Exhibit 4.5


 




 


 





EQUITABLE
RESOURCES, INC.


 










 


 


INDENTURE


 


 


Dated
as of


 


 


                
    , 200   


 










 


 


DEBT
SECURITIES


 


 


THE BANK OF
NEW YORK


 


 


Trustee


 




 





 

















 


TABLE OF CONTENTS*


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions.

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FORMS OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Terms of the
  Securities

  	
  11

  
	
  Section 2.02

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  12

  
	
  Section 2.03

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

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Amount
  Unlimited; Issuable in Series

  	
  13

  
	
  Section 3.02

  	
  Denominations

  	
  15

  
	
  Section 3.03

  	
  Execution,
  Authentication, Delivery and Dating

  	
  15

  
	
  Section 3.04

  	
  Temporary
  Securities

  	
  17

  
	
  Section 3.05

  	
  Registrar and
  Paying Agent

  	
  18

  
	
  Section 3.06

  	
  Transfer and
  Exchange

  	
  18

  
	
  Section 3.07

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  22

  
	
  Section 3.08

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  23

  
	
  Section 3.09

  	
  Cancellation

  	
  24

  
	
  Section 3.10

  	
  Computation
  of Interest

  	
  24

  
	
  Section 3.11

  	
  Currency of
  Payments in Respect of Securities

  	
  25

  
	
  Section 3.12

  	
  Judgments

  	
  25

  
	
  Section 3.13

  	
  CUSIP
  Numbers

  	
  26

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Applicability
  of Right of Redemption

  	
  26

  



 






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


 


i

















 


	
  Section 4.02

  	
  Selection of
  Securities to be Redeemed

  	
  26

  
	
  Section 4.03

  	
  Notice of
  Redemption

  	
  27

  
	
  Section 4.04

  	
  Deposit of
  Redemption Price

  	
  27

  
	
  Section 4.05

  	
  Securities
  Payable on Redemption Date

  	
  27

  
	
  Section 4.06

  	
  Securities
  Redeemed in Part

  	
  28

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Applicability
  of Sinking Fund

  	
  28

  
	
  Section 5.02

  	
  Mandatory
  Sinking Fund Obligation

  	
  29

  
	
  Section 5.03

  	
  Optional
  Redemption at Sinking Fund Redemption Price

  	
  29

  
	
  Section 5.04

  	
  Application
  of Sinking Fund Payment

  	
  29

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICULAR COVENANTS OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Payments of
  Securities

  	
  30

  
	
  Section 6.02

  	
  Paying Agent

  	
  31

  
	
  Section 6.03

  	
  To Hold
  Payment in Trust

  	
  31

  
	
  Section 6.04

  	
  Merger,
  Consolidation and Sale of Assets

  	
  32

  
	
  Section 6.05

  	
  Compliance
  Certificate

  	
  33

  
	
  Section 6.06

  	
  Conditional
  Waiver by Holders of Securities

  	
  34

  
	
  Section 6.07

  	
  Statement by
  Officers as to Default

  	
  34

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMEDIES OF TRUSTEE AND SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Events of
  Default

  	
  34

  
	
  Section 7.02

  	
  Acceleration;
  Rescission and Annulment

  	
  36

  
	
  Section 7.03

  	
  Other
  Remedies

  	
  37

  
	
  Section 7.04

  	
  Trustee as
  Attorney-in-Fact

  	
  38

  
	
  Section 7.05

  	
  Priorities

  	
  38

  
	
  Section 7.06

  	
  Control by
  Securityholders; Waiver of Past Defaults

  	
  39

  
	
  Section 7.07

  	
  Limitation
  on Suits

  	
  39

  
	
  Section 7.08

  	
  Undertaking
  for Costs

  	
  40

  
	
  Section 7.09

  	
  Remedies
  Cumulative

  	
  40

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Evidence of
  Action of Securityholders

  	
  41

  
	
  Section 8.02

  	
  Proof of
  Execution or Holding of Securities

  	
  41

  
	
  Section 8.03

  	
  Persons
  Deemed Owners

  	
  42

  



 


ii

















 


	
  Section 8.04

  	
  Effect of
  Consents

  	
  42

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Purposes of
  Meetings

  	
  43

  
	
  Section 9.02

  	
  Call of
  Meetings by Trustee

  	
  43

  
	
  Section 9.03

  	
  Call of
  Meetings by Company or Securityholders

  	
  43

  
	
  Section 9.04

  	
  Qualifications
  for Voting

  	
  43

  
	
  Section 9.05

  	
  Regulation
  of Meetings

  	
  44

  
	
  Section 9.06

  	
  Voting

  	
  44

  
	
  Section 9.07

  	
  No Delay of
  Rights by Meeting

  	
  45

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REPORTS BY THE COMPANY AND THE TRUSTEE AND

  	
   

  
	
   

  	
  SECURITYHOLDERS’ LISTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Reports by
  Trustee

  	
  45

  
	
  Section 10.02

  	
  Reports by
  the Company

  	
  45

  
	
  Section 10.03

  	
  Securityholders’
  Lists

  	
  46

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Rights of
  Trustees; Compensation and Indemnity

  	
  46

  
	
  Section 11.02

  	
  Duties of
  Trustee

  	
  49

  
	
  Section 11.03

  	
  Notice of
  Defaults

  	
  50

  
	
  Section 11.04

  	
  Eligibility;
  Disqualification

  	
  50

  
	
  Section 11.05

  	
  Registration
  and Notice; Removal

  	
  51

  
	
  Section 11.06

  	
  Successor
  Trustee by Appointment

  	
  52

  
	
  Section 11.07

  	
  Successor
  Trustee by Merger

  	
  53

  
	
  Section 11.08

  	
  Right to
  Rely on Officer’s Certificate

  	
  54

  
	
  Section 11.09

  	
  Appointment
  of Authenticating Agent

  	
  54

  
	
  Section 11.10

  	
  Communications
  by Securityholders with Other Securityholders

  	
  55

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Applicability
  of Article

  	
  55

  
	
  Section 12.02

  	
  Satisfaction
  and Discharge of Indenture

  	
  55

  
	
  Section 12.03

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

  	
  56

  
	
  Section 12.04

  	
  Repayment to
  Company

  	
  57

  
	
  Section 12.05

  	
  Indemnity
  for U.S. Government Obligations

  	
  58

  
	
  Section 12.06

  	
  Deposits to
  Be Held in Escrow

  	
  58

  



 


iii

















 


	
  Section 12.07

  	
  Application
  of Trust Money

  	
  58

  
	
  Section 12.08

  	
  Deposits of
  Non-U.S. Currencies

  	
  59

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMMUNITY OF CERTAIN PERSONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  No Personal
  Liability

  	
  59

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XIV

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Without
  Consent of Securityholders

  	
  60

  
	
  Section 14.02

  	
  With Consent
  of Securityholders; Limitations

  	
  61

  
	
  Section 14.03

  	
  Trustee
  Protected

  	
  63

  
	
  Section 14.04

  	
  Effect of
  Execution of Supplemental Indenture

  	
  63

  
	
  Section 14.05

  	
  Notation on
  or Exchange of Securities

  	
  63

  
	
  Section 14.06

  	
  Conformity
  with TIA

  	
  63

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XV

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBORDINATION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 15.01

  	
  Agreement to
  Subordinate

  	
  64

  
	
  Section 15.02

  	
  Distribution
  on Dissolution, Liquidation and Reorganization; Subrogation of Securities

  	
  64

  
	
  Section 15.03

  	
  No Payment
  on Securities in Event of Default on Senior Indebtedness

  	
  65

  
	
  Section 15.04

  	
  Payments on
  Securities Permitted

  	
  66

  
	
  Section 15.05

  	
  Authorization
  of Securityholders to Trustee to Effect Subordination

  	
  66

  
	
  Section 15.06

  	
  Notices to
  Trustee

  	
  66

  
	
  Section 15.07

  	
  Trustee as
  Holder of Senior Indebtedness

  	
  67

  
	
  Section 15.08

  	
  Modifications
  of Terms of Senior Indebtedness

  	
  67

  
	
  Section 15.09

  	
  Reliance on
  Judicial Order or Certificate of Liquidating Agent

  	
  67

  
	
  Section 15.10

  	
  Satisfaction
  and Discharge; Defeasance and Covenant Defeasance

  	
  68

  
	
  Section 15.11

  	
  Trustee Not
  Fiduciary for Holders of Senior Indebtedness

  	
  68

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XVI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 16.01

  	
  Certificates
  and Opinions as to Conditions Precedent

  	
  68

  
	
  Section 16.02

  	
  Trust Indenture
  Act Controls

  	
  69

  
	
  Section 16.03

  	
  Notices to
  the Company and Trustee

  	
  69

  
	
  Section 16.04

  	
  Notices to
  Securityholders; Waiver

  	
  70

  
	
  Section 16.05

  	
  Legal
  Holiday

  	
  70

  
	
  Section 16.06

  	
  Effects of
  Headings and Table of Contents

  	
  70

  
	
  Section 16.07

  	
  Successors
  and Assigns

  	
  70

  



 


iv

















 


	
  Section 16.08

  	
  Separability
  Clause

  	
  71

  
	
  Section 16.09

  	
  Benefits of
  Indenture

  	
  71

  
	
  Section 16.10

  	
  Counterparts
  Originals

  	
  71

  
	
  Section 16.11

  	
  Governing
  Law; Waiver of Trial by Jury

  	
  71

  
	
  Section 16.12

  	
  Force Majeure

  	
  71

  



 


v

















 


INDENTURE dated as of
                  
    ,         ,
among Equitable Resources, Inc., a Pennsylvania corporation (the “Company”),
and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of
unsecured 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;
and


 


(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.


 


(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.


 


(a)                        Unless otherwise defined in this
Indenture or the context otherwise requires, all terms used herein shall have
the meanings assigned to them in the Trust Indenture Act.


 


(b)                       Unless the context otherwise
requires, the terms defined in this Section 1.01(b) 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 any such other
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 and delivered to the Trustee.


 


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;


 


2

















 


(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 Chairman, Chief Executive
Officer, President, Executive Vice President, Senior Vice President, Treasurer,
Assistant Treasurer, Controller, Assistant Controller, Secretary or 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 101 Barclay Street, 8W New York, New
York 10286, Attention: Corporate Trust Administration, 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).


 


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.


 


3

















 


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 and which is reasonably
acceptable to the Trustee.


 


4

















 


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 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.


 


5

















 


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 Chairman of the Board of Directors, Chief
Executive Officer, the President or a Vice President, Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee. 
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.


 


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, 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.


 


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 


 


6

















 


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).


 


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.


 


7

















 


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.


 


8

















 


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.


 


9

















 


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 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 


 


10

















 


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
mean (i) direct non-callable obligations of, or guaranteed by, the United
States or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States, in either case,
for the payment of which guarantee or obligation the full faith and credit of
the United States is pledged.


 


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 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.


 


11

















 


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:

  	
   

  	
   

  	
   

  	
  THE BANK OF
  NEW YORK,  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:

  	
   

  	
  THE BANK OF
  NEW YORK,  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [NAME OF AUTHENTICATING AGENT]

  	
   

  
	
   

  	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory 

  
						



 


 


12

















 


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:


 


(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;


 


13

















 


(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
$1,000 or any integral multiple 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;


 


(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;


 


14
















 


(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; and


 


(z)                         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 denominations of any
integral multiple of $1,000, 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 Chairman of the Board of Directors, its Chief Executive Officer, President,
one of its Vice Presidents or Treasurer. 
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 


 


15

















 


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:


 


“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.”


 


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.


 


16

















 


(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 


 


17

















 


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.


 


Section 3.05                                Registrar
and Paying Agent


 


(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.


 


 


18

















 


(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 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



 


19

















 


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 


 


20

















 


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 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.


 


21

















 


(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.


 


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.


 


22

















 


(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, if provided pursuant
to Section 3.01 and in accordance with arrangements satisfactory to the
Trustee, at the option of the Holder 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 


 


23

















 


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, 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.


 


24

















 


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
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.


 


25

















 


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 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.


 


26

















 


Section 4.03                                Notice
of Redemption


 


(a)                        Notice of redemption shall be given
by the Company or, at the Company’s request made at least five Business Days
prior to the date notice is to be given, 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 


 


27

















 


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.


 


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 


 


28

















 


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 prior to the relevant sinking fund payment date a written
notice signed on behalf of the Company by its Chairman of the Board of
Directors, its President, one of its Vice Presidents, its Treasurer or one of
its Assistant Treasurers, 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 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 prior to the
relevant sinking fund payment date a certificate signed by its Chairman of the
Board of Directors, its President, one of its Vice Presidents, its Treasurer or
one of its Assistant Treasurers 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 


 


29

















 


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:


 


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.


 


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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.


 


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(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;


 


(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)                        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:


 


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(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 its assets substantially as an entirety to another entity, or
purchase the assets of another entity substantially as an entirety, 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. 
A purchase by a Subsidiary of the assets of another entity substantially
as an entirety shall not be deemed to be a purchase of such assets by the
Company.


 


(b)                       Upon any consolidation with or
merger into any other entity, or any sale other than for cash, or any
conveyance or lease of the assets of the Company substantially as an entirety
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 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.


 


(c)                        For purposes of this Section 6.04,
the transfer by the Company of all of its assets, other than certain assets
associated with the Company’s gas company division, to a newly formed holding
company in connection with a holding company reorganization shall be deemed to
be a conveyance of the assets of the Company substantially as an entirety to
the newly formed holding company.


 


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, principal accounting officer or
vice president and treasurer 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 


 


33

















 


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
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 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 of the Company 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 of the Company 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 of the Company 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 of 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


 


34
















 


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, or 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 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 by reference to the noon buying rate in The City of New York for cable
transfers for such Currency (“Exchange Rate”), as 


 


35

















 


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 (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);


 


36

















 


(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.  If the Company shall fail
for a period of 30 days to pay any installment of interest on the Securities of
any series or shall fail 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 shall fail 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 the Company shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
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 


 


37

















 


Securities of
such series, and collect the moneys adjudged or decreed to be payable out of
the property of the 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 the Company shall be in 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).


 


38

















 


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.


 


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.  Prior to any declaration accelerating the
Maturity of the Securities of any series, 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 hereunder 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, 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 


 


39

















 


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 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, and unless also 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, and unless
also there shall have been offered to the Trustee security and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby, and 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 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 10% 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.


 


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 


 


40

















 


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, 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.


 


41

















 


(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 deem appropriate or necessary, so long as the request is a reasonable
one.


 


(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
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.


 


42

















 


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
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 10% 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 


 


43

















 


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)                        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 amounts of the Securities voting in
favor of or against any resolution.  The
record shall be signed and verified by the affidavits of the 


 


44

















 


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 May 15
following the date of this Indenture deliver to Holders a brief report which
complies with the provisions of such Section 313(a).


 


(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 


 


45

















 


condensed consolidating
financial information for the Company in a footnote to the financial statements
of such entity.


 


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


 


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;


 


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 shall be determined to have been
caused by its own 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 


 


46

















 


performance
of any of its powers or duties hereunder, except those determined to have been
caused by its own negligence, willful misconduct or bad faith.  The Trustee shall notify the Company promptly
of any claim of which the Trustee has received written notice and for which it
may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may employ 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.


 


(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 


 


47

















 


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 


 


48

















 


matters as it may see fit at the expense of
the Company and shall incur no liability of any kind by reason of such inquiry
or investigation.


 


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


 


(o)                       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 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, its own negligent action, negligent failure to act, or
its own willful misconduct, except that, anything in this Indenture contained
to the contrary notwithstanding,


 


(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 


 


49

















 


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.


 


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.


 


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(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


 


(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


 


(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 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 


 


51

















 


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.


 


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 


 


52

















 


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.


 


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.


 


53

















 


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 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


 


54






 












 


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.


 


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


 


55

















 


(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


 


(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
the Company,


 


and in the case of (A), (B) or
(C) above, 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 has paid or caused to be
paid all other sums payable hereunder by the Company; 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 the last paragraph
of 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 shall be deemed to have been Discharged (as defined below) from its
obligations with respect to Securities of any series on the first day after the
applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 6.04 with respect to
Securities of any series (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) at any time after the applicable conditions set forth below
have been satisfied:


 


(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 


 


56

















 


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.


 


“Discharged” means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by, and
obligations under, the Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except (A) the rights of Holders of 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 and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.


 


“U.S. Government Obligations” means
securities that are (i) direct obligations of the United States for the payment
of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely 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 


 


57

















 


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 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


 


(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 


 


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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 or of any successor corporation, either directly or through the Company
or any successor corporation, 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 or of any successor corporation, either directly or
through the Company or any successor corporation, 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 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;


 


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(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;


 


(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;


 


(k)                        to add guarantors or co-obligors
with respect to any 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 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 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 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 


 


61

















 


Indenture or of modifying in any manner the
rights of the Holders of the Securities of such series to be affected;
provided, however, that 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


 


(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 


 


62

















 


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


 


(a)                         
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 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 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
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.


 


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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 


 


64

















 


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 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.


 


65

















 


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.


 


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 


 


66

















 


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 


 


67

















 


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.


 


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.


 


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(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.


 


(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 225 North Shore
Drive, Pittsburgh, Pennsylvania, 15212, Attention: General Counsel, Facsimile
No.: 412-553-5970, or by email to treasury@eqt.com or at such other address or
facsimile number as may have been furnished in writing to the Trustee by the
Company.


 


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


 


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 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.


 


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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 and the Securities 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.


 


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.


 


Section 16.12                          Force
Majeure.  In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


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


 


 


	
   

  	
  EQUITABLE RESOURCES, INC.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: