenture Act (as defined
herein) and the Indenture, dated as of                                         ,
          
           , between CF
Industries Holdings, Inc. and                             
            , as
Trustee:


 


	
  Section of
  the

  	
   

  	
  Section of

  
	
  Trust
  Indenture Act

  	
   

  	
  the Indenture

  
	
  310(a)(1),
  (2) and (5)

  	
   

  	
  11.04(a)

  
	
  310(a)(3) and
  (4)

  	
   

  	
  Not Applicable

  
	
  310(b)

  	
   

  	
  11.04(b) and 11.05

  
	
  310(c)

  	
   

  	
  Not Applicable

  
	
  311(a)

  	
   

  	
  11.11

  
	
  311(b)

  	
   

  	
  11.11

  
	
  311(c)

  	
   

  	
  Not Applicable

  
	
  312(a)

  	
   

  	
  10.03

  
	
  312(b)

  	
   

  	
  11.10

  
	
  312(c)

  	
   

  	
  11.10

  
	
  313(a)

  	
   

  	
  10.01(a)

  
	
  313(b)(1)

  	
   

  	
  Not Applicable

  
	
  313(b)(2)

  	
   

  	
  10.01(a)

  
	
  313(c)

  	
   

  	
  10.01(a)

  
	
  313(d)

  	
   

  	
  10.01(b)

  
	
  314(a)

  	
   

  	
  10.02

  
	
  314(b)

  	
   

  	
  Not Applicable

  
	
  314(c)(1) and
  (2)

  	
   

  	
  16.01(a)

  
	
  314(c)(3)

  	
   

  	
  Not Applicable

  
	
  314(d)

  	
   

  	
  Not Applicable

  
	
  314(e)

  	
   

  	
  16.01(b)

  
	
  314(f)

  	
   

  	
  Not Applicable

  
	
  315(a), (c) and
  (d)

  	
   

  	
  11.02(a) and (b)

  
	
  315(b)

  	
   

  	
  11.03

  
	
  315(e)

  	
   

  	
  7.08

  
	
  316(a)(1)

  	
   

  	
  7.06

  
	
  316(a)(2)

  	
   

  	
  Not applicable

  
	
  316(a) (last
  sentence)

  	
   

  	
  1.01 (definition of “Outstanding”)

  
	
  316(b)

  	
   

  	
  7.07

  
	
  317(a)

  	
   

  	
  7.03 and 7.04

  
	
  317(b)

  	
   

  	
  6.03(b)

  
	
  318(a) and
  (c)

  	
   

  	
  16.02

  
	
  318(b)

  	
   

  	
  Not Applicable

  



 






*     This Cross Reference Sheet is not part of
the Indenture.


 

















 


TABLE OF CONTENTS*


 


	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  FORMS OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Terms of the Securities

  	
  8

  
	
  Section 2.02

  	
  Form of Trustee’s Certificate of Authentication

  	
  9

  
	
  Section 2.03

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

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  THE DEBT SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Amount Unlimited; Issuable in Series

  	
  9

  
	
  Section 3.02

  	
  Denominations

  	
  11

  
	
  Section 3.03

  	
  Execution, Authentication, Delivery and Dating

  	
  12

  
	
  Section 3.04

  	
  Temporary Securities

  	
  13

  
	
  Section 3.05

  	
  Registrar

  	
  14

  
	
  Section 3.06

  	
  Transfer and Exchange

  	
  14

  
	
  Section 3.07

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  17

  
	
  Section 3.08

  	
  Payment of Interest; Interest Rights Preserved

  	
  17

  
	
  Section 3.09

  	
  Cancellation

  	
  18

  
	
  Section 3.10

  	
  Computation of Interest

  	
  18

  
	
  Section 3.11

  	
  Currency of Payments in Respect of Securities

  	
  18

  
	
  Section 3.12

  	
  Judgments

  	
  19

  
	
  Section 3.13

  	
  CUSIP Numbers

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Applicability of Right of Redemption

  	
  19

  
	
  Section 4.02

  	
  Selection of Securities to be Redeemed

  	
  19

  
	
  Section 4.03

  	
  Notice of Redemption

  	
  20

  
	
  Section 4.04

  	
  Deposit of Redemption Price

  	
  20

  
	
  Section 4.05

  	
  Securities Payable on Redemption Date

  	
  20

  
	
  Section 4.06

  	
  Securities Redeemed in Part

  	
  21

  



 


i

















 


	
  ARTICLE V

  
	
   

  
	
  SINKING FUNDS

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Applicability of Sinking Fund

  	
  21

  
	
  Section 5.02

  	
  Mandatory Sinking Fund Obligation

  	
  21

  
	
  Section 5.03

  	
  Optional Redemption at Sinking Fund Redemption Price

  	
  21

  
	
  Section 5.04

  	
  Application of Sinking Fund Payment

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  PARTICULAR COVENANTS OF THE COMPANY

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Payments of Securities

  	
  23

  
	
  Section 6.02

  	
  Paying Agent

  	
  23

  
	
  Section 6.03

  	
  To Hold Payment in Trust

  	
  23

  
	
  Section 6.04

  	
  Merger, Consolidation and Sale of Assets

  	
  24

  
	
  Section 6.05

  	
  Compliance Certificate

  	
  25

  
	
  Section 6.06

  	
  Conditional Waiver by Holders of Securities

  	
  25

  
	
  Section 6.07

  	
  Statement by Officers as to Default

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  REMEDIES OF TRUSTEE AND SECURITYHOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Events of Default

  	
  25

  
	
  Section 7.02

  	
  Acceleration; Rescission and Annulment

  	
  26

  
	
  Section 7.03

  	
  Other Remedies

  	
  27

  
	
  Section 7.04

  	
  Trustee as Attorney-in-Fact

  	
  28

  
	
  Section 7.05

  	
  Priorities

  	
  28

  
	
  Section 7.06

  	
  Control by Securityholders; Waiver of Past Defaults

  	
  29

  
	
  Section 7.07

  	
  Limitation on Suits

  	
  29

  
	
  Section 7.08

  	
  Undertaking for Costs

  	
  29

  
	
  Section 7.09

  	
  Remedies Cumulative

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  CONCERNING THE SECURITYHOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Evidence of Action of Securityholders

  	
  30

  
	
  Section 8.02

  	
  Proof of Execution or Holding of Securities

  	
  30

  
	
  Section 8.03

  	
  Persons Deemed Owners

  	
  31

  
	
  Section 8.04

  	
  Effect of Consents

  	
  31

  



 


ii

















 


	
  ARTICLE IX

  
	
   

  
	
  SECURITYHOLDERS’ MEETINGS

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Purposes of Meetings

  	
  31

  
	
  Section 9.02

  	
  Call of Meetings by Trustee

  	
  31

  
	
  Section 9.03

  	
  Call of Meetings by Company or Securityholders

  	
  32

  
	
  Section 9.04

  	
  Qualifications for Voting

  	
  32

  
	
  Section 9.05

  	
  Regulation of Meetings

  	
  32

  
	
  Section 9.06

  	
  Voting

  	
  32

  
	
  Section 9.07

  	
  No Delay of Rights by Meeting

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  REPORTS BY THE COMPANY AND THE TRUSTEE AND

  
	
  SECURITYHOLDERS’ LISTS

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Reports by Trustee

  	
  33

  
	
  Section 10.02

  	
  Reports by the Company

  	
  33

  
	
  Section 10.03

  	
  Securityholders’ Lists

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  
	
  CONCERNING THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Rights of Trustees; Compensation and Indemnity

  	
  34

  
	
  Section 11.02

  	
  Duties of Trustee

  	
  35

  
	
  Section 11.03

  	
  Notice of Defaults

  	
  36

  
	
  Section 11.04

  	
  Eligibility; Disqualification

  	
  37

  
	
  Section 11.05

  	
  Registration and Notice; Removal

  	
  37

  
	
  Section 11.06

  	
  Successor Trustee by Appointment

  	
  38

  
	
  Section 11.07

  	
  Successor Trustee by Merger

  	
  39

  
	
  Section 11.08

  	
  Right to Rely on Officer’s Certificate

  	
  39

  
	
  Section 11.09

  	
  Appointment of Authenticating Agent

  	
  39

  
	
  Section 11.10

  	
  Communications by Securityholders with Other
  Securityholders

  	
  40

  
	
  Section 11.11

  	
  Preferential Collection of Claims Against the
  Company

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  SATISFACTION AND DISCHARGE; DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Applicability of Article

  	
  40

  
	
  Section 12.02

  	
  Satisfaction and Discharge of Indenture

  	
  40

  
	
  Section 12.03

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

  	
  41

  
	
  Section 12.04

  	
  Repayment to Company

  	
  42

  
	
  Section 12.05

  	
  Indemnity for U.S. Government Obligations

  	
  42

  
	
  Section 12.06

  	
  Deposits to Be Held in Escrow

  	
  42

  



 


iii

















 


	
  Section 12.07

  	
  Application of Trust Money

  	
  43

  
	
  Section 12.08

  	
  Deposits of Non-U.S. Currencies

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  
	
  IMMUNITY OF CERTAIN PERSONS

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  No Personal Liability

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Without Consent of Securityholders

  	
  44

  
	
  Section 14.02

  	
  With Consent of Securityholders; Limitations

  	
  45

  
	
  Section 14.03

  	
  Trustee Protected

  	
  46

  
	
  Section 14.04

  	
  Effect of Execution of Supplemental Indenture

  	
  46

  
	
  Section 14.05

  	
  Notation on or Exchange of Securities

  	
  46

  
	
  Section 14.06

  	
  Conformity with TIA

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  
	
   

  
	
  SUBORDINATION OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 15.01

  	
  Agreement to Subordinate

  	
  47

  
	
  Section 15.02

  	
  Distribution on Dissolution, Liquidation and Reorganization;
  Subrogation of Securities

  	
  47

  
	
  Section 15.03

  	
  No Payment on Securities in Event of Default on
  Senior Indebtedness

  	
  48

  
	
  Section 15.04

  	
  Payments on Securities Permitted

  	
  48

  
	
  Section 15.05

  	
  Authorization of Securityholders to Trustee to
  Effect Subordination

  	
  48

  
	
  Section 15.06

  	
  Notices to Trustee

  	
  49

  
	
  Section 15.07

  	
  Trustee as Holder of Senior Indebtedness

  	
  49

  
	
  Section 15.08

  	
  Modifications of Terms of Senior Indebtedness

  	
  49

  
	
  Section 15.09

  	
  Reliance on Judicial Order or Certificate of
  Liquidating Agent

  	
  49

  
	
  Section 15.10

  	
  Satisfaction and Discharge; Defeasance and Covenant
  Defeasance

  	
  50

  
	
  Section 15.11

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  
	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 16.01

  	
  Certificates and Opinions as to Conditions Precedent

  	
  50

  
	
  Section 16.02

  	
  Trust Indenture Act Controls

  	
  51

  
	
  Section 16.03

  	
  Notices to the Company and Trustee

  	
  51

  
	
  Section 16.04

  	
  Notices to Securityholders; Waiver

  	
  51

  
	
  Section 16.05

  	
  Legal Holiday

  	
  51

  
	
  Section 16.06

  	
  Effects of Headings and Table of Contents

  	
  52

  
	
  Section 16.07

  	
  Successors and Assigns

  	
  52

  



 


iv

















 


	
  Section 16.08

  	
  Separability Clause

  	
  52

  
	
  Section 16.09

  	
  Benefits of Indenture

  	
  52

  
	
  Section 16.10

  	
  Counterparts Originals

  	
  52

  
	
  Section 16.11

  	
  Governing Law; Waiver of Trial by Jury

  	
  52

  



 






*     This Table of Contents is not a part of the
Indenture.


 


v














 


INDENTURE dated as of
                    
      ,       ,
among CF Industries Holdings, Inc., a Delaware corporation (the “Company”),
and
                                        ,
as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of debentures,
notes, bonds or other evidences of indebtedness (the “Securities”) in an
unlimited aggregate principal amount to be issued from time to time in one or
more series as provided in this Indenture; and


 


WHEREAS, all things necessary to make this Indenture a
valid and legally binding agreement of the Company, in accordance with its
terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That, in consideration of the premises and the
purchase of the Securities by the Holders thereof for the equal and
proportionate benefit of all of the present and future Holders of the
Securities, each party agrees and covenants as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


(b)           all
terms used herein without definition which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;


 


(c)           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; and


 


(d)           references
to “Article” or “Section” or other subdivision herein are references to an
Article, Section or other subdivision of the Indenture, unless the context
otherwise requires.


 


Section 1.01           Definitions. Unless the context otherwise requires,
the terms defined in this Section 1.01 shall for all purposes of this
Indenture have the meanings hereinafter set forth, the following definitions to
be equally applicable to both the singular and the plural forms of any of the
terms herein defined:


 


Affiliate:


 


The term “Affiliate,” with respect to any specified
Person shall mean 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:


 


The term “Authenticating Agent” shall have the meaning
assigned to it in Section 11.09.


 


Board of
Directors:


 


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


 

















 


Board Resolution:


 


The term “Board Resolution” shall mean a copy of a
resolution or resolutions certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors (or by a
committee of the Board of Directors to the extent that such committee has been
authorized by the Board of Directors to establish or approve the matters
contemplated) and to be in full force and effect on the date of such
certification.


 


Business Day:


 


The term “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, shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of
Payment or other location are authorized or obligated by law or executive order
to close.


 


Capital Stock:


 


The term “Capital Stock” shall mean:


 


(a)           in
the case of a corporation, corporate stock;


 


(b)           in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;


 


(c)           in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and


 


(d)           any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


Code:


 


The term “Code” shall mean the Internal Revenue Code
of 1986 as in effect on the date hereof.


 


Company:


 


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


 


Company Order:


 


The term “Company Order” shall mean a written order
signed in the name of the Company by the Chief Executive Officer, the
President, any Executive Vice President, any Senior Vice President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller or
Corporate Controller, any Assistant Corporate Controller or Assistant
Controller, the General Counsel, any Vice President, the Secretary or any
Assistant Secretary of the Company, and delivered to the Trustee.


 


Corporate Trust
Office:


 


The term “Corporate Trust Office,” or other similar
term, shall mean the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date hereof is located at
[                                              ],
Attention: [                                          ],
or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust officer of any
successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).


 


2

















 


Currency:


 


The term “Currency” shall mean U.S. Dollars or Foreign
Currency.


 


Default:


 


The term “Default” shall have the meaning assigned to
it in Section 11.03.


 


Defaulted
Interest:


 


The term “Defaulted Interest” shall have the same
meaning assigned to it in Section 3.08(b).


 


Depositary:


 


The term “Depositary” shall mean, with respect to the
Securities of any series issuable in whole or in part in the form of one or
more Global Securities, the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary hereunder, and if at
any time there is more than one such Person, “Depositary” as used with respect
to the Securities of any such series shall mean the Depositary with respect to
the Securities of that series.


 


Designated
Currency:


 


The term “Designated Currency” shall have the same
meaning assigned to it in Section 3.12.


 


Discharged:


 


The term “Discharged” shall have the meaning assigned
to it in Section 12.03.


 


Event of Default:


 


The term “Event of Default” shall have the meaning
specified in Section 7.01.


 


Exchange Act:


 


The term “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


Exchange Rate:


 


The term “Exchange Rate” shall have the meaning assigned
to it in Section 7.01.


 


Floating Rate
Security:


 


The term “Floating Rate Security” shall mean a
Security that provides for the payment of interest at a variable rate
determined periodically by reference to an interest rate index specified
pursuant to Section 3.01.


 


Foreign Currency:


 


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


 


GAAP:


 


The term “GAAP,” with respect to any computation
required or permitted hereunder, shall mean generally accepted accounting
principles in effect in the United States as in effect from time to time,
including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American 


 


3

















 


Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession.


 


Global Security:


 


The term “Global Security” shall mean any Security
that evidences all or part of a series of Securities, issued in
fully-registered certificated form to the Depositary for such series in
accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).


 


Holder; Holder of
Securities:


 


The terms “Holder” and “Holder of Securities” are
defined under “Securityholder; Holder of Securities; Holder.”


 


Indebtedness:


 


The term “Indebtedness” shall mean any and all
obligations of a Person for money borrowed which, in accordance with GAAP,
would be reflected on the balance sheet of such Person as a liability on the
date as of which Indebtedness is to be determined.


 


Indenture:


 


The term “Indenture” or “this Indenture” shall mean
this instrument and all indentures supplemental hereto.


 


Interest:


 


The term “interest” shall mean, with respect to an
Original Issue Discount Security that by its terms bears interest only after
Maturity, interest payable after Maturity.


 


Interest Payment
Date:


 


The term “Interest Payment Date” shall mean, with
respect to any Security, the Stated Maturity of an installment of interest on
such Security.


 


Mandatory Sinking
Fund Payment:


 


The term “Mandatory Sinking Fund Payment” shall have
the meaning assigned to it in Section 5.01(b).


 


Maturity:


 


The term “Maturity,” with respect to any Security,
shall mean the date on which the principal of such Security shall become due
and payable as therein and herein provided, whether by declaration, call for
redemption or otherwise.


 


Members:


 


The term “Members” shall have the meaning assigned to
it in Section 3.03(i).


 


Officer’s Certificate:


 


The term “Officer’s Certificate” shall mean a
certificate signed by any of the Chief Executive Officer, the President, any
Executive Vice President, any Senior Vice President, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller or Corporate
Controller, any Assistant Controller or Assistant Corporate Controller, the
General Counsel, any Vice President, the Secretary or any Assistant Secretary
of the Company. Each such certificate shall include the statements provided for
in Section 16.01 if and to the extent required by the provisions of such
Section.


 


4

















 


Opinion of
Counsel:


 


The term “Opinion of Counsel” shall mean an opinion in
writing signed by legal counsel, who may be an employee of or of counsel to the
Company, or may be other counsel reasonably satisfactory to the Trustee that
meets the requirements provided for in Section 16.01.


 


Optional Sinking
Fund Payment:


 


The term “Optional Sinking Fund Payment” shall have the
meaning assigned to it in Section 5.01(b).


 


Original Issue
Discount Security:


 


The term “Original Issue Discount Security” shall mean
any Security that is issued with “original issue discount” within the meaning
of Section 1273(a) of the Code and the regulations thereunder and any
other Security designated by the Company as issued with original issue discount
for United States federal income tax purposes.


 


Outstanding:


 


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


 


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


 


(b)           Securities
or portions thereof for which payment or redemption 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 or Securities as to which the Company’s obligations have been
Discharged; provided, however, that if such Securities or portions thereof are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(c)           Securities
that have been paid pursuant to Section 3.07(b) 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 a Responsible Officer of the Trustee proof
satisfactory to it that such Securities are held by a protected purchaser in
whose hands such Securities are valid obligations of the Company;


 


provided, however, that in determining whether the
Holders of the requisite principal amount of Securities of a series Outstanding
have performed any action hereunder, Securities owned by the Company or any
other obligor upon the Securities of such series or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such action, only Securities of such series that a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon such Securities or any
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Securities of a series
have performed any action hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 7.02 and the principal amount of a Security
denominated in a Foreign Currency that shall be deemed to be Outstanding for
such purpose shall be the amount calculated pursuant to Section 3.11(b).


 


Paying Agent:


 


The term “Paying Agent” shall have the meaning
assigned to it in Section 6.02(a).


 


5

















 


Person:


 


The term “Person” shall mean an individual, a
corporation, a limited liability company, a partnership, an association, a
joint stock company, a trust, an unincorporated organization or a government or
an agency or political subdivision thereof.


 


Place of Payment:


 


The term “Place of Payment” shall mean, when used with
respect to the Securities of any series, the place or places where the
principal of and premium, if any, and interest on the Securities of that series
are payable as specified pursuant to Section 3.01.


 


Predecessor Security:


 


The term “Predecessor Security” shall mean, with
respect to any Security, 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 3.07
in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.


 


Record Date:


 


The term “Record Date” shall mean, with respect to any
interest payable on any Security on any Interest Payment Date, the close of
business on any date specified in such Security for the payment of interest
pursuant to Section 3.01.


 


Redemption Date:


 


The term “Redemption Date” shall mean, 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 and the terms of such
Security, which, in the case of a Floating Rate Security, unless otherwise
specified pursuant to Section 3.01, shall be an Interest Payment Date
only.


 


Redemption Price:


 


The term “Redemption Price,” when used with respect to
any Security to be redeemed, in whole or in part, shall mean the price at which
it is to be redeemed pursuant to the terms of the Security and this Indenture.


 


Register:


 


The term “Register” shall have the meaning assigned to
it in Section 3.05(a).


 


Registrar:


 


The term “Registrar” shall have the meaning assigned
to it in Section 3.05(a).


 


Responsible
Officers:


 


The term “Responsible Officers” of the Trustee
hereunder shall mean any vice president, any assistant vice president, any
trust officer, any assistant trust officer or any other officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also
means, with respect to a particular corporate trust matter, any other officer
of the Trustee to whom such matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


6














 


SEC:


 


The term “SEC” shall mean the U.S. Securities and
Exchange Commission, as constituted from time to time.


 


Securities Act:


 


The term “Securities Act” shall mean the Securities
Act of 1933, as amended.


 


Security:


 


The term “Security” or “Securities” shall have the
meaning stated in the recitals and shall more particularly mean one or more of
the Securities duly authenticated by the Trustee and delivered pursuant to the
provisions of this Indenture.


 


Security
Custodian:


 


The term “Security Custodian” shall mean the custodian
with respect to any Global Security appointed by the Depositary, or any
successor Person thereto, and shall initially be the Paying Agent.


 


Securityholder;
Holder of Securities; Holder:


 


The term “Securityholder” or “Holder of Securities” or
“Holder,” shall mean the Person in whose name Securities shall be registered in
the Register kept for that purpose hereunder.


 


Senior
Indebtedness:


 


The term “Senior Indebtedness” means the principal of
(and premium, if any) and unpaid interest on (x) Indebtedness of the
Company, whether outstanding on the date hereof or thereafter created,
incurred, assumed or guaranteed, for money borrowed other than (a) any
Indebtedness of the Company which when incurred, and without respect to any
election under Section 1111(b) of the Federal Bankruptcy Code, was
without recourse to the Company, (b) any Indebtedness of the Company to
any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any
liability for taxes, (e) Trade Payables and (f) any Indebtedness of
the Company which is expressly subordinate in right of payment to any other
Indebtedness of the Company, and (y) renewals, extensions, modifications
and refundings of any such Indebtedness. For purposes of the foregoing and the
definition of “Senior Indebtedness,” the phrase “subordinated in right of
payment” means debt subordination only and not lien subordination, and
accordingly, (i) unsecured indebtedness shall not be deemed to be
subordinated in right of payment to secured indebtedness merely by virtue of
the fact that it is unsecured, and (ii) junior liens, second liens and
other contractual arrangements that provide for priorities among Holders of the
same or different issues of indebtedness with respect to any collateral or the
proceeds of collateral shall not constitute subordination in right of payment.
This definition may be modified or superseded by a supplemental indenture.


 


Special Record
Date:


 


The term “Special Record Date” shall have the meaning
assigned to it in Section 3.08(b)(i).


 


Stated Maturity:


 


The term “Stated Maturity” when used with respect to
any Security or any installment of interest thereon, shall mean the date
specified in such Security as the fixed date on which the principal (or any
portion thereof) of or premium, if any, on such Security or such installment of
interest is due and payable.


 


Subsidiary:


 


The term “Subsidiary,” when used with respect to any
Person, shall mean:


 


(a)           any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively
transfers


 


7

















 


voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination
thereof); and


 


(b)           any
partnership (i) the sole general partner or the managing general partner
of which is such Person or a Subsidiary of such Person or (ii) the only
general partners of which are that Person or one or more Subsidiaries of that
Person (or any combination thereof).


 


Successor Company:


 


The term “Successor Company” shall have the meaning
assigned to it in Section 3.06(i).


 


Trade Payables:


 


The term “Trade Payables” means accounts payable or
any other Indebtedness or monetary obligations to trade creditors created or
assumed by the Company or any Subsidiary of the Company in the ordinary course
of business (including guarantees thereof or instruments evidencing such
liabilities).


 


Trust Indenture
Act; TIA:


 


The term “Trust Indenture Act” or “TIA” shall mean the
Trust Indenture Act of 1939, as amended.


 


Trustee:


 


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


 


U.S. Dollars:


 


The term “U.S. Dollars” shall mean such currency of
the United States as at the time of payment shall be legal tender for the
payment of public and private debts.


 


U.S. Government
Obligations:


 


The term “U.S. Government Obligations” shall have the
meaning assigned to it in Section 12.03.


 


United States:


 


The term “United States” shall mean the United States
of America (including the States and the District of Columbia), its territories
and its possessions and other areas subject to its jurisdiction.


 


ARTICLE
II


 


FORMS
OF SECURITIES


 


Section 2.01           Terms of the Securities.


 


(a)        The Securities
of each series shall be substantially in the form set forth in a Company Order
or in one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Securities may
be listed or of any automated quotation system


 


8

















 


on
which any such series may be quoted, or to conform to usage, all as determined
by the officers executing such Securities as conclusively evidenced by their
execution of such Securities.


 


(b)        The terms and
provisions of the Securities shall constitute, and are hereby expressly made, a
part of this Indenture, and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture expressly agree to
such terms and provisions and to be bound thereby.


 


Section 2.02           Form of Trustee’s Certificate of Authentication.


 


(a)        Only such of
the Securities as shall bear thereon a certificate substantially in the form of
the Trustee’s certificate of authentication hereinafter recited, executed by
the Trustee by manual signature, shall be valid or become obligatory for any
purpose or entitle the Holder thereof to any right or benefit under this
Indenture.


 


(b)        Each Security
shall be dated the date of its authentication, except that any Global Security
shall be dated as of the date specified as contemplated in Section 3.01.


 


(c)        The form of
the Trustee’s certificate of authentication to be borne by the Securities shall
be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date of authentication:

  	
   

  	
   

  	
  [          ], as
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


Section 2.03           Form of Trustee’s Certificate of Authentication by
an Authenticating Agent. If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee’s
Certificate of Authentication by such Authenticating Agent to be borne by
Securities of each such series shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities issued referred to in
the within-mentioned Indenture.


 


	
  Date of authentication:

  	
   

  	
   

  	
  [          ], as
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  [NAME OF AUTHENTICATING AGENT]

  
	
   

  	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


ARTICLE III


 


THE DEBT SECURITIES


 


Section 3.01           Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more
series. There shall be set forth in a Company Order or in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series:


 


9

















 


(a)        the title of
the Securities of the series (which shall distinguish the Securities of such
series from the Securities of all other series, except to the extent that
additional Securities of an existing series are being issued);


 


(b)        any limit upon
the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu
of, other Securities of such series pursuant to Section 3.04, 3.06, 3.07,
4.06, or 14.05);


 


(c)        the dates on
which or periods during which the Securities of the series may be issued, and
the dates on, or the range of dates within, which the principal of and premium,
if any, on the Securities of such series are or may be payable or the method by
which such date or dates shall be determined or extended;


 


(d)        the rate or
rates at which the Securities of 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 any such interest
shall be payable, and the Record Dates for the determination of Holders to whom
interest is payable on such Interest Payment Dates or the method by which such
date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;


 


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


 


(f)         if the amount
of payment of principal of, premium, if any, or interest on the Securities of
the series may be determined with reference to an index, formula or other
method including, but not limited to, an index based on a Currency or
Currencies other than that in which the Securities are stated to be payable,
the manner in which such amounts shall be determined;


 


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


 


(h)        the place or
places, if any, in addition to or instead of the Corporate Trust Office of the
Trustee where the principal of, premium, if any, and interest on Securities of
the series shall be payable, and where Securities of any series may be
presented for registration of transfer, exchange or conversion, and the place
or places where notices and demands to or upon the Company in respect of the
Securities of such series may be made;


 


(i)         the price or
prices at which, the period or periods within which or the date or dates on
which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option;


 


(j)         the
obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or
analogous provisions or at the option of a Holder thereof and the price or
prices at which, the period or periods within which or the date or dates on
which, the Currency or Currencies in which and the terms and conditions upon
which Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation;


 


(k)        if other than
denominations of $2,000 or any integral multiple of $1,000 in excess thereof,
the denominations in which Securities of the series shall be issuable;


 


(l)         if other
than the principal amount thereof, the portion of the principal amount of the
Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;


 


10

















 


(m)       whether the
Securities of the series are to be issued as Original Issue Discount Securities
and the amount of discount with which such Securities may be issued;


 


(n)        provisions,
if any, for the defeasance of Securities of the series in whole or in part and
any addition or change in the provisions related to satisfaction and discharge;


 


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


 


(p)        the date as
of which any Global Security of the series shall be dated if other than the
original issuance of the first Security of the series to be issued;


 


(q)        the form of
the Securities of the series;


 


(r)         if the
Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any additions or changes, if any, to permit or facilitate such conversion
or exchange;


 


(s)        whether the
Securities of such series are subject to subordination and the terms of such
subordination;


 


(t)         any
restriction or condition on the transferability of the Securities of such
series;


 


(u)        any addition
or change in the provisions related to compensation and reimbursement of the
Trustee which applies to Securities of such series;


 


(v)        any addition
or change in the provisions related to supplemental indentures set forth in
Sections 14.04 and 14.02 which applies to Securities of such series;


 


(w)       provisions, if
any, granting special rights to Holders upon the occurrence of specified
events;


 


(x)        any addition
to or change in the Events of Default which applies to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of
such Securities to declare the principal amount thereof due and payable
pursuant to Section 7.02 and any addition or change in the provisions set
forth in Article VII which applies to Securities of the series;


 


(y)        any addition
to or change in the covenants set forth in Article VI which applies to
Securities of the series;


 


(z)        the
provisions, if any, relating to any security provided for the Securities of the
series and/or any guarantees of such Securities;


 


(aa)      the
guarantors, if any, of the Securities of the series, and the extent of the
guarantees (including provisions relating to seniority, subordination, security
and the release of the guarantees), if any, and any additions or changes to
permit or facilitate guarantees of such Securities; and


 


(bb)     any other terms
of the Securities of such series (which terms shall not be inconsistent with
the provisions of this Indenture, except as permitted by Section 14.01).


 


All Securities of any one series shall be
substantially identical, except as to denomination and except as may otherwise
be provided herein or set forth in a Company Order or in one or more indentures
supplemental hereto.


 


Section 3.02           Denominations. In the absence of any specification
pursuant to Section 3.01 with respect to Securities of any series, the
Securities of such series shall be issuable only as Securities in


 


11

















 


denominations of $2,000 and any integral multiple of $1,000 in excess
thereof, and shall be payable only in U.S. Dollars.


 


Section 3.03           Execution, Authentication, Delivery and Dating.


 


(a)        The
Securities shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of its Chief Executive Officer, its President,
one of its Executive Vice Presidents, Senior Vice Presidents or Vice
Presidents, its Chief Financial Officer, its Treasurer or one of its Assistant
Treasurers, its Controller or Corporate Controller or one of its Assistant
Controllers or Assistant Corporate Controllers, its General Counsel, its
Secretary or one of its Assistant Secretaries. If the Person whose signature is
on a Security no longer holds that office at the time the Security is
authenticated and delivered, the Security shall nevertheless be valid.


 


(b)        At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and, if required pursuant to Section 3.01,
a supplemental indenture or Company Order setting forth the terms of the
Securities of a series. The Trustee shall thereupon authenticate and deliver
such Securities without any further action by the Company. The Company Order
shall specify the amount of Securities to be authenticated and the date on
which the original issue of Securities is to be authenticated.


 


(c)        In
authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive, and (subject to Section 11.02) shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel,
each prepared in accordance with Section 16.01 stating that the conditions
precedent, if any, provided for in the Indenture have been complied with.


 


(d)        The Trustee
shall have the right to decline to authenticate and deliver the Securities
under this Section 3.03 if the issue of the Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


 


(e)        Each Security
shall be dated the date of its authentication, except as otherwise provided
pursuant to Section 3.01 with respect to the Securities of such series.


 


(f)         Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all of
the Securities of any series are not to be originally issued at the same time,
then the documents required to be delivered pursuant to this Section 3.03
must be delivered only once prior to the authentication and delivery of the
first Security of such series;


 


(g)        If the
Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities, (ii) shall
be registered, if in registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instruction and (iv) shall bear a legend substantially to the following
effect (or to such other effect as is required by such Depositary):


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


12














 


The
aggregate principal amount of each Global Security may from time to time be
increased or decreased by adjustments made on the records of the Security
Custodian, as provided in this Indenture.


 


(h)        Each Depositary designated pursuant to Section 3.01
for a Global Security in registered form must, at the time of its designation
and at all times while it serves as such Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation.


 


(i)         Members of, or participants in, the
Depositary (“Members”) shall have no rights under this Indenture with respect
to any Global Security held on their behalf by the Depositary or by the
Security Custodian under such Global Security, and the Depositary may be
treated by the Company, the Trustee, the Paying Agent and the Registrar and any
of their agents as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, the Paying Agent or the Registrar or any of their agents
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Members, the operation of customary practices of the Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global
Security. The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Members and Persons that may hold interests
through Members, to take any action that a Holder is entitled to take under
this Indenture or the Securities.


 


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


 


Section 3.04           Temporary
Securities.


 


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


 


(b)        If temporary Securities of any series
are issued, the Company will cause definitive Securities of such 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 such
temporary Securities at the office or agency of the Company in a Place of
Payment for such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, 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 and of like tenor. 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.


 


(c)        Upon any exchange of a portion of a
temporary Global Security for a definitive Global Security or for the
individual Securities represented thereby pursuant to this Section 3.04 or
Section 3.06, the temporary Global Security shall be endorsed by the
Trustee to reflect the reduction of the principal amount evidenced thereby,
whereupon the principal amount of such temporary Global Security shall be
reduced for all purposes by the amount so exchanged and endorsed.


 


13

















 


Section 3.05           Registrar.


 


(a)        The Company will keep, at an office or
agency to be maintained by it in a Place of Payment where Securities may be
presented for registration or presented and surrendered for registration of
transfer or of exchange, and where Securities of any series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable (the “Registrar”), a security register for the registration and the
registration of transfer or of exchange of the Securities (the registers
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Register”),
as in this Indenture provided, which Register shall at all reasonable times be
open for inspection by the Trustee. Such Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable time. The Company may have one or more co-Registrars; the term “Registrar”
includes any co-registrar.


 


(b)        The Company shall enter into an
appropriate agency agreement with any Registrar or co-Registrar not a party to this
Indenture. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of each such agent. If the Company fails to maintain a Registrar for
any series, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 11.01. The Company or any
Affiliate thereof may act as Registrar, co-Registrar or transfer agent.


 


(c)        The Company hereby appoints the Trustee
at its Corporate Trust Office as Registrar in connection with the Securities
and this Indenture, until such time as another Person is appointed as such.


 


Section 3.06           Transfer
and Exchange.


 


(a)        Transfer.


 


(i)        Upon
surrender for registration of transfer of any Security of any series at the
Registrar the Company shall execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee,
one or more new Securities of the same series for like aggregate principal amount
of any authorized denomination or denominations. The transfer of any Security
shall not be valid as against the Company or the Trustee unless registered at
the Registrar at the request of the Holder, or at the request of his, her or
its attorney duly authorized in writing.


 


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


 


(b)        Exchange.


 


(i)        At
the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of
the same series for like aggregate principal amount of any authorized denomination
or denominations, upon surrender of the Securities to be exchanged at the
Registrar.


 


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


 


(c)        Exchange of Global Securities for
individual Securities. Except as provided below, owners of beneficial interests
in Global Securities will not be entitled to receive individual Securities.


 


(i)        Individual
Securities shall be issued to all owners of beneficial interests in a Global
Security in exchange for such interests if: (A) at any time the Depositary
for the Securities of a series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be
eligible under Section 3.03(h) and, in each case, a successor
Depositary is not appointed by the Company within 90 days of such notice,
or (B) the


 


14

















 


Company executes and delivers to the Trustee
and the Registrar an Officer’s Certificate stating that such Global Security
shall be so exchangeable.


 


In
connection with the exchange of an entire Global Security for individual
Securities pursuant to this subsection (c), such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of such series, will
authenticate and deliver to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of individual Securities of authorized
denominations.


 


(ii)       The
owner of a beneficial interest in a Global Security will be entitled to receive
an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and
Registrar of instructions from the Holder of a Global Security directing the
Security Custodian and Registrar to (x) issue one or more individual
Securities in the amounts specified to the owner of a beneficial interest in
such Global Security and (y) debit or cause to be debited an equivalent
amount of beneficial interest in such Global Security, subject to the rules and
regulations of the Depositary:


 


(A)      the
Security Custodian and Registrar shall notify the Company and the Trustee of
such instructions, identifying the owner and amount of such beneficial interest
in such Global Security;


 


(B)       the
Company shall promptly execute and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual Securities of such series,
shall authenticate and deliver to such beneficial owner individual Securities
in an equivalent amount to such beneficial interest in such Global Security;
and


 


(C)       the
Security Custodian and Registrar shall decrease such Global Security by such
amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue
such individual Securities, the Company expressly acknowledges, with respect to
the right of any Holder to pursue a remedy pursuant to Section 7.07
hereof, the right of any beneficial Holder of Securities to pursue such remedy
with respect to the portion of the Global Security that represents such
beneficial Holder’s Securities as if such individual Securities had been
issued.


 


(iii)      If
specified by the Company pursuant to Section 3.01 with respect to a series
of Securities, the Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in whole or in part
for individual Securities of such series on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,


 


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


 


(B)       to such
Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders
thereof.


 


(iv)      In
any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in
registered form in authorized denominations.


 


(v)       Upon
the exchange in full of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct


 


15

















 


the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.


 


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


 


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


 


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


 


(g)        The Company shall not be required to (i) register,
transfer or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the transmission of a notice
of redemption of Securities of such series selected for redemption under Section 4.03
and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


 


(h)        Prior to the due presentation for
registration of transfer or exchange of any Security, the Company, the Trustee,
the Paying Agent, the Registrar, any co-Registrar or any of their agents may
deem and treat the Person in whose name a Security is registered as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for all
purposes whatsoever, and none of the Company, the Trustee, the Paying Agent,
the Registrar, any co-Registrar or any of their agents shall be affected by any
notice to the contrary.


 


(i)         In case a successor Company (“Successor
Company”) has executed an indenture supplemental hereto with the Trustee
pursuant to Article XIV, any of the Securities authenticated or delivered
pursuant to such transaction may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of
the Successor Company with such changes in phraseology and form as may be
appropriate, but otherwise identical to the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the Successor Company, shall authenticate and deliver Securities as specified
in such order for the purpose of such exchange. If Securities shall at any time
be authenticated and delivered in any new name of a Successor Company pursuant
to this Section 3.06 in exchange or substitution for or upon registration
of transfer of any Securities, such Successor Company, at the option of the
Holders but without expense to them, shall provide for the exchange of all
Securities at the time Outstanding for Securities authenticated and delivered
in such new name.


 


(j)         Each Holder of a Security agrees to
indemnify the Company and the Trustee against any liability that may result
from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of this Indenture and/or applicable United States
federal or state securities laws.


 


(k)        The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security other than to require delivery of
such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.


 


(l)         Neither the Trustee nor any agent of
the Trustee shall have any responsibility for any actions taken or not taken by
the Depositary.


 


16

















 


Section 3.07           Mutilated,
Destroyed, Lost and Stolen Securities.


 


(a)        If (i) any mutilated Security is
surrendered to the Trustee at its Corporate Trust Office or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee security or indemnity satisfactory to them to save each
of them and any Paying Agent harmless, and neither the Company nor the Trustee
receives notice that such Security has been acquired by a protected purchaser,
then the Company shall execute and upon Company Order the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Security, a new Security of the same series and of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
outstanding, that neither gain nor loss in interest shall result from such
exchange or substitution.


 


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


 


(c)        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 respect
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


(d)        Every new Security of any series issued
pursuant to this Section shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.


 


(e)        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.


 


Section 3.08           Payment
of Interest; Interest Rights Preserved.


 


(a)        Interest on any Security that is payable
and is punctually paid or duly provided for on any Interest Payment Date shall
be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Record Date for such
interest notwithstanding the cancellation of such Security upon any transfer or
exchange subsequent to the Record Date. Payment of interest on Securities shall
be made at the Corporate Trust Office (except as otherwise specified pursuant
to Section 3.01) or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Register or, in accordance with arrangements satisfactory to the Trustee, by
wire transfer to an account designated by the Holder.


 


(b)        Any interest on any Security 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 Holder on the relevant Record Date by virtue of his, her or its having
been such a Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (i) or (ii) below:


 


(i)            The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest (a “Special Record
Date”), which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each such Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 calendar
days and not less than 10 calendar days prior to the date of the proposed
payment and not less than 10 calendar 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,


 


17

















 


in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to the Holders of such Securities at their addresses as they appear in the
Register, not less than 10 calendar days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (ii).


 


(ii)       The
Company may make payment of any Defaulted Interest on Securities 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.


 


(c)        Subject to the provisions set forth
herein relating to Record Dates, each Security delivered pursuant to any
provision of this Indenture in exchange or substitution for, or upon
registration of transfer of, any other Security shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.09           Cancellation.
Unless otherwise specified pursuant to Section 3.01 for Securities of any
series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
for cancellation and shall be promptly canceled by it and, if surrendered to
the Trustee, shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. The Trustee shall dispose of all canceled Securities held by
it in accordance with its then customary procedures and deliver a certificate
of such disposal to the Company upon its request therefor. The acquisition of
any Securities by the Company shall not operate as a redemption or satisfaction
of the Indebtedness represented thereby unless and until such Securities are surrendered
to the Trustee for cancellation.


 


Section 3.10           Computation
of Interest. Except as otherwise specified pursuant to Section 3.01
for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11           Currency
of Payments in Respect of Securities.


 


(a)        Except as otherwise specified pursuant
to Section 3.01 for Securities of any series, payment of the principal of
and premium, if any, and interest on Securities of such series will be made in
U.S. Dollars.


 


(b)        For purposes of any provision of the
Indenture where the Holders of Outstanding Securities may perform an action
that requires that a specified percentage of the Outstanding Securities of all
series perform such action and for purposes of any decision or determination by
the Trustee of amounts due and unpaid for the principal of and premium, if any,
and interest on the Securities of all series in respect of which moneys are to
be disbursed ratably, the principal of and premium, if any, and interest on the
Outstanding Securities denominated in a Foreign Currency will be the amount in
U.S. Dollars based upon exchange rates, determined as specified pursuant to Section 3.01
for Securities of such series, as of the date for determining whether the
Holders entitled to perform such action have performed it or as of the date of
such decision or determination by the Trustee, as the case may be.


 


(c)        Any decision or determination to be made
regarding exchange rates shall be made by an agent appointed by the Company;
provided, that such agent shall accept such appointment in writing and the
terms of such appointment shall, in the opinion of the Company at the time of
such appointment, require such agent to make such determination by a method
consistent with the method provided pursuant to Section 3.01 for the
making of such decision or determination. All decisions and determinations of
such agent regarding exchange rates


 


18

















 


shall,
in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee and all Holders of the
Securities.


 


Section 3.12           Judgments.
The Company may provide pursuant to Section 3.01 for Securities of any series
that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign
Currency or U.S. Dollars (the “Designated Currency”) as may be specified
pursuant to Section 3.01 is of the essence and agrees that, to the fullest
extent possible under applicable law, judgments in respect of such Securities
shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of and
premium, if any, and interest on such Securities shall, notwithstanding any
payment in any other Currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking
procedures, purchase with the sum paid in such other Currency (after any
premium and cost of exchange) on the business day in the country of issue of
the Designated Currency or in the international banking community (in the case
of a composite currency) immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that
may be so purchased for any reason falls short of the amount originally due,
the Company shall pay such additional amounts as may be necessary to compensate
for such shortfall; and (d) any obligation of the Company not discharged
by such payment shall be due as a separate and independent obligation and,
until discharged as provided herein, shall continue in full force and effect.


 


Section 3.13           CUSIP
Numbers. The Company in issuing any Securities may use CUSIP, ISIN or other
similar numbers, if then generally in use, and thereafter with respect to such
series, the Trustee may use such numbers in any notice of redemption or
exchange with respect to such series provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP, ISIN or other similar numbers.


 


ARTICLE
IV


 


REDEMPTION
OF SECURITIES


 


Section 4.01           Applicability
of Right of Redemption. Redemption of Securities (other than pursuant to a
sinking fund, amortization or analogous provision) permitted by the terms of
any series of Securities shall be made (except as otherwise specified pursuant
to Section 3.01 for Securities of any series) in accordance with this
Article; provided, however, that if any such terms of a series of Securities
shall conflict with any provision of this Article, the terms of such series
shall govern.


 


Section 4.02           Selection
of Securities to be Redeemed.


 


(a)        If the Company shall at any time elect
to redeem all or any portion of the Securities of a series then Outstanding, it
shall at least 30 days prior to the Redemption Date fixed by the Company
(unless a shorter period shall be satisfactory to the Trustee) notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as the Trustee shall deem appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security
of such series; provided that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. In any case where
more than one Security of such series is registered in the same name, the
Trustee may treat the aggregate principal amount so registered as if it were
represented by one Security of such series. The Trustee shall, as soon as
practicable, notify the Company in writing of the Securities and portions of
Securities so selected.


 


(b)        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 that has been or is to be redeemed. If


 


19

















 


the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.


 


Section 4.03           Notice
of Redemption.


 


(a)        Notice of redemption shall be given by
the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company, not less than 30 nor more than 60 days prior to
the Redemption Date, to the Holders of Securities of any series to be redeemed
in whole or in part pursuant to this Article, in the manner provided in Section 16.04.
Any notice so given shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. Failure to give such notice, or
any defect in such notice to the Holder of any Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Security of such
series.


 


(b)        All notices of redemption shall identify
the Securities to be redeemed (including CUSIP, ISIN or other similar numbers,
if available) and shall state:


 


(i)            such election by the Company to redeem Securities of such
series pursuant to provisions contained in this Indenture or the terms of the
Securities of such series or a supplemental indenture establishing such series,
if such be the case;


 


(ii)       the
Redemption Date;


 


(iii)      the
Redemption Price;


 


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


 


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


 


(vi)          the Place or Places of Payment where such Securities are to
be surrendered for payment of the Redemption Price; and


 


(vii)     that
the redemption is for a sinking fund, if such is the case.


 


Section 4.04           Deposit
of Redemption Price. On or prior to 11:00 a.m., New York City time, on
the Redemption Date for any Securities, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 6.03) an amount
of money in the Currency in which such Securities are denominated (except as
provided pursuant to Section 3.01) sufficient to pay the Redemption Price
of such Securities or any portions thereof that are to be redeemed on that
date.


 


Section 4.05           Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid,
any Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the
Company shall Default in the payment of the Redemption Price) such Securities
shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price; provided, however, that (unless otherwise
provided pursuant to Section 3.01) installments of interest that have a
Stated Maturity on or prior to the Redemption Date for such Securities shall be
payable according to the terms of such Securities and the provisions of Section 3.08.


 


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


 


20














 


Section 4.06           Securities Redeemed in Part.
Any Security that is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Company as is specified pursuant to Section 3.01
with, if the Company, the Registrar or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company,
the Registrar and the Trustee duly executed by the Holder thereof or his, her
or its 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
like tenor and form, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered; except that if a
Global Security is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered. In the case of a Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Security or Securities as aforesaid, may make a notation on
such Security of the payment of the redeemed portion thereof.


 


ARTICLE V


 


SINKING FUNDS


 


Section 5.01           Applicability of Sinking Fund.


 


(a)           Redemption of Securities permitted or
required pursuant to a sinking fund for the retirement of Securities of a
series by the terms of such series of Securities shall be made in accordance
with such terms of such series of Securities and this Article, except as
otherwise specified pursuant to Section 3.01 for Securities of such
series, provided, however, that if any such terms of a series of Securities
shall conflict with any provision of this Article, the terms of such series
shall govern.


 


(b)           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 Securities of any series is
herein referred to as an “Optional Sinking Fund Payment.” If provided for by
the terms of Securities of any series, the cash amount of any Mandatory Sinking
Fund Payment may be subject to reduction as provided in Section 5.02.


 


Section 5.02           Mandatory Sinking Fund
Obligation. The Company may, at its option, satisfy any Mandatory Sinking
Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such
series in transferable form theretofore purchased or otherwise acquired by the
Company or redeemed at the election of the Company pursuant to Section 4.03
or (b) receiving credit for Securities of such series (not previously so
credited) acquired by the Company and theretofore delivered to the Trustee. The
Trustee shall credit such Mandatory Sinking Fund Payment obligation with an
amount equal to the 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. If the Company
shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it
shall deliver to the Trustee not less than 45 days (or such shorter period
as shall be satisfactory to the Trustee) prior to the relevant sinking fund payment date a written notice
signed on behalf of the Company by its Chief Executive Officer, its President,
one of its Executive Vice Presidents, Senior Vice Presidents or Vice
Presidents, its Chief Financial Officer, its Treasurer or one of its Assistant
Treasurers, its Controller or Corporate Controller or one of its Assistant
Controllers or Assistant Corporate Controllers, its General Counsel, its
Secretary or one of its Assistant Secretaries which shall designate the
Securities (and portions thereof, if any) so delivered or credited and which
shall be accompanied by such Securities (to the extent not theretofore
delivered) in transferable form. In case of the failure of the Company, at or
before the time so required, to give such notice and deliver such Securities
the Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys.


 


Section 5.03           Optional Redemption at Sinking
Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02,
to the extent, if any, provided for by the terms of a particular series of
Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such
terms, (a) to the extent that the right of the Company to make such
Optional Sinking Fund Payment shall not be exercised in any year, it shall not
be cumulative or carried forward to any


 


21

















 


subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking
Fund Payment obligation as to Securities of the same series. If the Company
intends to exercise its right to make such optional payment in any year it
shall deliver to the Trustee not less than 45 days (or such shorter period
as shall be satisfactory to the Trustee) prior to the relevant sinking fund
payment date a certificate signed by its Chief Executive Officer, its President,
one of its Executive Vice Presidents, Senior Vice Presidents or Vice
Presidents, its Chief Financial Officer, its Treasurer or one of its Assistant
Treasurers, its Controller or Corporate Controller or one of its Assistant
Controllers or Assistant Corporate Controllers, its General Counsel, its
Secretary or one of its Assistant Secretaries stating that the Company will
exercise such optional right, and specifying the amount which the Company will
pay on or before the next succeeding sinking fund payment date. Such
certificate shall also state that no Event of Default has occurred and is
continuing.


 


Section 5.04           Application of Sinking Fund
Payment.


 


(a)           If the sinking fund payment or
payments made in funds pursuant to either Section 5.02 or 5.03 with
respect to a particular series of Securities plus any unused balance of any
preceding sinking fund payments made in funds with respect to such series shall
exceed $50,000 (or a lesser sum if the Company shall so request, or such
equivalent sum for Securities denominated other than in U.S. Dollars), it shall
be applied by the Trustee on the sinking fund payment date next following the
date of such payment, unless the date of such payment shall be a sinking fund
payment date, in which case such payment shall be applied on such sinking fund
payment date, to the redemption of Securities of such series at the redemption
price specified pursuant to Section 4.03(b). The Trustee shall select, in
the manner provided in Section 4.02, for redemption on such sinking fund
payment date, a sufficient principal amount of Securities of such series to
absorb said funds, as nearly as may be, and shall, at the expense and in the
name of the Company, thereupon cause notice of redemption of the Securities to
be given in substantially the manner provided in Section 4.03(a) for
the redemption of Securities in part at the option of the Company, except that
the notice of redemption shall also state that the Securities are being
redeemed for the sinking fund. Any sinking fund moneys not so applied by the
Trustee to the redemption of Securities of such series shall be added to the
next sinking fund payment received in funds by the Trustee and, together with
such payment, shall be applied in accordance with the provisions of this Section 5.04.
Any and all sinking fund moneys held by the Trustee on the last sinking fund
payment date with respect to Securities of such series, and not held for the
payment or redemption of particular Securities of such series, shall be applied
by the Trustee to the payment of the principal of the Securities of such series
at Maturity.


 


(b)           On or prior to each sinking fund
payment date, the Company shall pay to the Trustee a sum equal to all interest
accrued to but not including the date fixed for redemption on Securities to be
redeemed on such sinking fund payment date pursuant to this Section 5.04.


 


(c)           The Trustee shall not redeem any
Securities of a series with sinking fund moneys or mail any notice of
redemption of Securities of such series by operation of the sinking fund during
the continuance of a Default in payment of interest on any Securities of such
series or of any Event of Default (other than an Event of Default occurring as
a consequence of this paragraph) of which the Trustee has actual knowledge,
except that if the notice of redemption of any Securities of such series shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Securities if funds sufficient for that purpose shall
be deposited with the Trustee in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund at the time any such
Default or Event of Default shall occur and any moneys thereafter paid into the
sinking fund shall, during the continuance of such Default or Event of Default,
be held as security for the payment of all the Securities of such series;
provided, however, that in case such Default or Event of Default shall have
been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date on which such moneys are required
to be applied pursuant to the provisions of this Section 5.04.


 


ARTICLE VI


 


PARTICULAR COVENANTS OF THE
COMPANY


 


The
Company hereby covenants and agrees as follows:


 


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Section 6.01           Payments of Securities. The
Company will duly and punctually pay the principal of and premium, if any, on
each series of Securities, and the interest which shall have accrued thereon,
at the dates and place and in the manner provided in the Securities and in this
Indenture.


 


Section 6.02           Paying Agent.


 


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


 


(b)           The Company may also from time to
time designate different or additional offices or agencies where the Securities
of any series may be presented or surrendered for any or all such purposes (in
or outside of such Place of Payment), and may from time to time rescind any
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligations described in the
preceding paragraph. The Company will give prompt written notice to the Trustee
of any such additional designation or rescission of designation and of any
change in the location of any such different or additional office or agency.
The Company shall enter into an appropriate agency agreement with any Paying
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of each such agent. The Company or
any Affiliate thereof may act as Paying Agent.


 


Section 6.03           To Hold Payment in Trust.


 


(a)           If the Company or an Affiliate
thereof shall at any time act as Paying Agent with respect to any series of
Securities, then, on or before the date on which the principal of and premium,
if any, or interest on any of the Securities of that series by their terms or
as a result of the calling thereof for redemption shall become payable, the
Company or such Affiliate will segregate and hold in trust for the benefit of
the Holders of such Securities or the Trustee a sum sufficient to pay such
principal and premium, if any, or interest which shall have so become payable
until such sums shall be paid to such Holders or otherwise disposed of as
herein provided, and will notify the Trustee of its action or failure to act in
that regard. Upon any proceeding under any federal bankruptcy laws with respect
to the Company or any Affiliate thereof, if the Company or such Affiliate is
then acting as Paying Agent, the Trustee shall replace the Company or such
Affiliate as Paying Agent.


 


(b)           If the Company shall appoint, and at
the time have, a Paying Agent for the payment of the principal of and premium,
if any, or interest on any series of Securities, then prior to 11:00 a.m.,
New York City time, on the date on which the principal of and premium, if any, or
interest on any of the Securities of that series shall become payable as
aforesaid, whether by their terms or as a result of the calling thereof for
redemption, the Company will deposit with such Paying Agent a sum sufficient to
pay such principal and premium, if any, or interest, such sum to be held in
trust for the benefit of the Holders of such Securities or the Trustee, and
(unless such Paying Agent is the Trustee), the Company or any other obligor of
such Securities will promptly notify the Trustee of its payment or failure to
make such payment.


 


(c)           If the Paying Agent shall be other
than the Trustee, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 6.03, that
such Paying Agent shall:


 


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


 


23

















 


(ii)           give
to the Trustee notice of any Default by the Company or any other obligor upon
the Securities of that series in the making of any payment of the principal of
and premium, if any, or interest on the Securities of that series; and


 


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


 


(d)           Anything in this Section 6.03 to
the contrary notwithstanding, the Company may at any time, for the purpose of
obtaining a release, satisfaction or discharge of this Indenture or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust by
the Company or by any Paying Agent other than the Trustee as required by this Section 6.03,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such Paying Agent.


 


(e)           Subject to any applicable abandoned
property law, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of and premium,
if any, or interest on any Security of any series and remaining unclaimed for
two years after such principal and premium, if any, or interest has become due
and payable shall be paid to the Company upon Company Order along with any
interest that has accumulated thereon as a result of such money being invested
at the direction of the Company, or (if then held by the Company) shall be
discharged from such trust, and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment of such
amounts without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.


 


Section 6.04           Merger, Consolidation and Sale of
Assets. Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities:


 


(a)           The Company will not consolidate with
any other entity or accept a merger of any other entity into the Company or
permit the Company to be merged into any other entity, or sell other than for
cash or lease all or substantially all its assets to another entity unless (i) either
the Company shall be the continuing entity, or the successor, transferee or
lessee entity (if other than the Company) shall expressly assume, by indenture
supplemental hereto, executed and delivered by such entity prior to or
simultaneously with such consolidation, merger, sale or lease, the due and
punctual payment of the principal of and interest and premium, if any, on all
the Securities, according to their tenor, and the due and punctual performance
and observance of all other obligations to the Holders and the Trustee under
this Indenture or under the Securities to be performed or observed by the
Company; and (ii) immediately after such consolidation, merger, sale,
lease or purchase the Company or the successor, transferee or lessee entity (if
other than the Company) would not be in Default in the performance of any
covenant or condition of this Indenture.


 


(b)           Upon any consolidation with or merger
into any other entity, or any sale other than for cash, or any conveyance or
lease of all or substantially all of the assets of the Company in accordance
with this Section 6.04, the successor entity formed by such consolidation
or into or with which the Company is merged or to which the Company is sold or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor entity had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company shall be relieved of all obligations and covenants under this
Indenture and the Securities, and from time to time such entity may exercise
each and every right and power of the Company under this Indenture, in the name
of the Company, or in its own name; and any act or proceeding by any provision
of this Indenture required or permitted to be done by the Board of Directors or
any officer of the Company may be done with like force and effect by the like
board or officer of any entity that shall at the time be the successor of the
Company hereunder. In the event of any such sale or conveyance, but not any
such lease, the Company (or any successor entity which shall


 


24

















 


theretofore have become such in the
manner described in this Section 6.04) shall be discharged from all
obligations and covenants under this Indenture and the Securities and may
thereupon be dissolved and liquidated.


 


Section 6.05           Compliance Certificate. Except
as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, the Company shall furnish to the Trustee annually, 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 (which compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture) and, in the event of any Default, specifying
each such Default and the nature and status thereof of which such person may
have knowledge. Such certificates need not comply with Section 16.01 of
this Indenture.


 


Section 6.06           Conditional Waiver by Holders of
Securities. Anything in this Indenture to the contrary notwithstanding, the
Company or a guarantor of any series of Securities may fail or omit in any
particular instance to comply with a covenant or condition set forth herein
with respect to any series of Securities if the Company shall have obtained and
filed with the Trustee, prior to the time of such failure or omission, evidence
(as provided in Article VIII) of the consent of the Holders of a majority
in aggregate principal amount of the Securities of such series at the time
Outstanding, either waiving such compliance in such instance or generally
waiving 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, or impair any right consequent thereon and, until such waiver
shall have become effective, the obligations of the Company or a guarantor of
any series of Securities and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


Section 6.07           Statement by Officers as to
Default. The Company shall deliver to the Trustee as soon as possible and
in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an
event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or Default and the action which the Company
proposes to take with respect thereto.


 


ARTICLE VII


 


REMEDIES OF TRUSTEE AND SECURITYHOLDERS


 


Section 7.01           Events of Default. Except
where otherwise indicated by the context or where the term is otherwise defined
for a specific purpose, the term “Event of Default” as used in this Indenture
with respect to Securities of any series shall mean one of the following
described events unless it is either inapplicable to a particular series or it
is specifically deleted or modified in the manner contemplated in Section 3.01:


 


(a)           the failure to pay any installment of
interest on any Security of such series when and as the same shall become
payable, which failure shall have continued unremedied for a period of
30 days;


 


(b)           the failure to pay the principal of
(and premium, if any, on) any Security of such series, when and as the same
shall become payable, whether at Maturity as therein expressed, by call for
redemption (otherwise than pursuant to a sinking fund), by declaration as
authorized by this Indenture or otherwise;


 


(c)           the failure to pay a sinking fund
installment, if any, when and as the same shall become payable by the terms of
a Security of such series, which failure shall have continued unremedied for a
period of 30 days;


 


(d)           the failure by the Company, subject
to the provisions of Section 6.06, to perform any covenants or agreements
contained in this Indenture (including any indenture supplemental hereto
pursuant to which the Securities of such series were issued as contemplated by Section 3.01)
(other than a covenant or agreement which has been expressly included in this
Indenture solely for the benefit of a series of Securities other than that
series and other than a covenant or agreement a default in the performance of
which is elsewhere in this Section 7.01 specifically addressed), which
failure shall not have been remedied, and without provision deemed to be
adequate for the remedying thereof having been made, for a period of
90 days after written notice shall have been


 


25

















 


given to the Company by the Trustee
or shall have been given to the Company and the Trustee by Holders of 25% or
more in aggregate principal amount of the Securities of such series then
Outstanding, specifying such failure, requiring the Company to remedy the same
and stating that such notice is a “Notice of Default” hereunder;


 


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


 


(f)            the commencement by the Company of a
voluntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Company to
the entry of an order for relief in an involuntary case under any such law, or
the consent by the Company to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar
official) of the Company or of substantially all the property of the Company or
the making by it of an assignment for the benefit of creditors or the admission
by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any
action; or


 


(g)           the occurrence of any other Event of
Default with respect to Securities of such series as provided in Section 3.01;


 


provided, however, that no event described in clause (d) or
(other than with respect to a payment default) (g) above shall constitute
an Event of Default hereunder until a Responsible Officer assigned to and
working in the Trustee’s corporate trust department has actual knowledge
thereof or until a written notice of any such event is received by the Trustee
at the Corporate Trust Office, and such notice refers to the facts underlying
such event, the Securities generally, the Company and the Indenture.


 


Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the Company
for making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to Holders of the Securities by making such payment
in the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Company, and conclusively relied upon by the Trustee, by
reference to the noon buying rate in The City of New York for cable transfers
for such Currency (“Exchange Rate”), as such Exchange Rate is reported or
otherwise made available by the Federal Reserve Bank of New York on the date of
such payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate. Notwithstanding the foregoing provisions of
this Section 7.01, any payment made under such circumstances in the
Currency of the United States where the required payment is in a Currency other
than the Currency of the United States will not constitute an Event of Default
under this Indenture.


 


Section 7.02           Acceleration; Rescission and
Annulment.


 


(a)           Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, if
any one or more of the above-described Events of Default (other than an Event
of Default specified in Section 7.01(e) or 7.01(f)) shall happen with
respect to Securities of any series at the time Outstanding, then, and in each
and every such case, during the continuance of any such Event of Default, the
Trustee or the Holders of 25% or more in principal amount of the Securities of
such series then Outstanding may declare the principal (or, if the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of and all
accrued but unpaid interest on all the Securities of such series then
Outstanding to be due and payable immediately by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs
and is continuing, then in every such case, the principal amount of all of the
Securities of that series then Outstanding shall automatically, and without any
declaration or any other action on the part of the Trustee or any Holder, become
due and payable immediately. Upon payment of such amounts in the Currency in
which such Securities are denominated


 


26

















 


(subject to Section 7.01 and
except as otherwise provided pursuant to Section 3.01), all obligations of
the Company in respect of the payment of principal of and interest on the
Securities of such series shall terminate.


 


(b)           The provisions of Section 7.02(a),
however, are subject to the condition that, at any time after the principal of
all the Securities of such series, to which any one or more of the
above-described Events of Default is applicable, shall have been so declared to
be due and payable, and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter provided in this Article,
the Event of Default giving rise to such declaration of acceleration shall,
without further act, be deemed to have been waived, and such declaration and
its consequences shall, without further act, be deemed to have been rescinded
and annulled, if:


 


(i)            the
Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 7.01
and except as otherwise provided pursuant to Section 3.01) sufficient to
pay


 


(A)          all
amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided,
however, that all sums payable under this clause (A) shall be paid in U.S.
Dollars);


 


(B)           all
arrears of interest, if any, upon all the Securities of such series (with
interest, to the extent that interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by such Securities at the
rate or rates prescribed therefor in such Securities); and


 


(C)           the
principal of and premium, if any, on any Securities of such series that have
become due otherwise than by such declaration of acceleration and interest
thereon;


 


(ii)           every
other Default and Event of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 7.06.


 


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


 


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


 


Section 7.03           Other Remedies. Except as
otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, upon failure for a period of 30 days to pay any
installment of interest on the Securities of any series or failure to pay the
principal of and premium, if any, on any of the Securities of such series when
and as the same shall become due and payable, whether at Maturity, or by call
for redemption (other than pursuant to the sinking fund), by declaration as
authorized by this Indenture, or otherwise, or failure for a period of
30 days to make any required sinking fund payment as to a series of
Securities, then, upon demand of the Trustee, the Company will pay to the
Paying Agent for the benefit of the Holders of Securities of such series then
Outstanding the whole amount which then shall have become due and payable on
all the Securities of such series, with interest on the overdue principal and
premium, if any, and (so far as the same may be legally enforceable) on the
overdue installments of interest at the rate borne by the Securities of such
series, and all amounts owing the Trustee and any predecessor trustee hereunder
under Section 11.01(a).


 


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


 


27

















 


Company or any other obligor upon the Securities of
such series, wherever situated, in the manner provided by law. Every recovery
of judgment in any such action or other proceeding, subject to the payment to
the Trustee of all amounts owing the Trustee and any predecessor trustee
hereunder under Section 11.01(a), shall be for the ratable benefit of the
Holders of such series of Securities which shall be the subject of such action
or proceeding. All rights of action upon or under any of the Securities or this
Indenture may be enforced by the Trustee without the possession of any of the
Securities and without the production of any thereof at any trial or any
proceeding relative thereto.


 


Section 7.04           Trustee as Attorney-in-Fact.
The Trustee is hereby appointed, and each and every Holder of the Securities,
by receiving and holding the same, shall be conclusively deemed to have
appointed the Trustee, the true and lawful attorney-in-fact of such Holder,
with authority to make or file (whether or not there shall be a Default in
respect of the payment of the principal of, or interest on, any of the
Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any
receivership, insolvency, liquidation, bankruptcy, reorganization or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or to their respective creditors or property, any and all claims, proofs
of claim, proofs of debt, petitions, consents, other papers and documents and
amendments of any thereof, as may be necessary or advisable in order to have
the claims of the Trustee and any predecessor trustee hereunder and of the
Holders of the Securities allowed in any such proceeding and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and
perform any and all other acts and things, as it may deem necessary or
advisable in order to enforce in any such proceeding any of the claims of the
Trustee and any predecessor trustee hereunder and of any of such Holders in
respect of any of the Securities; and any receiver, assignee, trustee, custodian
or debtor in any such proceeding is hereby authorized, and each and every taker
or Holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have authorized any such receiver, assignee, trustee,
custodian or debtor, to make any such payment or delivery only to or on the
order of the Trustee, and to pay to the Trustee any amount due it and any
predecessor trustee hereunder under Section 11.01(a); provided, however,
that nothing herein contained shall be deemed to authorize or empower the
Trustee to consent to or accept or adopt, on behalf of any Holder of
Securities, any plan of reorganization or readjustment affecting the Securities
or the rights of any Holder thereof, or to authorize or empower the Trustee to
vote in respect of the claim of any Holder of any Securities in any such
proceeding.


 


Section 7.05           Priorities. Any moneys or
properties collected by the Trustee with respect to a series of Securities
under this Article VII shall be applied in the order following, at the
date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on
account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:


 


FIRST: To the payment of
all amounts due to the Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


SECOND: In case the
principal of the Outstanding Securities of such series shall not have become
due and be unpaid, to the payment of interest on the Securities of such series,
in the chronological order of the Maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by
the Trustee) upon the overdue installments of interest at the rate borne by
such Securities, such payments to be made ratably to the Persons entitled
thereto.


 


THIRD: In case the
principal of the Outstanding Securities of such series shall have become due,
by declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Securities of such series for principal and premium, if any,
and interest, with interest on the overdue principal and premium, if any, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Securities of such
series, and in case such moneys shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest without preference
or priority of principal and premium, if any, over interest, or of interest
over principal and premium, if any, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and
premium, if any, and accrued and unpaid interest.


 


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Any surplus then remaining shall be paid to the
Company or as directed by a court of competent jurisdiction.


 


Section 7.06           Control
by Securityholders; Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities of any series at the time Outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee hereunder, or of exercising any trust or power hereby
conferred upon the Trustee with respect to the Securities of such series,
provided, however, that, subject to the provisions of Sections 11.01 and
11.02, the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel determines that the action so directed
may not lawfully be taken or would be unduly prejudicial to Holders not joining
in such direction or would involve the Trustee in personal liability. The
Holders of a majority in aggregate principal amount of such series of
Securities at the time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past Default or Event of Default with
respect to such series and its consequences except a Default in the payment of
interest or any premium on or the principal of the Securities of such series. Upon
any such waiver the Company, any guarantor of any series of Securities, the
Trustee and the Holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 7.06, said
Default or Event of Default shall for all purposes of the Securities of such
series and this Indenture be deemed to have been cured and to be not
continuing.


 


Section 7.07           Limitation on Suits. No
Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to
such series of Securities, unless (a) such Holder previously shall have
given to the Trustee written notice of one or more of the Events of Default
herein specified with respect to such series of Securities, (b) the
Holders of 25% in principal amount of the Securities of such series then
Outstanding shall have requested the Trustee in writing to take action in
respect of the matter complained of, (c) such Holder or Holders shall have
offered to the Trustee security and indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, (d) the
Trustee, for 60 days after receipt of such notification, request and offer
of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding and (e) during such 60-day period the Holders of a
majority in principal amount of the Securities do not give the Trustee a
direction inconsistent with the request; and such notification, request and
offer of indemnity are hereby declared in every such case to be conditions
precedent to any such action, suit or proceeding by any Holder of any Security
of such series; it being understood and intended that no one or more of the
Holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder,
except in the manner herein provided, and that every action, suit or proceeding
at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal
benefit of all Holders of the Outstanding Securities of such series; provided,
however, that nothing in this Indenture or in the Securities of such series
shall affect or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on the
Securities of such series to the respective Holders of such Securities at the
respective due dates in such Securities stated, or affect or impair the right,
which is also absolute and unconditional, of such Holders to institute suit to
enforce the payment thereof.


 


Section 7.08           Undertaking
for Costs. All parties to this Indenture and each Holder of any Security,
by such Holder’s acceptance thereof, shall be deemed to have agreed that any
court may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit
or proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.08 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 25% in
principal amount of the Securities of any series Outstanding, or to any action,
suit or proceeding instituted by any Holder of Securities of any series for the
enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities.


 


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Section 7.09           Remedies
Cumulative. No remedy herein conferred upon or reserved to the Trustee or
to the Holders of Securities of any series is intended to be exclusive of any
other remedy or remedies, and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of the Trustee
or of any Holder of the Securities of any series to exercise any right or power
accruing upon any Default or Event of Default shall impair any such right or
power or shall be construed to be a waiver of any such Default or Event of
Default or an acquiescence therein; and every power and remedy given by this Article VII
to the Trustee and to the Holders of Securities of any series, respectively, may
be exercised from time to time and as often as may be deemed expedient by the
Trustee or by the Holders of Securities of such series, as the case may be. In
case the Trustee or any Holder of Securities of any series shall have proceeded
to enforce any right under this Indenture and the proceedings for the
enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee
or to such Holder of Securities, then and in every such case the Company, any
guarantor of any series of Securities, the Trustee and the Holders of the
Securities of such series shall severally and respectively be restored to their
former positions and rights hereunder, and thereafter all rights, remedies and
powers of the Trustee and the Holders of the Securities of such series shall
continue as though no such proceedings had been taken, except as to any matters
so waived or adjudicated.


 


ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


Section 8.01           Evidence
of Action of Securityholders. Whenever in this Indenture it is provided
that the Holders of a specified percentage or a majority in aggregate principal
amount of the Securities or of any series of Securities may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the Holders of such specified percentage or majority
have joined therein may be evidenced by (a) any instrument or any number
of instruments of similar tenor executed by Securityholders in person, by an
agent or by a proxy appointed in writing, including through an electronic
system for tabulating consents operated by the Depositary for such series or
otherwise (such action becoming effective, except as herein otherwise expressly
provided, when such instruments or evidence of electronic consents are
delivered to the Trustee and, where it is hereby expressly required, to the
Company), or (b) by the record of the Holders of Securities voting in
favor thereof at any meeting of Securityholders duly called and held in
accordance with the provisions of Article IX, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of
Securityholders.


 


Section 8.02           Proof
of Execution or Holding of Securities. Proof of the execution of any
instrument by a Securityholder or his, her or its agent or proxy and proof of
the holding by any Person of any of the Securities shall be sufficient if made
in the following manner:


 


(a)        The fact and date of the execution by
any Person of any such instrument may be proved (i) by the certificate of
any notary public or other officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments or proof of deeds to be recorded
within such jurisdiction, that the Person who signed such instrument did
acknowledge before such notary public or other officer the execution thereof,
or (ii) by the affidavit of a witness of such execution sworn to before
any such notary or other officer. Where such execution is by a Person acting in
other than his or her individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his or her authority.


 


(b)        The ownership of Securities of any
series shall be proved by the Register of such Securities or by a certificate
of the Registrar for such series.


 


(c)        The record of any Holders’ meeting shall
be proved in the manner provided in Section 9.06.


 


(d)        The Trustee may require such additional
proof of any matter referred to in this Section 8.02 as it shall
reasonably deem appropriate or necessary.


 


(e)        If the Company shall solicit from the
Holders of Securities of any series any action, the Company may, at its option
fix in advance a record date for the determination of Holders of Securities


 


30

















 


entitled
to take such action, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company’s discretion. If such a record
date is fixed, such action may be sought or given before or after the record
date, but only the Holders of Securities of record at the close of business on
such record date shall be deemed to be Holders of Securities for the purpose of
determining whether Holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such
action, and for that purpose the Outstanding Securities of such series shall be
computed as of such record date.


 


Section 8.03           Persons
Deemed Owners.


 


(a)        The Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name any Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Section 3.08)
interest, if any, on, such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or upon his, her or its order, shall
be valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Security.


 


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


 


Section 8.04           Effect
of Consents. After an amendment, supplement, waiver or other action becomes
effective as to any series of Securities, a consent to it by a Holder of such
series of Securities is a continuing consent conclusive and binding upon such
Holder and every subsequent Holder of the same Securities or portion thereof,
and of any Security issued upon the transfer thereof or in exchange therefor or
in place thereof, even if notation of the consent is not made on any such
Security. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.


 


ARTICLE IX


 


SECURITYHOLDERS’ MEETINGS


 


Section 9.01           Purposes
of Meetings. A meeting of Securityholders of any or all series may be
called at any time and from time to time pursuant to the provisions of this Article IX
for any of the following purposes:


 


(a)        to give any notice to the Company or to
the Trustee, or to give any directions to the Trustee, or to consent to the
waiving of any Default or Event of Default hereunder and its consequences, or
to take any other action authorized to be taken by Securityholders pursuant to
any of the provisions of Article VIII;


 


(b)        to remove the Trustee and nominate a
successor trustee pursuant to the provisions of Article XI;


 


(c)        to consent to the execution of an
Indenture or of indentures supplemental hereto pursuant to the provisions of Section 14.02;
or


 


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


 


Section 9.02           Call
of Meetings by Trustee. The Trustee may at any time call a meeting of all
Securityholders of all series that may be affected by the action proposed to be
taken, to take any action specified in Section 9.01, to be held at such
time and at such place as the Trustee shall determine. Notice of every meeting
of the Securityholders of a 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 mailed to Holders of Securities of such series at their
addresses as


 


31

















 


they shall
appear on the Register of the Company. Such notice shall be mailed not less
than 20 nor more than 90 days prior to the date fixed for the meeting.


 


Section 9.03           Call
of Meetings by Company or Securityholders. In case at any time the Company
or the Holders of at least 25% in aggregate principal amount of the Securities
of a series (or of all series, as the case may be) then Outstanding that may be
affected by the action proposed to be taken, shall have requested the Trustee
to call a meeting of Securityholders of such series (or of all series), by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 9.01, by
mailing notice thereof as provided in Section 9.02.


 


Section 9.04           Qualifications
for Voting. To be entitled to vote at any meeting of Securityholders, a
Person shall (a) be a Holder of one or more Securities affected by the
action proposed to be taken at the meeting or (b) be a Person appointed by
an instrument in writing as proxy by a Holder of one or more such Securities.
The only Persons who shall be entitled to be present or to speak at any meeting
of Securityholders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


Section 9.05           Regulation
of Meetings.


 


(a)        Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities 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 fit.


 


(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 Securityholders as provided in Section 9.03,
in which case the Company or the Securityholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chair. A permanent
chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.


 


(c)        Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, at
any meeting of Securityholders of a series, each Securityholder of such series
of such Securityholder’s proxy shall be entitled to one vote for each $1,000
principal amount of Securities of such series Outstanding 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 other than by virtue of Securities of such series
held by him or her or instruments in writing as aforesaid duly designating him
or her as the Person to vote on behalf of other Securityholders. At any meeting
of the Securityholders duly called pursuant to the provisions of Section 9.02
or 9.03 the presence of Persons holding or representing Securities in an
aggregate principal amount sufficient to take action upon the business for the
transaction of which such meeting was called shall be necessary to constitute a
quorum, and any such meeting may be adjourned from time to time by a majority
of those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.


 


Section 9.06           Voting.
The vote upon any resolution submitted to any meeting of Securityholders of a
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 of the 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 in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 9.02. The
record shall show the principal


 


32

















 


amounts of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the duplicates shall be delivered to the Company and
the other to the Trustee to be preserved by the Trustee.


 


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


 


Section 9.07           No
Delay of Rights by Meeting. Nothing contained in this Article IX shall
be deemed or construed to authorize or permit, by reason of any call of a
meeting of Securityholders of any series or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or to the
Securityholders of such series under any of the provisions of this Indenture or
of the Securities of such series.


 


ARTICLE X


 


REPORTS BY THE COMPANY AND THE
TRUSTEE AND


SECURITYHOLDERS’ LISTS


 


Section 10.01         Reports
by Trustee.


 


(a)        So long as any Securities are
outstanding, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided therein. If
required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within 60 days after each
[                                  ]
following the date of this Indenture deliver to Holders a brief report which
complies with the provisions of such Section 313(a). The Trustee will also
transmit by mail all reports required pursuant to Section 313(c) of
the Trust Indenture Act.


 


(b)        The Trustee shall, at the time of the
transmission to the Holders of Securities of any report pursuant to the
provisions of this Section 10.01, file a copy of such report with each
stock exchange upon which the Securities are listed, if any, and also with the
SEC in respect of a Security listed and registered on a national securities
exchange, if any. The Company agrees to notify the Trustee when, as and if the
Securities become listed on any stock exchange.


 


The
Company will reimburse the Trustee for all expenses incurred in the preparation
and transmission of any report pursuant to the provisions of this Section 10.01
and of Section 10.02.


 


Section 10.02         Reports
by the Company. The Company shall file with the Trustee and the SEC, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided in the Trust Indenture Act; provided that,
unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 30 days after the same
is filed with the SEC; and provided further, that the filing of the reports
specified in Section 13 or 15(d) of the Exchange Act by an entity that
is the direct or indirect parent of the Company will satisfy the requirements
of this Section 10.02 so long as such entity is an obligor or guarantor on
the Securities; and provided further that the reports of such entity will not
be required to include condensed consolidating financial information for the
Company in a footnote to the financial statements of such entity.


 


Section 10.03         Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:


 


(a)        semi-annually, within 15 days after
each Record Date, but in any event not less frequently than semi-annually, a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of Securities to which such Record Date applies, as of
such Record Date, and


 


(b)        at such other times as the Trustee may
request in writing, within 30 days after 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;


 


33

















 


provided, however, that so long as the Trustee shall
be the Registrar, such lists shall not be required to be furnished.


 


ARTICLE XI


 


CONCERNING THE TRUSTEE


 


Section 11.01         Rights
of Trustees; Compensation and Indemnity. The Trustee accepts the trusts
created by this Indenture upon the terms and conditions hereof, including the
following, to all of which the parties hereto and the Holders from time to time
of the Securities agree:


 


(a)        The Trustee shall be entitled to such
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (including in any agent
capacity in which it acts). The compensation of the Trustee shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust. The Company shall reimburse the Trustee promptly upon its
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by the Trustee (including the reasonable expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence, bad faith or willful
misconduct.


 


The
Company also agrees to indemnify each of the Trustee and any predecessor
Trustee hereunder for, and to hold it harmless against, any and all loss,
liability, damage, claim, or expense incurred without its own negligence, bad
faith or willful misconduct, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts),
as well as 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 those attributable to its negligence, willful
misconduct or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have one separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.


 


As
security for the performance of the obligations of the Company under this Section 11.01(a),
the Trustee shall have a lien upon all property and funds held or collected by
the Trustee as such, except funds held in trust by the Trustee to pay principal
of and interest on any Securities. Notwithstanding any provisions of this
Indenture to the contrary, the obligations of the Company to compensate and
indemnify the Trustee under this Section 11.01(a) shall survive the
resignation or removal of the Trustee and any satisfaction and discharge under Article XII.
When the Trustee incurs expenses or renders services after an Event of Default
specified in clause (e) or (f) of Section 7.01 occurs, the
expenses and compensation for the services are intended to constitute expenses
of administration under any applicable federal or state bankruptcy, insolvency
or similar laws.


 


(b)        The Trustee may execute any of the
trusts or powers hereof and perform any duty hereunder either directly or by
its agents and attorneys and shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.


 


(c)        The Trustee shall not be responsible in
any manner whatsoever for the correctness of the recitals herein or in the
Securities (except its certificates of authentication thereon) contained, all
of which are made solely by the Company; and the Trustee shall not be
responsible or accountable in any manner whatsoever for or with respect to the
validity or execution or sufficiency of this Indenture or of the Securities
(except its certificates of authentication thereon), and the Trustee makes no
representation with respect thereto, except that the Trustee represents that it
is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. The
Trustee shall not be accountable for the use or application by the Company of
any Securities, or the proceeds of any Securities, authenticated and delivered
by the Trustee in conformity with the provisions of this Indenture.


 


(d)        The Trustee may consult with counsel of
its selection, and, to the extent permitted by Section 11.02, any Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by the Trustee hereunder in good faith and in
accordance with such Opinion of Counsel.


 


34

















 


(e)        The Trustee, to the extent permitted by Section 11.02,
may rely upon the certificate of the Secretary or one of the Assistant
Secretaries of the Company as to the adoption of any Board Resolution or
resolution of the stockholders of the Company, and any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced
by, and 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 may rely upon, an Officer’s
Certificate of the Company (unless other evidence in respect thereof be herein
specifically prescribed).


 


(f)         Subject to Section 11.04, the
Trustee or any agent of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 310(b) and
311 of the Trust Indenture Act, may otherwise deal with the Company with the
same rights it would have had if it were not the Trustee or such agent.


 


(g)        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 any money
received by it hereunder except as otherwise agreed in writing with the
Company.


 


(h)        Any action taken by the Trustee pursuant
to any provision hereof at the request or with the consent of any Person who at
the time is the Holder of any Security shall be conclusive and binding in
respect of such Security upon all future Holders thereof or of any Security or
Securities which may be issued for or in lieu thereof in whole or in part,
whether or not such Security shall have noted thereon the fact that such
request or consent had been made or given.


 


(i)         Subject to the provisions of Section 11.02,
the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.


 


(j)         Subject to the provisions of Section 11.02,
the Trustee shall not be under any obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Holders of the Securities, pursuant to any provision of this Indenture,
unless one or more of the Holders of the Securities shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses
and liabilities which may be incurred by it therein or thereby.


 


(k)        Subject to the provisions of Section 11.02,
the Trustee shall not be liable for any action taken or omitted by it in good
faith and believed by it to be authorized or within its discretion or within
the rights or powers conferred upon it by this Indenture.


 


(l)         Subject to the provisions of Section 11.02,
the Trustee shall not be deemed to have knowledge or notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless the Holders of not less than 25% of the Outstanding
Securities notify the Trustee thereof.


 


(m)       Subject to the provisions of the first
paragraph of Section 11.02, 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, other evidence of Indebtedness or other paper or
document, but the Trustee, may, but shall not be required to, make further
inquiry or investigation into such facts or matters as it may see fit.


 


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


 


Section 11.02         Duties
of Trustee.


 


(a)        If one or more of the Events of Default
specified in Section 7.01 with respect to the Securities of any series
shall have happened, then, during the continuance thereof, the Trustee shall,
with respect


 


35

















 


to such
Securities, exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.


 


(b)        None of the provisions of this Indenture
shall be construed as relieving the Trustee from liability for its own
negligent action, negligent failure to act, or its own willful misconduct,
except that, notwithstanding anything in this Indenture contained to the
contrary,


 


(i)        unless
and until an Event of Default specified in Section 7.01 with respect to
the Securities of any series shall have happened which at the time is
continuing,


 


(A)      the
Trustee undertakes to perform such duties and only such duties with respect to
the Securities of that series as are specifically set out in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee, whose duties and obligations shall be determined solely by
the express provisions of this Indenture; and


 


(B)       the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it
pursuant to the express provisions of this Indenture; but in the case of any
such certificates or opinions which, by the provisions of this Indenture, are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts, statements, opinions or
conclusions stated therein);


 


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


 


(iii)      the
Trustee shall not be liable to any Holder of Securities or to any other Person
with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction of Securityholders given as provided in Section 7.06,
relating to the time, method and place of conducting any proceeding for any
remedy available to it or exercising any trust or power conferred upon it by
this Indenture.


 


(c)        None of the provisions of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise to incur
any financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 


(d)        Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 11.02.


 


Section 11.03         Notice
of Defaults. Within 90 days after the occurrence thereof, and if known
to the Trustee, the Trustee shall give to the Holders of the Securities of a
series notice of each Default or Event of Default with respect to the
Securities of such series known to the Trustee, by transmitting such notice to
Holders at their addresses as the same shall then appear on the Register of the
Company, unless such Default shall have been cured or waived before the giving
of such notice (the term “Default” being hereby defined to be the events
specified in Section 7.01, which are, or after notice or lapse of time or
both would become, Events of Default as defined in said Section). Except in the
case of a Default or Event of Default in payment of the principal of, premium,
if any, or interest on any of the Securities of such series when and as the
same shall become payable, or to make any sinking fund payment as to Securities
of the same series, the Trustee shall be protected in withholding such notice,
if and so long as a Responsible Officer or Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities of such series.


 


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Section 11.04         Eligibility;
Disqualification.


 


(a)        The Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The Trustee shall have a combined
capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition, and shall have a Corporate Trust
Office. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 11.04, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


(b)        The Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA Section 310(b)(i) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(i) are
met. If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. If Section 310(b) of the Trust Indenture Act is amended
any time after the date of this Indenture to change the circumstances under
which a Trustee shall be deemed to have a conflicting interest with respect to
the Securities of any series or to change any of the definitions in connection
therewith, this Section 11.04 shall be automatically amended to
incorporate such changes.


 


Section 11.05         Registration
and Notice; Removal. The Trustee, or any successor to it hereafter
appointed, may at any time resign and be discharged of the trusts hereby
created with respect to any one or more or all series of Securities by giving
to the Company notice in writing. Such resignation shall take effect upon the
appointment of a successor Trustee and the acceptance of such appointment by
such successor Trustee. Any Trustee hereunder may be removed with respect to
any series of Securities at any time by the filing with such Trustee and the
delivery to the Company of an instrument or instruments in writing signed by
the Holders of a majority in principal amount of the Securities of such series
then Outstanding, specifying such removal and the date when it shall become
effective.


 


If at any time:


 


(1)       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 who has been a bona fide Holder of a Security for
at least six months (or, if it is a shorter period, the period since the
initial issuance of the Securities of such series), or


 


(2)       the Trustee shall cease to be
eligible under Section 11.04 and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months (or, if it is a shorter period,
the period since the initial issuance of the Securities of such series), or


 


(3)       the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the Company by
written notice to the Trustee may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Securityholder who has been a bona fide Holder of a Security for at least
six months (or, if it is a shorter period, the period since the initial
issuance of the Securities of such series) 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.


 


Upon
its resignation or removal, any Trustee shall be entitled to the payment of
reasonable compensation for the services rendered hereunder by such Trustee and
to the payment of all reasonable expenses incurred hereunder and all moneys
then due to it hereunder. The Trustee’s rights to indemnification provided in Section 11.01(a) shall
survive its resignation or removal.


 


37

















 


Section 11.06         Successor
Trustee by Appointment.


 


(a)        In case at any time the Trustee shall
resign, or shall be removed (unless the Trustee shall be removed as provided in
Section 11.04(b), in which event the vacancy shall be filled as provided
in said subdivision), or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or if a receiver of the Trustee or of its property shall
be appointed, or if 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 with respect to the Securities of one or more
series, a successor Trustee 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
series) may be appointed by the Holders of a majority in principal amount of
the Securities of that or those series then Outstanding, by an instrument or
instruments in writing signed in duplicate by such Holders and filed, one
original thereof with the Company and the other with the successor Trustee;
but, until a successor Trustee shall have been so appointed by the Holders of
Securities of that or those series as herein authorized, the Company, or, in
case all or substantially all the assets of the Company shall be in the
possession of one or more custodians or receivers lawfully appointed, or of
trustees in bankruptcy or reorganization proceedings (including a trustee or
trustees appointed under the provisions of the federal bankruptcy laws, as now
or hereafter constituted), or of assignees for the benefit of creditors, such
receivers, custodians, trustees or assignees, as the case may be, by an
instrument in writing, shall appoint a successor Trustee with respect to the
Securities of such series. Subject to the provisions of Sections 11.04 and
11.05, upon the appointment as aforesaid of a successor Trustee with respect to
the Securities of any series, the Trustee with respect to the Securities of
such series shall cease to be Trustee hereunder. After any such appointment
other than by the Holders of Securities of that or those series, the Person making
such appointment shall forthwith cause notice thereof to be mailed to the
Holders of Securities of such series at their addresses as the same shall then
appear on the Register of the Company but any successor Trustee with respect to
the Securities of such series so appointed shall, immediately and without
further act, be superseded by a successor Trustee appointed by the Holders of
Securities of such series in the manner above prescribed, if such appointment
be made prior to the expiration of one year from the date of the mailing of
such notice by the Company, or by such receivers, trustees or assignees.


 


(b)        If any Trustee with respect to the
Securities of one or more series shall resign or be removed and a successor
Trustee shall not have been appointed by the Company or by the Holders of the
Securities of such series or, if any successor Trustee so appointed shall not
have accepted its appointment within 30 days after such appointment shall
have been made, the resigning Trustee at the expense of the Company may apply
to any court of competent jurisdiction for the appointment of a successor
Trustee. If in any other case a successor Trustee shall not be appointed
pursuant to the foregoing provisions of this Section 11.06 within three
months after such appointment might have been made hereunder, the Holder of any
Security of the applicable series or any retiring Trustee at the expense of the
Company may apply to any court of competent jurisdiction to appoint a successor
Trustee. Such court may thereupon, in any such case, after such notice, if any,
as such court may deem proper and prescribe, appoint a successor Trustee.


 


(c)        Any successor Trustee appointed
hereunder with respect to the Securities of one or more series shall execute,
acknowledge and deliver to its predecessor Trustee and to the Company, or to
the receivers, trustees, assignees or court appointing it, as the case may be,
an instrument accepting such appointment hereunder, and thereupon such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations with respect to such series of such predecessor Trustee with like
effect as if originally named as Trustee hereunder, and such predecessor Trustee,
upon payment of its charges and disbursements then unpaid, shall thereupon
become obligated to pay over, and such successor Trustee shall be entitled to
receive, all moneys and properties held by such predecessor Trustee as Trustee
hereunder, subject nevertheless to its lien provided for in Section 11.01(a).
Nevertheless, on the written request of the Company or of the successor Trustee
or of the Holders of at least 10% in principal amount of the Securities of such
series then Outstanding, such predecessor Trustee, upon payment of its said
charges and disbursements, shall execute and deliver an instrument transferring
to such successor Trustee upon the trusts herein expressed all the rights,
powers and trusts of such predecessor Trustee and shall assign, transfer and
deliver to the successor Trustee all moneys and properties held by such
predecessor Trustee, subject nevertheless to its lien provided for in Section 11.01(a);
and, upon request of any such successor Trustee and the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Trustee all such
authority, rights, powers, trusts, immunities, duties and obligations.


 


38














 


Section 11.07                          Successor Trustee by
Merger. Any Person into which the Trustee or any successor to it in the
trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
any such successor to it shall be a party, or any Person to which the Trustee
or any successor to it shall sell or otherwise transfer all or substantially
all of the corporate trust business of the Trustee, shall be the successor
Trustee under this Indenture without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided that such
Person shall be otherwise qualified and eligible under this Article. In case at
the time such successor to the Trustee shall succeed to the trusts created by
this Indenture with respect to one or more series of Securities, any of such
Securities shall have been authenticated but not delivered by the Trustee then
in office, any successor to such Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.


 


Section 11.08                          Right to Rely on Officer’s
Certificate. Subject to Section 11.02, and subject to the provisions
of Section 16.01 with respect to the certificates required thereby, whenever
in the administration of the provisions of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officer’s Certificate
with respect thereto delivered to the Trustee, and such Officer’s Certificate,
in the absence of negligence, bad faith or willful misconduct on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.


 


Section 11.09                          Appointment of
Authenticating Agent. The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the Securities,
and the Trustee shall give written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. Unless limited by the terms of such appointment, any such Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
the Authenticating Agent. 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.


 


Each Authenticating Agent shall at all times be a
corporation organized and doing business and in good standing under the laws of
the United States, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Article XI,
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 an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Article XI, it shall
resign immediately in the manner and with the effect specified in this Article XI.


 


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 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 Article XI, without the execution or filing
of any paper or any further act on the part of the Trustee or the
Authenticating Agent.


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice 


 


39

















 


thereof 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 11.09, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give written notice of such appointment to all Holders
of Securities of the series with respect to which such Authenticating Agent
will serve. 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. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 11.09.


 


The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section 11.09,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 11.01.


 


Section 11.10                          Communications by
Securityholders with Other Securityholders. Holders of Securities may
communicate pursuant to Section 312(b) of the Trust Indenture Act
with other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the Trust Indenture Act with
respect to such communications.


 


Section 11.11                          Preferential Collection of
Claims Against the Company. The Trustee is subject to Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
indicated therein.


 


ARTICLE
XII


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 12.01                          Applicability of Article.
If, pursuant to Section 3.01, provision is made for the defeasance of
Securities of a series and if the Securities of such series are denominated and
payable only in U.S. Dollars (except as provided pursuant to Section 3.01),
then the provisions of this Article shall be applicable except as
otherwise specified pursuant to Section 3.01 for Securities of such
series. Defeasance provisions, if any, for Securities denominated in a Foreign
Currency may be specified pursuant to Section 3.01.


 


Section 12.02                          Satisfaction and Discharge
of Indenture. This Indenture, with respect to the Securities of any series
(if all series issued under this Indenture are not to be affected), shall, upon
Company Order, cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of such Securities herein expressly
provided for and rights to receive payments of principal of and premium, if
any, and interest on such Securities) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when,


 


(a)                                  either:


 


(i)                                     all Securities of such series
theretofore authenticated and delivered (other than (A) Securities that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 3.07 and (B) Securities 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 or discharged from such trust, as
provided in Section 6.03) have been delivered to the Trustee for
cancellation; or


 


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


 


(A)                    have become due and payable, or


 


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


 


40

















 


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


 


and in the case of (A), (B) or (C) above, the Company has
deposited or caused to be deposited with the Trustee or Paying Agent as trust
funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section 3.01)
sufficient to pay and discharge the entire Indebtedness on such Securities for
principal and premium, if any, and interest to the date of such deposit (in the
case of Securities that have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be; provided, however, in the event a
petition for relief under federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, is filed with respect to the Company within 91 days
after the deposit and the Trustee is required to return the moneys then on
deposit with the Trustee to the Company, the obligations of the Company under
this Indenture with respect to such Securities shall not be deemed terminated
or discharged;


 


(b)                                 the Company or any guarantor, if
applicable, has paid or caused to be paid all other sums payable by it
hereunder; and


 


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


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 11.01
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (a)(i) of this Section, the obligations of the Trustee under Section 12.07
and Section 6.03(e) shall survive.


 


Section 12.03                          Defeasance upon Deposit of
Moneys or U.S. Government Obligations. At the Company’s option, either (a) the
Company and each of the guarantors, if any, shall be deemed to have been
Discharged (as defined below) from their obligations with respect to Securities
of any series (including the related guarantees, if any) on the first day after
the applicable conditions set forth below have been satisfied or (b)(i) the
Company and each of the guarantors, if any, shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 6.04, 6.07 and 10.02 with respect to Securities of any series
(including the related guarantees, if any) (and, if so specified pursuant to Section 3.01,
any other restrictive covenant added for the benefit of such series pursuant to
Section 3.01) and (ii) the occurrence of an event specified in
Sections 7.01(d), (e), (f) or (g) shall not be deemed to be an Event
of Default at any time after the applicable conditions set forth below have
been satisfied (“covenant defeasance”):


 


(a)                                  The Company shall have deposited or
caused to be deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series (i) money in an amount, or (ii) U.S.
Government Obligations (as defined below) that through the payment of interest
and principal in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount,
or (iii) a combination of (i) and (ii), sufficient to pay and
discharge each installment of principal (including any mandatory sinking fund
payments) of and premium, if any, and interest on, the Outstanding Securities
of such series on the dates such installments of interest or principal and
premium are due;


 


(b)                                 No Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit (other than a Default resulting from the borrowing of funds and
the grant of any related liens to be applied to such deposit); and


 


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


 


41

















 


Covenant defeasance means that the Company and each of
the guarantors, if any, may omit to comply with and shall have no other
liability in respect of any term, condition or limitation set forth in any such
Section or clause whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or clause or by reason of
any reference in any such Section or clause to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


“Discharged” means that the Company and each of the
guarantors, if any, shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such
series (including the related guarantees, if any) and to have satisfied all the
obligations under this Indenture relating to the Securities of such series and
the related guarantees, if any (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the
rights of Holders of Securities of such series to receive, from the trust fund
described in clause (a) above, payment of the principal of and premium, if
any, and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to Securities of such series under
Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article XII.


 


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


 


Section 12.04                          Repayment to Company.
The Trustee and any Paying Agent shall promptly pay to the Company (or to its
designee) upon Company Order any excess moneys or U.S. Government Obligations
held by them at any time, including any such moneys or obligations held by the
Trustee under any escrow trust agreement entered into pursuant to Section 12.06.
The provisions of the last paragraph of Section 6.03 shall apply to any
money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to Section 12.03.


 


Section 12.05                          Indemnity for U.S.
Government Obligations. The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on
such U.S. Government Obligations.


 


Section 12.06                          Deposits to Be Held in
Escrow. Any deposits with the Trustee referred to in Section 12.03
above shall be irrevocable (except to the extent provided in
Sections 12.04 and 12.07) and shall be made under the terms of an escrow
trust agreement. If any Outstanding Securities of a series are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and
the Company shall make such arrangements as are satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company. The agreement shall provide that, upon satisfaction of
any mandatory sinking fund payment requirements, whether by deposit of moneys,
application of proceeds of deposited U.S. Government Obligations or, if
permitted, by delivery of Securities, the Trustee shall pay or deliver over to
the Company as excess moneys pursuant to Section 12.04 all funds or
obligations then held under the agreement and allocable to the sinking fund
payment requirements so satisfied.


 


If Securities of a series with respect to which such
deposits are made may be subject to later redemption at the option of the
Company or pursuant to optional sinking fund payments, the applicable escrow
trust agreement may, at the option of the Company, provide therefor. In the
case of an optional redemption in whole or in part, such agreement shall
require the Company to deposit with the Trustee on or before the date notice of
redemption is given 


 


42

















 


funds sufficient to pay the Redemption Price of the
Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver
over to the Company as excess funds pursuant to Section 12.04 all funds or
obligations then held under such agreement and allocable to the Securities to
be redeemed. In the case of exercise of optional sinking fund payment rights by
the Company, such agreement shall, at the option of the Company, provide that
upon deposit by the Company with the Trustee of funds pursuant to such exercise
the Trustee shall pay or deliver over to the Company as excess funds pursuant
to Section 12.04 all funds or obligations then held under such agreement
for such series and allocable to the Securities to be redeemed.


 


Section 12.07                          Application of Trust Money.


 


Subject
to any applicable abandoned property law:


 


(a)                                  Neither the Trustee nor any other
paying agent shall be required to pay interest on any moneys deposited pursuant
to the provisions of this Indenture, except such as it shall agree with the
Company in writing to pay thereon. Any moneys so deposited for the payment of
the principal of, or premium, if any, or interest on the Securities of any
series and remaining unclaimed for two years after the date of the maturity of
the Securities of such series or the date fixed for the redemption of all the
Securities of such series at the time outstanding, as the case may be, shall be
repaid by the Trustee or such other paying agent to the Company upon its
written request and thereafter, anything in this Indenture to the contrary
notwithstanding, any rights of the Holders of Securities of such series in
respect of which such moneys shall have been deposited shall be enforceable
only against the Company, and all liability of the Trustee or such other paying
agent with respect to such moneys shall thereafter cease.


 


(b)                                 Subject to the provisions of the
foregoing paragraph, any moneys which at any time shall be deposited by the
Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of, premium, if any, and interest on any of the
Securities shall be and are hereby assigned, transferred and set over to the
Trustee or such other paying agent in trust for the respective Holders of the
Securities for the purpose for which such moneys shall have been deposited; but
such moneys need not be segregated from other funds except to the extent
required by law.


 


Section 12.08                          Deposits of Non-U.S.
Currencies. Notwithstanding the foregoing provisions of this Article, if
the Securities of any series are payable in a Currency other than U.S. Dollars,
the Currency or the nature of the government obligations to be deposited with
the Trustee under the foregoing provisions of this Article shall be as set
forth in the Officer’s Certificate or established in the supplemental indenture
under which the Securities of such series are issued.


 


ARTICLE
XIII


 


IMMUNITY OF CERTAIN PERSONS


 


Section 13.01                          No Personal Liability.
No recourse shall be had for the payment of the principal of, or the premium,
if any, or interest on, any Security or for any claim based thereon or
otherwise in respect thereof or of the Indebtedness represented thereby, or
upon any obligation, covenant or agreement of this Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, any successor corporation or any guarantor, either
directly or through the Company, any successor corporation or any guarantor,
whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that this Indenture and the Securities are
solely corporate obligations, and that no personal liability whatsoever shall
attach to, or be incurred by, any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company, any successor
corporation or any guarantor, either directly or through the Company, any
successor corporation or any guarantor, because of the incurring of the
Indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Securities, or to be implied herefrom or therefrom, and that all liability, if
any, of that character against every such incorporator, stockholder, officer
and director is, by the acceptance of the Securities and as a condition of, and
as part of the consideration for, the execution of this Indenture and the issue
of the Securities expressly waived and released.


 


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ARTICLE
XIV


 


SUPPLEMENTAL INDENTURES


 


Section 14.01                          Without Consent of
Securityholders. Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, the Company, each of the guarantors,
if any, 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 one or more of or all the following purposes:


 


(a)                                  to add to the covenants and
agreements of the Company, to be observed thereafter and during the period, if
any, in such supplemental indenture or indentures expressed, and to add Events
of Default, in each case for the protection or benefit of the Holders of all or
any series of the Securities (and if such covenants, agreements and Events of
Default are to be for the benefit of fewer than all series of Securities,
stating that such covenants, agreements and Events of Default are expressly
being included for the benefit of such series as shall be identified therein),
or to surrender any right or power herein conferred upon the Company;


 


(b)                                 to delete or modify any Events of
Default with respect to all or any series of the Securities, the form and terms
of which are being established pursuant to such supplemental indenture as
permitted in Section 3.01 (and, if any such Event of Default is applicable
to fewer than all such series of the Securities, specifying the series to which
such Event of Default is applicable), and to specify the rights and remedies of
the Trustee and the Holders of such Securities in connection therewith;


 


(c)                                  to add to or change any of the
provisions of this Indenture to provide, change or eliminate any restrictions
on the payment of principal of or premium, if any, on Securities; provided that
any such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;


 


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


 


(e)                                  to evidence the succession of
another corporation to the Company, or successive successions, and the
assumption by such successor of the covenants and obligations of the Company
contained in the Securities of one or more series and in this Indenture or any
supplemental indenture;


 


(f)                                    to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to one
or more series of Securities and to add to or change any of the provisions of
this Indenture as shall be necessary for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);


 


(g)                                 to secure any series of Securities
or to release any collateral or lien securing Securities in accordance with the
terms of the applicable series of Securities;


 


(h)                                 to evidence any changes to this
Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted
by the terms thereof;


 


(i)                                     to cure any ambiguity or to correct
or supplement any provision contained herein or in any indenture supplemental
hereto which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture or to conform the terms
hereof, as amended and supplemented, that are applicable to the Securities of
any series to the description of the terms of such Securities in the offering
memorandum, prospectus supplement or other offering document applicable to such
Securities at the time of initial sale thereof;


 


(j)                                     to add to or change or eliminate any
provision of this Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act;


 


44

















 


(k)                                  to add guarantors or co-obligors
with respect to any series of Securities or to release guarantors from their
guarantees of Securities in accordance with the terms of the applicable series
of Securities;


 


(l)                                     to make any change in any series of
Securities that does not adversely affect in any material respect the interests
of the Holders of such Securities;


 


(m)                               to provide for uncertificated
securities in addition to certificated securities;


 


(n)                                 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; provided that any
such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities;


 


(o)                                 to prohibit the authentication and
delivery of additional series of Securities; or


 


(p)                                 to establish the form and terms of Securities
of any series as permitted in Section 3.01, or to authorize the issuance
of additional Securities of a series previously authorized or to add to the
conditions, limitations or restrictions on the authorized amount, terms or
purposes of issue, authentication or delivery of the Securities of any series,
as herein set forth, or other conditions, limitations or restrictions
thereafter to be observed.


 


Subject to the provisions of Section 14.03, the
Trustee is authorized to join with the Company and each of the guarantors, if
any, in the execution of any such supplemental indenture, to make the further
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property or assets
thereunder.


 


Any supplemental indenture authorized by the
provisions of this Section 14.01 may be executed by the Company, each of
the guarantors, if any, and the Trustee without the consent of the Holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 14.02.


 


Section 14.02                          With Consent of
Securityholders; Limitations.


 


(a)                                  With the consent of the Holders
(evidenced as provided in Article VIII) of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture voting separately, the Company, each of the guarantors,
if any, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any provisions of this
Indenture or of modifying in any manner the rights of the Holders of the
Securities of such series to be affected; provided, however, that, except as
otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security of each such series affected
thereby,


 


(i)                                     extend the Stated Maturity of the
principal of, or any installment of interest on, any Security, or reduce the
principal amount thereof or the interest thereon or any premium payable upon
redemption thereof, or extend the Stated Maturity of, or change the Currency in
which the principal of and premium, if any, or interest on such Security is
denominated or payable, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02, or impair
the right to institute suit for the enforcement of any payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or materially adversely affect the economic terms of any
right to convert or exchange any Security as may be provided pursuant to Section 3.01;
or


 


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


 


45














 


(iii)                               modify any of the provisions of this
Section, Section 7.06 or Section 6.06, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 6.06,
or the deletion of this proviso, in accordance with the requirements of
Sections 11.06 and 14.01(f); or


 


(iv)                              modify,
without the written consent of the Trustee, the rights, duties or immunities of
the Trustee.


 


(b)                                 A supplemental indenture that
changes or eliminates any provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities
or which modifies the rights of 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.


 


(c)                                  It shall not be necessary for the
consent of the Securityholders under this Section 14.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


(d)                                 The Company may set a record date
for purposes of determining the identity of the Holders of each series of
Securities entitled to give a written consent or waive compliance by the
Company as authorized or permitted by this Section. Such record date shall not
be more than 30 days prior to the first solicitation of such consent or
waiver or the date of the most recent list of Holders furnished to the Trustee
prior to such solicitation pursuant to Section 312 of the Trust Indenture
Act.


 


(e)                                  Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section 14.02, the Company shall mail a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Holders of Securities at their addresses as the same shall then appear in the
Register of the Company. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.


 


Section 14.03                          Trustee Protected.
Upon the request of the Company, accompanied by the Officer’s Certificate and
Opinion of Counsel required by Section 16.01 stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
evidence reasonably satisfactory to the Trustee of consent of the Holders if
the supplemental indenture is to be executed pursuant to Section 14.02,
the Trustee shall join with the Company and each of the guarantors, if any, in
the execution of said supplemental indenture unless said supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into said supplemental indenture. The Trustee shall be
fully protected in relying upon such Officer’s Certificate and an Opinion of
Counsel.


 


Section 14.04                          Effect of Execution of
Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article XIV, this Indenture shall be
deemed to be modified and amended in accordance therewith and, except as herein
otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, each of the guarantors, if any, and the Holders of all of the
Securities or of the Securities of any series affected, as the case may be,
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


 


Section 14.05                          Notation on or Exchange of
Securities. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article may
bear a notation in the form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this
Indenture contained in any such 


 


46

















 


supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for the Securities then Outstanding in
equal aggregate principal amounts, and such exchange shall be made without cost
to the Holders of the Securities.


 


Section 14.06                          Conformity with TIA.
Every supplemental indenture executed pursuant to the provisions of this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.


 


ARTICLE
XV


 


SUBORDINATION OF SECURITIES


 


Section 15.01                          Agreement to Subordinate.
In the event a series of Securities is designated as subordinated pursuant to Section 3.01,
and except as otherwise provided in a Company Order or in one or more
indentures supplemental hereto, the Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of Securities of such series by
his, her or its acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each
and all of the Securities of such series is hereby expressly subordinated, to
the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of all Senior Indebtedness. In the event a series of
Securities is not designated as subordinated pursuant to Section 3.01(s),
this Article XV shall have no effect upon the Securities.


 


Section 15.02                          Distribution on
Dissolution, Liquidation and Reorganization; Subrogation of Securities.
Subject to Section 15.01, upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of the Company or otherwise (subject to the power of
a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Senior Indebtedness and the
holders thereof with respect to the Securities and the holders thereof by a
lawful plan of reorganization under applicable bankruptcy law):


 


(a)                                  the holders of all Senior
Indebtedness shall be entitled to receive payment in full of the principal
thereof (and premium, if any) and interest due thereon before the Holders of
the Securities are entitled to receive any payment upon the principal (or
premium, if any) or interest, if any, on Indebtedness evidenced by the
Securities; and


 


(b)                                 any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XV shall be paid by the
liquidation trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and


 


(c)                                  in the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities prohibited by the
foregoing, shall be received by the Trustee or the Holders of the Securities
before all Senior Indebtedness is paid in full, such payment or distribution
shall be paid over, upon written notice to a Responsible Officer of the
Trustee, to the holder of such Senior Indebtedness or his, her or its
representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, as calculated by the Company, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.


 


(d)                                 Subject to the payment in full of
all Senior Indebtedness, the Holders of the Securities shall be subrogated to
the rights of the holders of Senior Indebtedness (to the extent that
distributions 


 


 


47

















 


otherwise
payable to such holder have been applied to the payment of Senior Indebtedness)
to receive payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any)
and interest, if any, on the Securities shall be paid in full and no such
payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities be deemed to be a payment by
the Company to or on account of the Securities. It is understood that the
provisions of this Article XV are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article XV or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the Securities, the
obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest,
if any, on the Securities as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article XV of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of
assets of the Company referred to in this Article XV, the Trustee, subject
to the provisions of Section 15.05, shall be entitled to conclusively rely
upon a certificate of the liquidating trustee or agent or other person making
any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereof and all
other facts pertinent thereto or to this Article XV.


 


Section 15.03                          No Payment on Securities
in Event of Default on Senior Indebtedness. Subject to Section 15.01,
no payment by the Company on account of principal (or premium, if any), sinking
funds or interest, if any, on the Securities shall be made at anytime if: (i) a
default on Senior Indebtedness exists that permits the holders of such Senior
Indebtedness to accelerate its maturity and (ii) the default is the
subject of judicial proceedings or the Company has received notice of such
default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on
Senior Indebtedness has been made or duly provided for in money or money’s
worth.


 


In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.03, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of such Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, but only to the extent that the holders of such
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on such Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of such
Senior Indebtedness.


 


Section 15.04                          Payments on Securities
Permitted. Subject to Section 15.01, nothing contained in this
Indenture or in any of the Securities shall (a) affect the obligation of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 15.02 and 15.03, payments of principal of (or
premium, if any) or interest, if any, on the Securities or (b) prevent the
application by the Trustee of any moneys or assets deposited with it hereunder
to the payment of or on account of the principal of (or premium, if any) or
interest, if any, on the Securities, unless a Responsible Officer of the
Trustee shall have received at its Corporate Trust Office written notice of any
fact prohibiting the making of such payment from the Company or from the holder
of any Senior Indebtedness or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness
or of the authority of such trustee more than two Business Days prior to the
date fixed for such payment.


 


Section 15.05                          Authorization of
Securityholders to Trustee to Effect Subordination. Subject to Section 15.01,
each Holder of Securities by his acceptance thereof authorizes and directs the
Trustee on his, her or its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XV
and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


48

















 


Section 15.06                          Notices to Trustee.
The Company shall give prompt written notice to a Responsible Officer of the
Trustee of any fact known to the Company that would prohibit the making of any
payment of monies or assets to or by the Trustee in respect of the Securities
of any series pursuant to the provisions of this Article XV. Subject to Section 15.01,
notwithstanding the provisions of this Article XV or any other provisions
of this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any fact which would prohibit the making of any payment of
moneys or assets to or by the Trustee or such Paying Agent, unless and until a
Responsible Officer of the Trustee or such Paying Agent shall have received (in
the case of a Responsible Officer of the Trustee, at the Corporate Trust Office
of the Trustee) written notice thereof from the Company or from the holder of
any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects conclusively to presume
that no such facts exist; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys or assets may
become payable for any purpose (including, without limitation, the payment of
either the principal (or premium, if any) or interest, if any, on any Security)
a Responsible Officer of the Trustee shall not have received with respect to
such moneys or assets the notice provided for in this Section 15.06, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys or assets and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XV, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.


 


Section 15.07                          Trustee as Holder of
Senior Indebtedness. Subject to Section 15.01, the Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it to the same extent
as any other holder of Senior Indebtedness and nothing in this Indenture shall
be construed to deprive the Trustee of any of its rights as such holder.
Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Sections 7.05 or 11.01.


 


Section 15.08                          Modifications of Terms of
Senior Indebtedness. Subject to Section 15.01, any renewal or
extension of the time of payment of any Senior Indebtedness or the exercise by
the holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the
waiver of default thereunder, may be made or done all without notice to or
assent from the Holders of the Securities or the Trustee. No compromise,
alteration, amendment, modification, extension, renewal or other change of, or
waiver, consent or other action in respect of, any liability or obligation
under or in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is
outstanding or of such Senior Indebtedness, whether or not such release is in
accordance with the provisions of any applicable document, shall in any way
alter or affect any of the provisions of this Article XV or of the
Securities relating to the subordination thereof.


 


Section 15.09                          Reliance on Judicial Order
or Certificate of Liquidating Agent. Subject to Section 15.01, upon
any payment or distribution of assets of the Company referred to in this Article XV,
the Trustee and the Holders of the Securities shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XV.


 


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Section 15.10                          Satisfaction and
Discharge; Defeasance and Covenant Defeasance. Subject to Section 15.01,
amounts and U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Article XII and not, at the time of
such deposit, prohibited to be deposited under Sections 15.02 or 15.03
shall not be subject to this Article XV.


 


Section 15.11                          Trustee Not Fiduciary for
Holders of Senior Indebtedness. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or observe only such of its
covenants and obligations as are specifically set forth in this Article XV,
and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall
pay over or distribute to or on behalf of Holders of Securities or the Company,
or any other Person, moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article XV or otherwise.


 


ARTICLE
XVI


 


MISCELLANEOUS PROVISIONS


 


Section 16.01                          Certificates and Opinions
as to Conditions Precedent.


 


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


 


(b)                                 Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 6.05 of this Indenture) shall
include (i) a statement that the Person giving such certificate or opinion
has read such covenant or condition; (ii) 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; (iii) a
statement that, in the view or opinion of such Person, he or she has made such
examination or investigation as is necessary to enable such Person to express
an informed view or opinion as to whether or not such covenant or condition has
been complied with; and (iv) a statement as to whether or not, in the view
or opinion of such Person, such condition or covenant has been complied with.


 


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


 


(d)                                 Any certificate, statement or
opinion of an officer of the Company or of counsel to the Company may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of,
or representations by, an accountant or firm of accountants, unless such
officer or counsel, as the case may be, knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to the accounting matters upon which his or her certificate, statement
or opinion may be based are erroneous. Any certificate or opinion of any firm
of independent registered public accountants filed with the Trustee shall
contain a statement that such firm is independent.


 


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


 


(f)                                    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 16.02                          Trust Indenture Act
Controls. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture
by any of the provisions of Sections 310 to 318, inclusive, of the Trust
Indenture Act, such imposed duties or incorporated provision shall control.


 


Section 16.03                          Notices to the Company and
Trustee. Any notice or demand authorized by this Indenture to be made upon,
given or furnished to, or filed with, the Company or the Trustee shall be
sufficiently made, given, furnished or filed for all purposes if it shall be
mailed, delivered or telefaxed to:


 


(a)                                  the Company, at 4 Parkway North, Suite 400,
Deerfield, Illinois 60015, Attention:
[                                      ],
Facisimile No.: [                                            ]
or at such other address or facsimile number as may have been furnished in
writing to the Trustee by the Company.


 


(b)                                 the Trustee, at the Corporate Trust
Office of the Trustee, Attention: Trust Administrator.


 


Any such notice, demand or other document shall be in
the English language.


 


Section 16.04                          Notices to
Securityholders; Waiver. Any notice required or permitted to be given to
Securityholders shall be sufficiently given (unless otherwise herein expressly
provided),


 


(a)                                  if to Holders, if given in writing
by first class mail, postage prepaid, to such Holders at their addresses as the
same shall appear on the Register of the Company.


 


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


 


(c)                                  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 on such waiver.


 


In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice that is published in the
manner herein provided shall be conclusively presumed to have been duly given.


 


Section 16.05                          Legal Holiday. Unless
otherwise specified pursuant to Section 3.01, in any case where any
Interest Payment Date, Redemption Date or Maturity of any Security of any
series shall not be a Business Day at any Place of Payment for the Securities
of that series, then payment of principal and premium, if any, or interest need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such
Interest Payment 


 


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Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such
payment is made or duly provided for on such Business Day.


 


Section 16.06                          Effects 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 16.07                          Successors and Assigns.
All covenants and agreements in this Indenture by the parties hereto shall bind
their respective successors and assigns and inure to the benefit of their
permitted successors and assigns, whether so expressed or not.


 


Section 16.08                          Separability Clause.
In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 16.09                          Benefits of Indenture.
Nothing in this Indenture expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or to
give to, any Person or corporation other than the parties hereto and their
successors and the Holders of the Securities any benefit or any right, remedy
or claim under or by reason of this Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements in this Indenture contained shall be for
the sole and exclusive benefit of the parties hereto and their successors and
of the Holders of the Securities.


 


Section 16.10                          Counterparts Originals.
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 instrument.


 


Section 16.11                          Governing Law; Waiver of
Trial by Jury. This Indenture, the Securities and the guarantees, if any,
shall be deemed to be contracts made under the law of the State of New York,
and for all purposes shall be governed by and construed in accordance with the
law of said State, without giving effect to the conflicts of laws rules thereof
to the extent that the applicable of the laws of another jurisdiction would be
required thereby.


 


EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY
ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE.


 


[Signatures on following page]


 


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


 


	
   

  	
  CF INDUSTRIES HOLDINGS, INC.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
                                    ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: