Exhibit 4.1







XL GROUP LTD.


as Issuer


XL GROUP PLC


as Guarantor


WELLS FARGO BANK, NATIONAL ASSOCIATION


as Trustee


	
 


	





	
 


	
INDENTURE


	
 


	
Dated as of September 30, 2011


	
 


	







Senior Debt Securities










          Reconciliation and tie between Trust
Indenture Act of 1939 and Indenture.


	
 

	
 

	
 

	
 


	
TRUST
INDENTURE ACT SECTION

	
 

	
INDENTURE
SECTION


	




	
 

	





	
 

	
 

	
 

	
 


	
ss.310

	
(a)

	
 

	
6.09


	
 

	
(b)

	
 

	
6.08, 6.10


	
 

	
(c)

	
 

	
Not
Applicable


	
ss.311

	
(a)

	
 

	
6.13


	
 

	
(b)

	
 

	
6.13


	
 

	
(c)

	
 

	
Not
Applicable


	
ss.312

	
(a)

	
 

	
7.01,
7.02(a)


	
 

	
(b)

	
 

	
7.02(b)


	
 

	
(c)

	
 

	
7.02(c)


	
ss.313

	
(a)

	
 

	
7.03(a)


	
 

	
(b)

	
 

	
7.03(b)


	
 

	
(c)

	
 

	
7.03(b)


	
 

	
(d)

	
 

	
7.03(c)


	
ss.314

	
(a)

	
 

	
7.04


	
 

	
(b)

	
 

	
Not
Applicable


	
 

	
(c)

	
 

	
1.02


	
 

	
(d)

	
 

	
Not
Applicable


	
 

	
(e)

	
 

	
1.02


	
 

	
(f)

	
 

	
Not
Applicable


	
ss.315

	
(a)

	
 

	
6.01


	
 

	
(b)

	
 

	
6.02,
7.03(b)


	
 

	
(c)

	
 

	
6.01(b)


	
 

	
(d)

	
 

	
6.01(c)


	
 

	
(e)

	
 

	
5.14


	
ss.316

	
(a)(1)

	
 

	
5.12, 5.13


	
 

	
(b)

	
 

	
5.08


	
 

	
(c)

	
 

	
1.04(d)


	
ss.317

	
(a)(1)

	
 

	
5.03


	
 

	
(b)

	
 

	
5.04


	
 

	
(c)

	
 

	
10.03


	
ss.318

	
(a)

	
 

	
1.07





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





TABLE OF CONTENTS


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page




	
ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


	
 


	
Section
1.01.

	
Definitions

	
 

	
1


	
 

	
 

	
 

	
 


	
Section
1.02.

	
Compliance
Certificates and Opinions

	
 

	
7


	
 

	
 

	
 

	
 


	
Section
1.03.

	
Form of
Documents Delivered to Trustee

	
 

	
7


	
 

	
 

	
 

	
 


	
Section
1.04.

	
Acts of
Holders

	
 

	
8


	
 

	
 

	
 

	
 


	
Section
1.05.

	
Notices,
Etc., to Trustee, the Company and the Guarantor

	
 

	
9


	
 

	
 

	
 

	
 


	
Section
1.06.

	
Notice to
Holders; Waiver

	
 

	
9


	
 

	
 

	
 

	
 


	
Section
1.07.

	
Conflict
with Trust Indenture Act

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.08.

	
Effect of
Headings and Table of Contents

	
 

	
10


	
 

	
 

	
 

	
 


	
Section 1.09.

	
Successors
and Assigns

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.10.

	
Separability
Clause

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.11.

	
Benefits of
Indenture

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.12.

	
Governing
Law; Waiver of Jury Trial

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.13.

	
Legal
Holidays

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.14.

	
References
to Currency

	
 

	
10


	
 

	
 

	
 

	
 


	
Section
1.15.

	
Force
Majeure

	
 

	
11


	
 

	
 

	
 

	
 


	
Section
1.16.

	
USA PATRIOT
Act

	
 

	
11


	
 

	
 

	
 

	
 


	
ARTICLE II


	
SECURITY FORMS


	
 

	
 

	
 

	
 


	
Section
2.01.

	
Forms
Generally

	
 

	
11


	
 

	
 

	
 

	
 


	
Section
2.02.

	
Form of
Trustee’s Certificate of Authentication

	
 

	
11


	
 

	
 

	
 

	
 


	
Section
2.03.

	
Securities
Issuable in the Form of a Global Security

	
 

	
12


	
 

	
 

	
 

	
 


	
ARTICLE III


	
THE SECURITIES


	
 

	
 

	
 

	
 


	
Section
3.01.

	
Amount
Unlimited; Issuable in Series

	
 

	
14


	
 

	
 

	
 

	
 


	
Section
3.02.

	
Denominations

	
 

	
16


	
 

	
 

	
 

	
 


	
Section
3.03.

	
Execution,
Authentication, Delivery and Dating

	
 

	
16


	
 

	
 

	
 

	
 


	
Section
3.04.

	
Temporary
Securities

	
 

	
17


	
 

	
 

	
 

	
 


	
Section
3.05.

	
Registration,
Registration of Transfer and Exchange

	
 

	
18


	
 

	
 

	
 

	
 


	
Section
3.06.

	
Mutilated,
Destroyed, Lost and Stolen Securities

	
 

	
19




-i-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page




	
Section 3.07.

	
Payment of
Interest; Interest Rights Preserved

	
 

	
20


	
 

	
 

	
 

	
 


	
Section
3.08.

	
Persons
Deemed Owners

	
 

	
21


	
 

	
 

	
 

	
 


	
Section
3.09.

	
Cancellation

	
 

	
21


	
 

	
 

	
 

	
 


	
Section
3.10.

	
Computation
of Interest

	
 

	
21


	
 

	
 

	
 

	
 


	
Section
3.11.

	
CUSIP
Numbers

	
 

	
21


	
 

	
 

	
 

	
 


	
ARTICLE IV


	
SATISFACTION AND DISCHARGE


	
 

	
 

	
 

	
 


	
Section
4.01.

	
Satisfaction
and Discharge of Indenture

	
 

	
21


	
 

	
 

	
 

	
 


	
Section
4.02.

	
Application
of Trust Funds; Indemnification

	
 

	
23


	
 

	
 

	
 

	
 


	
Section
4.03.

	
Defeasance
and Discharge of Indenture

	
 

	
23


	
 

	
 

	
 

	
 


	
Section
4.04.

	
Defeasance
of Certain Obligations

	
 

	
25


	
 

	
 

	
 

	
 


	
ARTICLE V


	
REMEDIES


	
 

	
 

	
 

	
 


	
Section
5.01.

	
Events of
Default

	
 

	
26


	
 

	
 

	
 

	
 


	
Section
5.02.

	
Acceleration
of Maturity; Rescission and Annulment

	
 

	
27


	
 

	
 

	
 

	
 


	
Section
5.03.

	
Collection
of Indebtedness and Suits For Enforcement By Trustee

	
 

	
28


	
 

	
 

	
 

	
 


	
Section 5.04.

	
Trustee May
File Proofs of Claim

	
 

	
29


	
 

	
 

	
 

	
 


	
Section
5.05.

	
Trustee May
Enforce Claims Without Possession of Securities

	
 

	
30


	
 

	
 

	
 

	
 


	
Section
5.06.

	
Application
of Money Collected

	
 

	
30


	
 

	
 

	
 

	
 


	
Section
5.07.

	
Limitation
on Suits

	
 

	
30


	
 

	
 

	
 

	
 


	
Section
5.08.

	
Unconditional
Right of Holders to Receive Principal, Premium and Interest

	
 

	
31


	
 

	
 

	
 

	
 


	
Section
5.09.

	
Restoration
of Rights and Remedies

	
 

	
31


	
 

	
 

	
 

	
 


	
Section
5.10.

	
Rights and
Remedies Cumulative

	
 

	
31


	
 

	
 

	
 

	
 


	
Section
5.11.

	
Delay or
Omission Not Waiver

	
 

	
31


	
 

	
 

	
 

	
 


	
Section
5.12.

	
Control by
Holders

	
 

	
31


	
 

	
 

	
 

	
 


	
Section
5.13.

	
Waiver of
Past Defaults

	
 

	
32


	
 

	
 

	
 

	
 


	
Section
5.14.

	
Undertaking
for Costs

	
 

	
32


	
 

	
 

	
 

	
 


	
Section
5.15.

	
Waiver of
Stay or Extension Laws

	
 

	
33


	
 

	
 

	
 

	
 


	
ARTICLE VI


	
THE TRUSTEE


	
 

	
 

	
 

	
 


	
Section
6.01.

	
Certain
Duties and Responsibilities

	
 

	
33




-ii-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page




	
Section
6.02.

	
Notice of
Defaults

	
 

	
34


	
 

	
 

	
 

	
 


	
Section
6.03.

	
Certain
Rights of Trustee

	
 

	
34


	
 

	
 

	
 

	
 


	
Section
6.04.

	
Not
Responsible for Recitals or Issuance of Securities

	
 

	
36


	
 

	
 

	
 

	
 


	
Section
6.05.

	
May Hold Securities

	
 

	
36


	
 

	
 

	
 

	
 


	
Section
6.06.

	
Money Held
in Trust

	
 

	
36


	
 

	
 

	
 

	
 


	
Section
6.07.

	
Compensation,
Reimbursement and Indemnification

	
 

	
36


	
 

	
 

	
 

	
 


	
Section
6.08.

	
Disqualification;
Conflicting Interests

	
 

	
37


	
 

	
 

	
 

	
 


	
Section
6.09.

	
Corporate
Trustee Required; Eligibility

	
 

	
37


	
 

	
 

	
 

	
 


	
Section
6.10.

	
Resignation
and Removal; Appointment of Successor

	
 

	
37


	
 

	
 

	
 

	
 


	
Section
6.11.

	
Acceptance
of Appointment by Successor

	
 

	
39


	
 

	
 

	
 

	
 


	
Section
6.12.

	
Merger,
Conversion, Consolidation or Succession to Business

	
 

	
40


	
 

	
 

	
 

	
 


	
Section
6.13.

	
Preferential
Collection of Claims Against Company or Guarantor

	
 

	
40


	
 

	
 

	
 

	
 


	
ARTICLE VII


	
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


	
 

	
 

	
 

	
 


	
Section
7.01.

	
Company to
Furnish Trustee Names and Addresses of Holders

	
 

	
40


	
 

	
 

	
 

	
 


	
Section
7.02.

	
Preservation
of Information; Communications to Holders

	
 

	
41


	
 

	
 

	
 

	
 


	
Section
7.03.

	
Reports by
Trustee

	
 

	
42


	
 

	
 

	
 

	
 


	
Section
7.04.

	
Reports

	
 

	
43


	
 

	
 

	
 

	
 


	
ARTICLE VIII


	
SUCCESSOR CORPORATION


	
 

	
 

	
 

	
 


	
Section
8.01.

	
When Company
or Guarantor May Merge or Transfer Assets

	
 

	
44


	
 

	
 

	
 

	
 


	
ARTICLE IX


	
AMENDMENTS & SUPPLEMENTAL INDENTURES


	
 

	
 

	
 

	
 


	
Section
9.01.

	
Amendments
or Supplemental Indentures Without Consent of Holders

	
 

	
45


	
 

	
 

	
 

	
 


	
Section
9.02.

	
Amendments
or Supplemental Indentures with Consent of Holders

	
 

	
46


	
 

	
 

	
 

	
 


	
Section
9.03.

	
Execution of
Supplemental Indentures

	
 

	
48


	
 

	
 

	
 

	
 


	
Section
9.04.

	
Effect of
Supplemental Indentures

	
 

	
48


	
 

	
 

	
 

	
 


	
Section
9.05.

	
Conformity
with Trust Indenture Act

	
 

	
48


	
 

	
 

	
 

	
 


	
Section
9.06.

	
Reference in
Securities to Supplemental Indentures

	
 

	
48


	
 

	
 

	
 

	
 


	
ARTICLE X


	
COVENANTS


	
 

	
 

	
 

	
 


	
Section
10.01.

	
Payment of
Principal, Premium and Interest

	
 

	
48




-iii-





TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page




	
Section
10.02.

	
Maintenance
of Office or Agency

	
 

	
48


	
 

	
 

	
 

	
 


	
Section
10.03.

	
Money for
Securities; Payments to Be Held in Trust

	
 

	
49


	
 

	
 

	
 

	
 


	
Section
10.04.

	
Corporate
Existence

	
 

	
50


	
 

	
 

	
 

	
 


	
Section
10.05.

	
Maintenance
of Properties

	
 

	
50


	
 

	
 

	
 

	
 


	
Section
10.06.

	
Statement by
Officers as to Default

	
 

	
51


	
 

	
 

	
 

	
 


	
Section
10.07.

	
Waiver of
Certain Covenants

	
 

	
51


	
 

	
 

	
 

	
 


	
Section
10.08.

	
Calculation
of Original Issue Discount

	
 

	
51


	
 

	
 

	
 

	
 


	
ARTICLE XI


	
THE GUARANTEE


	
 

	
 

	
 

	
 


	
Section
11.01.

	
Unconditional
Guarantee

	
 

	
51


	
 

	
 

	
 

	
 


	
Section
11.02.

	
Guarantee
for the Benefit of the Holders

	
 

	
53


	
 

	
 

	
 

	
 


	
Section
11.03.

	
Waiver of
Subrogation

	
 

	
53


	
 

	
 

	
 

	
 


	
Section
11.04.

	
No
Suspension of Remedies

	
 

	
53


	
 

	
 

	
 

	
 


	
Section
11.05.

	
Termination

	
 

	
53


	
 

	
 

	
 

	
 


	
ARTICLE XII


	
REDEMPTION OF SECURITIES


	
 

	
 

	
 

	
 


	
Section
12.01.

	
Applicability
of Article

	
 

	
54


	
 

	
 

	
 

	
 


	
Section
12.02.

	
Election to
Redeem; Notice to Trustee

	
 

	
54


	
 

	
 

	
 

	
 


	
Section
12.03.

	
Selection by
Trustee of Securities to Be Redeemed

	
 

	
54


	
 

	
 

	
 

	
 


	
Section
12.04.

	
Notice of
Redemption

	
 

	
54


	
 

	
 

	
 

	
 


	
Section
12.05.

	
Deposit of
Redemption Price

	
 

	
55


	
 

	
 

	
 

	
 


	
Section
12.06.

	
Securities
Payable on Redemption Date

	
 

	
55


	
 

	
 

	
 

	
 


	
Section
12.07.

	
Securities
Redeemed in Part

	
 

	
56


	
 

	
 

	
 

	
 


	
ARTICLE XIII


	
SINKING FUNDS


	
 

	
 

	
 

	
 


	
Section
13.01.

	
Applicability
of Article

	
 

	
56


	
 

	
 

	
 

	
 


	
Section
13.02.

	
Satisfaction
of Sinking Fund Payments with Securities

	
 

	
57


	
 

	
 

	
 

	
 


	
Section
13.03.

	
Redemption
of Securities for Sinking Fund

	
 

	
57




-iv-







          INDENTURE,
dated as of September 30, 2011, among XL Group Ltd., a Cayman Islands exempted
company (herein called the “Company” or the “Issuer”), having its
principal office at XL House, One Bermudiana Road, Hamilton, HM 08, Bermuda, XL
Group plc, an Irish public limited company (herein called the “Guarantor”),
having its principal office at No. 1 Hatch Street Upper, 4th Floor, Dublin 2,
Ireland and Wells Fargo Bank, National Association, a national banking
association, as trustee hereunder (herein called the “Trustee”).


RECITALS OF THE COMPANY


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the “Securities”), to
be issued in one or more series as in this Indenture provided.


          The
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for its Guarantee of the Securities as in this Indenture provided. 


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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















	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (5)
all references used herein to the male gender shall include the female
gender.





          “Act”
when used with respect to any Holder, has the meaning specified in Section
1.04.


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


          “Board
of Directors” when used with reference to the Company or the Guarantor
means either the board of directors of the Company or the Guarantor, as the
case may be, or any duly authorized committee of such board duly authorized to
act hereunder.


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


          “Business
Day” means, with respect to any Securities, a day that in the City of New
York or in any Place of Payment is not a day on which banking institutions are
authorized by law or regulation to close.


          “Capital
Stock” for any entity means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) shares issued by that entity.


          “Certificated
Securities” means Securities that are in registered definitive form.


          “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


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


          “Company
Request” or “Company Order” means a written request or order signed
in the name of the Company by its chairman of the board, a vice chairman, its
president or a vice 


2





president, and
by its treasurer, an assistant treasurer, its secretary or an assistant
secretary, and delivered to the Trustee.


          “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located at 45
Broadway, 14th Floor, New York, New York 10006, or any office of
Trustee or any successor Trustee as may be designated in writing.


          “Covenant
Defeasance” has the meaning specified in Section 4.04.


          “Defaulted
Interest” has the meaning specified in Section 3.07.


          “Depositary”
means, unless otherwise specified by the Company pursuant to either Section
2.03 or 3.01, with respect to Securities of any series issuable or issued as a
Global Security, The Depository Trust Company, New York, New York, or any
successor thereto registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation.


          “Guarantee”
means the guarantee of the Company’s obligations under a given series of
Securities by the Guarantor as provided in Article XI of this Indenture. 


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


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


          “Global
Security” means a Security issued to evidence all or a part of any series
of Securities which is executed by the Company and authenticated and delivered
by the Trustee to the Depositary or its custodian or pursuant to the
Depositary’s instruction, all in accordance with this Indenture and pursuant to
a Company Order, which shall be registered in the name of the Depositary or its
nominee.


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


          “Holder
Action” has the meaning specified in Section 7.02(d).


          “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01.


          “Interest,”
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after
Maturity.


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


3





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


          “Mandatory
Sinking Fund Payment” has the meaning specified in Section 13.01.


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


          “Officers’
Certificate” means a certificate signed by the chairman of the board, the
president or a vice president, and by the treasurer, an assistant treasurer,
the secretary or an assistant secretary of the Company, and delivered to the
Trustee.


          “Opinion
of Counsel” means a written opinion of counsel in a form reasonably
acceptable to the Trustee, who may be counsel for the Company or the Guarantor
and who shall be acceptable to the Trustee.


          “Optional
Sinking Fund Payment” has the meaning specified in Section 13.01.


          “Original
Issue Discount Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
Securities for whose payment or redemption money or evidences of indebtedness
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; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and


	
 

	
 


	
 

	
          (iii)
Securities which have been paid pursuant to Section 3.06 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;





provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, 


4





consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor. In case of a
dispute as to such right, any decision by the Trustee shall be full protection
to the Trustee. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of any of the above-described
persons; and, subject to Section 6.01, the Trustee shall be entitled to accept
such Officers’ Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Securities not listed therein are Outstanding
for the purposes of any such determination.


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


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


          “Place
of Payment,” when used with respect to the Securities of any series, means
the place or places where the principal of (and premium, if any) and interest
on the Securities of that series are payable as specified as contemplated by Section
3.01.


          “Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


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


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


          “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.


          “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer
within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time 


5





shall be such
officers, respectively, or to whom any corporate trust 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.


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


          “Security
Register” and “Security Registrar” have the respective meanings
specified in Section 3.05.


          “Special
Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.07.


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


          “Subsidiary”
means, with respect to any Person:


	
 

	
 


	
 

	
          (1)
any corporation or company a majority of whose Capital Stock with voting
power, under ordinary circumstances, to elect directors is, at the date of
determination, directly or indirectly, owned by such Person (a “subsidiary”),
by one or more subsidiaries of such Person or by such Person and one or more
subsidiaries of such Person;


	
 

	
 


	
 

	
          (2)
a partnership in which such Person or a subsidiary of such Person is, at the
date of determination, a general partner of such partnership; or


	
 

	
 


	
 

	
          (3)
any partnership, limited liability company or other Person in which such
Person, a subsidiary of such Person or such Person and one or more
subsidiaries of such Person, directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or (y) the
power to elect or appoint or direct the election or appointment of the
managing partner or member of such Person or, if applicable, a majority of
the directors or other governing body of such Person.





          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and in
force at the date as of which this instrument was executed, except as provided
in Section 9.05.


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


          “U.S.
Government Obligations” means securities which are (i) direct obligations
of the United States of America 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 


6





the United
States of America the payment of which is unconditionally guaranteed as to the
timely payment of principal and interest as a full faith and credit obligation
by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company which is a member of the
Federal Reserve System and having a combined capital and surplus of at least
$50,000,000 as custodian with respect to any such obligation evidenced by such
depository receipt or a specific payment of interest on or principal of any
such obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the obligation set forth in (i) or (ii) above or the specific
payment of interest on or principal of such obligation evidenced by such
depository receipt.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


7





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


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


          Section
1.04. Acts of Holders.


                    (a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are received by the
Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the
Trustee, the Company and the Guarantor, if made in the manner provided in this
Section 1.04.


                    (b)
The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may be proved in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
any reasonable manner which the Trustee deems sufficient.


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


                    (d)
If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so.
Notwithstanding Trust Indenture Act Section 316(c), such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than
the date such solicitation is completed.
If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities 


8





shall be
computed as of such record date; provided, however, that no such
authorization, agreement or consent by such Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than eleven months after the record date.


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


          Section
1.05. Notices, Etc., to Trustee, the Company and the Guarantor. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


	
 

	
 


	
 

	
          (1)
the Trustee by any Holder, the Company or the Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
(including a facsimile transmission) to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Services – Administrator – XL Group
PLC, 


	
 

	
 


	
 

	
          (2)
the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing
(including a facsimile transmission) and mailed, first-class postage prepaid,
to the Company, addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company, to the
attention of the secretary of the Company, or


	
 

	
 


	
 

	
          (3)
the Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing
(including a facsimile transmission) and mailed, first-class postage prepaid,
to the Guarantor, addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Guarantor, to the
attention of the general counsel of the Guarantor. 





          Section
1.06. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice hereunder. 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. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.


9





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


          Section
1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with
another provision which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required or deemed
provision shall control.


          Section
1.08. Effect of Headings and Table of Contents. The article and section headings herein and
the table of contents are for convenience only and shall not affect the
construction hereof.


          Section
1.09. Successors and Assigns.
All covenants and agreements in this Indenture by the Company and the
Guarantor shall bind their successors and assigns, whether so expressed or not.


          Section
1.10. 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
1.11. Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


          Section
1.12. Governing Law; Waiver of Jury Trial. This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, and for all
purposes will be construed in accordance with the laws of said State without
giving effect to principles of conflicts of laws of such State.


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


          Section
1.13. Legal Holidays. In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


          Section
1.14. References to Currency.
All references in this Indenture to “dollars” or “$” are to the currency
of the United States of America.


10





          Section
1.15. 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.


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


ARTICLE II



SECURITY FORMS


          Section
2.01. Forms Generally. The
Securities of each series shall be in substantially the forms established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution of the Company in accordance with Section 3.01,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and any
indenture supplemental hereto, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or securities
regulatory authority or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
secretary or an assistant secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03
for the authentication and delivery of such Securities.


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


          Section
2.02. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication
required by this article shall be in substantially the form set forth below:


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


11









	
 

	
 


	
 

	
WELLS FARGO
BANK, NATIONAL 

ASSOCIATION,


	
 

	
as Trustee 


	
 

	
 


	
 

	
By:


	
 

	
 


	
 

	





	
 

	
Authorized
Signatory





          Section
2.03. Securities Issuable in the Form of a Global Security.


                    (a)
If the Issuer shall establish pursuant to Sections 2.01 and 3.01 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
its custodian or pursuant to the 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 (I) BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE
DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”


                    (b)
Notwithstanding any other provision of this Section 2.03 or of Section 3.05,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to another nominee of the Depositary for such Global
Security, or to a successor Depositary for such Global Security selected or
approved by the Issuer or to a nominee of such successor Depositary.


                    (c)
(i) If at any time the Depositary for a
Global Security notifies the Issuer that it is unwilling or unable to continue
as Depositary for such Global Security or if at any time 


12





the Depositary
for the Securities for such series shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Issuer shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, the Issuer will execute a Company Order
for the authentication and delivery of individual Securities of such series in
exchange for such Global Security, and the Trustee, upon receipt of such Company
Order, will authenticate and deliver individual Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security.


	
 

	
 


	
 

	
          (ii)
If an Event of Default shall have occurred and be continuing or an event
shall have occurred which with the giving of notice or lapse of time or both
would constitute an Event of Default with respect to the Securities
represented by such Global Security, the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such
series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.


	
 

	
 


	
 

	
          (iii)
If specified by the Issuer pursuant to Section 3.01 with respect to
Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Issuer and such Depositary. Thereupon
the Issuer shall execute, and the Trustee shall authenticate and deliver,
without service charge, (1) to each Person specified by such Depositary a new
Security or Securities of the same series of like tenor and terms in
definitive form and of any authorized denomination of $2,000 and any integral
multiple of $1,000 in excess thereof 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 (2) to such Depositary a new Global Security of
like tenor and terms and in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders
thereof.


	
 

	
 


	
 

	
          (iv)
In any exchange provided for in any of the preceding three paragraphs, the
Issuer will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations of
$2,000 and any integral multiple of $1,000 in excess thereof. Upon the exchange of a Global Security for
individual Securities, such Global Security shall be cancelled by the
Trustee. Securities issued in
exchange for a Global Security pursuant to this Section 2.03 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 




13









	
 

	
 


	
 

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




ARTICLE III



THE SECURITIES


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


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


	
 

	
 


	
 

	
          
(1) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.03, 3.04, 3.05, 3.06, 9.06 or 12.07);


	
 

	
 


	
 

	
          
(2) the issue price, expressed as a percentage of the aggregate principal
amount;


	
 

	
 


	
 

	
          
(3) the date or dates on which the principal of the Securities of the series
is payable;


	
 

	
 


	
 

	
          
(4) the rate or rates at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable and the
Regular Record Date for the interest payable on the Interest Payment Date;


	
 

	
 


	
 

	
          
(5) the obligation, if any, of the Company to redeem, repay or repurchase
Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which
Securities of the series shall be redeemed, repaid or repurchased, in whole
or in part, pursuant to such obligation;


	
 

	
 


	
 

	
          
(6) the period of periods within which, the price or prices or ratios at
which and the terms and conditions upon which Securities of the series may be
redeemed, converted or exchanged, in whole or in part;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          
(8) if other than the full principal amount, the portion of the principal
amount of Securities of the series which will be payable upon declaration of
acceleration or provable in bankruptcy;




14









	
 

	
 


	
 

	
          
(9) any events of default not set forth in this Indenture;


	
 

	
 


	
 

	
          
(10) the currency or currencies, including composite currencies, in which
payment of the principal of (and premium, if any) and interest, if any, on
such Securities shall be payable (if other than the currency of the United
States of America), which unless otherwise specified shall be the currency of
the United States of America as at the time of payment is legal tender for
payment of public or private debts;


	
 

	
 


	
 

	
          
(11) if the principal of (and premium, if any), or interest, if any, on such
Securities are to be payable, at the election of the Company or any Holder
thereof, in a coin or currency other than that in which such Securities are
stated to be payable, then the period or periods within which, and the terms
and conditions upon which, such election may be made;


	
 

	
 


	
 

	
          
(12) whether interest will be payable in cash or additional Securities at the
Company’s or the Holders’ option and the terms and conditions upon which the
election may be made;


	
 

	
 


	
 

	
          
(13) if such Securities are to be denominated in a currency or currencies,
including composite currencies, other than the currency of the United States
of America, the equivalent price in the currency of the United States of
America for purposes of determining the voting rights of Holders of such
Securities as Outstanding Securities under this Indenture;


	
 

	
 


	
 

	
          
(14) if the amount of payments of principal of (and premium, if any), or
portions thereof, or interest, if any, on such Securities may be determined
with reference to an index, formula or other method based on a coin or
currency other than that in which such Securities are stated to be payable,
the manner in which such amounts shall be determined;


	
 

	
 


	
 

	
          
(15) any restrictive covenants or other material terms relating to the
offered debt securities, which covenants and terms shall not be inconsistent
with the provisions of this Indenture;


	
 

	
 


	
 

	
          
(16) whether the Securities of the series shall be issued in whole or in part
in the form of a Global Security or Securities; the terms and conditions, if
any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Securities; and the Depositary for such
Global Security or Securities;


	
 

	
 


	
 

	
          
(17) any listing of such Securities on any securities exchange;


	
 

	
 


	
 

	
          
(18) additional or alternative provisions, if any, related to defeasance and
discharge of the offered debt securities;


	
 

	
 


	
 

	
          
(19) the applicability of any additional guarantees;


	
 

	
 


	
 

	
          
(20) if convertible or exchangeable for other securities, the terms on which
such Securities are convertible or exchangeable, including the initial
conversion or 




15









	
 

	
 


	
 

	
exchange
price, the conversion or exchange period, any events requiring an adjustment
of the applicable conversion or exchange price and any requirements relating
to the reservation of securities for purposes of conversion in the case of
convertible securities;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          
(22) each initial Place of Payment; and


	
 

	
 


	
 

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





          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto.


          If
any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the Securities of any series.


          Section
3.02. Denominations. The
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.


          Section
3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf
of the Company by any two of the following individuals: any member of its Board
of Directors, its president, treasurer, any of its corporate secretaries,
assistant secretary or any of its vice presidents. The signature of any of these individuals on the Securities may
be manual, facsimile or electronic (including “.pdf” format).


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


          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 the Trustee, in
accordance with the Company Order, shall authenticate and deliver such
Securities. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, or by one or more
indentures supplemental hereto as provided by Section 9.01, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such 


16





Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating,


                    (a)
that such form has been established in conformity with the provisions of this
Indenture;


                    
(b) that such terms have been established in conformity with the provisions of
this Indenture;


                    
(c) that such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations
of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of
general applicability relating to or affecting the enforcement of creditors’
rights and to general equity principles;


                    
(d) that all laws and requirements in respect of the execution and delivery by
the Company of the Securities have been complied with; and


                    
(e) the items set forth in Section 1.02 hereof and such other matters as the
Trustee may reasonably request.


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


          Each
Security shall be dated the date of its authentication unless otherwise
provided by the terms established and contemplated by Section 3.01.


          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 the form provided for herein executed by the
Trustee by manual signature, 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.
Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.


          If
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender
of the temporary Securities of such series 


17





at the office
or agency of the Company in a Place of Payment for that series, without charge
to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series 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. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


          Section
3.05. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at one of
its offices or agencies maintained pursuant to Section 10.02 or at the office
of the Security Registrar a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the “Security Register”) in
which, subject to Section 2.03 and to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee
initially is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided. The Company may act as Security Registrar
and may change or appoint a Security Registrar without prior notice to Holders
or to the Trustee.


          Subject
to Section 2.03, upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.


          Subject
to Section 2.03, at the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


          Subject
to Section 2.03, 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 upon such registration of transfer or exchange.


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


          No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 2.03, 3.04, 9.06 or 12.07 not involving any transfer.


18





          The
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption (under Section 12.03) and
ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.


          Each
Holder of a Security agrees to indemnify the Company, the Guarantor 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 law.


          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 (including any transfers between or among depositary participants or
beneficial owners of interests in any Global 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.


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


          Section
3.06. Mutilated, Destroyed, Lost and Stolen Securities. If there shall be delivered to the Company
and the Trustee (i)(A) any mutilated Security or (B) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to hold each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for such mutilated Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


          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 such Security.


          Upon
the issuance of any new Security under this Section 3.06, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee, which shall include any attorney’s fees
and expenses) connected therewith.


          Every
new Security of any series issued pursuant to this Section 3.06 in lieu of any
destroyed, lost or stolen Security or in exchange for such mutilated Security,
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled 


19





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


          The
provisions of this Section 3.06 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
3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


          Any
interest on any Security of any series which 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 Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


	
 

	
 


	
 

	
          (1)
The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


	
 

	
 


	
 

	
          
(2) The Company may make payment of any Defaulted Interest on the Securities
of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which 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 




20









	
 

	
 


	
 

	
Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.





          Subject
to the foregoing provisions of this Section 3.07, each Security lawfully
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


          Section
3.08. Persons Deemed Owners.
Subject to Section 2.03, the Company, the Guarantor, the Trustee and any
agent of the Company, the Guarantor or the Trustee may treat the Person in
whose name such 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 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Company,
the Guarantor, the Trustee or any agent of the Company, the Guarantor or the
Trustee shall be affected by notice to the contrary.


          Section
3.09. Cancellation. All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 3.09, except as expressly permitted by
this Indenture. The Trustee shall
dispose of cancelled Securities in accordance with its customary procedures and
deliver evidence of such destruction, at the request of, and at the expense of,
the Company.


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


          Section
3.11. CUSIP Numbers. The Company
in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the 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”
numbers.


ARTICLE IV



SATISFACTION AND DISCHARGE


          Section
4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities (except as to (i) any surviving
rights of registration of transfer or exchange of Securities herein expressly 


21





provided for,
(ii) rights hereunder of Holders to receive payments of principal of, and
premium, if any, and interest on, Securities, and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee, (iii) remaining obligations of the
Company to make Mandatory Sinking Fund Payments and (iv) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of
Securities, when:


	
 

	
 

	
 

	
 


	
 

	
(1) either


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
all
Securities of such series theretofore authenticated and delivered (other than
(i) Securities of such series which have been mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and
(ii) Securities of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided
in Section 10.03) have been delivered to the Trustee for cancellation; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
all such
Securities not theretofore delivered to the Trustee for cancellation


	
 

	
 

	
 

	
 


	
 

	
 

	
          (i)
have become due and payable,


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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








	
 

	
 


	
 

	
and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust (i) money in dollars in
an amount (or if the Securities are denominated in any currency other than
dollars, an amount of the applicable currency), (ii) U.S. Government
Obligations which 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 referred to in this subparagraph, money in
an amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized investment banking firm or firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest to the date of such deposit
(in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


	
 

	
 


	
 

	
          (2)
if all series of Securities are being discharged, the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and




22









	
 

	
 


	
 

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





          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, and, if money shall have been
deposited with the Trustee pursuant to Subclause (1)(b) of this Section 4.01,
the obligations of the Trustee under Section 4.02 and the next to last
paragraph of Section 10.03, shall survive.


          Section
4.02. Application of Trust Funds; Indemnification. (a) Subject to the provisions of the next to
last paragraph of Section 10.03, all money and U.S. Government Obligations
deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 and all money
received by the Trustee in respect of U.S. Government Obligations deposited
with the Trustee pursuant to Section 4.01, 4.03 or 4.04 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with or received by the Trustee or to make
Mandatory Sinking Fund Payments or analogous payments as contemplated by
Section 4.03 or 4.04, but such money need not be segregated from other funds
except to the extent required by law.


                    (b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 4.01, 4.03 or 4.04, or the interest and principal
received in respect of such obligations other than any payable by or on behalf
of Holders.


                    
(c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request, any U.S. Government Obligations or money held by it as
provided in Section 4.01, 4.03 or 4.04 which, in the opinion of a nationally
recognized investment banking firm or firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such obligations or money were
deposited or received.


          Section
4.03. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities on the 91st day after the
date of the deposit referred to in subparagraph (d) of this Section 4.03, and
the provisions of this Indenture, as it relates to such Outstanding Securities,
shall no longer be in effect (and the Trustee, at the expense of the Company,
shall at Company Request, execute proper instruments acknowledging the same),
except as to:


                    (a)
the rights of Holders of Securities to receive, from the trust funds described
in subparagraph (d) hereof, (i) payment of the principal of (and premium, if
any) and each installment of principal of (and premium, if any) or interest on
the Outstanding Securities on the Stated Maturity of such principal or
installment of principal or interest and (ii) the benefit of any Mandatory
Sinking Fund Payments applicable to the Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
the Securities;


23





                    
(b) the Company’s obligations with respect to such Securities under Sections
3.05, 3.06, 10.02 and 10.03; and


                    
(c) the obligations of the Company to the Trustee under Section 6.07; 


provided that the following conditions shall
have been satisfied:


                    
(d) the Company has or caused to be irrevocably deposited (except as provided
in Section 4.02) 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, (i) money in dollars in an amount (or if the Securities are
denominated in any currency other than dollars, an amount of the applicable
currency), (ii) U.S. Government Obligations which 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 referred to
in clause (A) or (B) of this subparagraph, money in an amount, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized
investment banking firm or firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of (and premium, if any) and each installment
of principal of (and premium, if any) and interest on the Outstanding
Securities on the Stated Maturity of such principal or installment of principal
or interest or on the applicable Redemption Date and (B) any Mandatory Sinking
Fund Payments applicable to the Securities on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of the
Securities;


                    
(e) such deposit shall not cause the Trustee with respect to the Securities to
have a conflicting interest for purposes of the Trust Indenture Act with
respect to the Securities;


                    
(f) such deposit will not result in a breach or violation of, or constitute a
default under, any applicable laws, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;


                    
(g) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to the Securities shall have occurred
and be continuing on the date of such deposit or during the period ending on
the 91st day after such date;


                    
(h) the Company has delivered to the Trustee an Officers’ Certificate as to
solvency and the absence of any intent of preferring the Holders over any other
creditors of the Company; and


                    
(i) if the deposit referred to in subparagraph (d) of this Section 4.03 is to
be made on or prior to one year from the Stated Maturity for payment of
principal of the Outstanding Securities, the Company has delivered to the Trustee
an Opinion of Counsel with no material qualifications, or a favorable ruling of
the Internal Revenue Service, in either case to the effect that Holders of the
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred.


24





          Section
4.04. Defeasance of Certain Obligations. If this Section 4.04 is specified to be applicable to Securities
of any series, the Company and the
Guarantor may omit to comply with any term, provision or condition set forth in
the sections of this Indenture or such Security with respect to the Securities
of that series (“Covenant Defeasance”) if:


	
 

	
 


	
 

	
          (1)
with reference to this Section 4.04, the Company has deposited or caused to
be irrevocably deposited 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 that series, (i) money in dollars in an
amount (or if the Securities are denominated in any currency other than
dollars, an amount of the applicable currency), or (ii) U.S. Government
Obligations which 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 referred to in clause (A) or (B) of this
subparagraph money in an amount, or (iii) a combination thereof, sufficient,
in the opinion of a nationally recognized investment banking firm or firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (A) the principal of
(and premium, if any) and each installment of principal (and premium, if any)
and interest on the Outstanding Securities of that series on the Stated
Maturity of such principal or installment of principal or interest and (B)
any Mandatory Sinking Fund Payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such
Securities;


	
 

	
 


	
 

	
          (2)
such deposit shall not cause the Trustee with respect to the Securities of
that series to have a conflicting interest for purposes of the Trust
Indenture Act with respect to the Securities of any series;


	
 

	
 


	
 

	
          
(3) such deposit will not result in a breach or violation of, or constitute a
default under, this Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound;


	
 

	
 


	
 

	
          
(4) the Company has delivered to the Trustee an Officers’ Certificate as to
solvency and the absence of any intent of preferring the Holders over any
other creditors of the Company;


	
 

	
 


	
 

	
          
(5) if the deposit referred to in subparagraph (1) of this Section 4.04 is to
be made on or prior to one year from the Stated Maturity for payment of
principal of the Outstanding Securities, the Company has delivered to the
Trustee an Opinion of Counsel with no material qualifications, or a favorable
ruling of the Internal Revenue Service, in either case to the effect that
Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred; and




25









	
 

	
 


	
 

	
          
(6) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the defeasance contemplated by this Section 4.04
have been complied with.





          In
the event the Company effects Covenant Defeasance with respect to any
Securities and such Securities are declared due and payable because of the
occurrence of any Event of Default, other than an Event of Default with respect
to any covenant as to which there has been Covenant Defeasance, the U.S.
Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on such Securities at the time of the Stated Maturity but may not
be sufficient to pay amounts due on such Securities at the time of the
acceleration resulting from such Event of Default.


ARTICLE V



REMEDIES


          Section
5.01. Events of Default.


          
“Event of Default” (except as otherwise specified or contemplated by
Section 3.01 for Securities of any series) wherever used herein with respect to
Securities of any series, means any one of the following events:


	
 

	
 


	
 

	
          
(1) default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period
of 60 days; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          
(5) the entry by a court having jurisdiction in the premises of (A) a decree
or order for relief in respect of the Company or the Guarantor in an
involuntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company or the Guarantor as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or the Guarantor under any 




26









	
 

	
 


	
 

	
applicable
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or the Guarantor or of
any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days;


	
 

	
 


	
 

	
          
(6) the commencement by the Company or the Guarantor of a voluntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company or the Guarantor, as the case may be, in
an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any
applicable law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or the
Guarantor of any substantial part of its property, 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 and its
willingness to have a case commenced against it or to seek an order for
relief under any applicable bankruptcy, insolvency or other similar law or
the taking of corporate action by the Company or the Guarantor in furtherance
of any such action; 


	
 

	
 


	
 

	
          
(7) the Guarantee being declared null and void in a judicial proceeding or
ceasing to be in full force and effect, or the Guarantor denying or
disaffirming its obligations under this Indenture or the Guarantee other than
by reason of the termination of this Indenture of the release of such
Guarantee in accordance with this Indenture; or 


	
 

	
 


	
 

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





          Section
5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event
of Default resulting from bankruptcy, insolvency or reorganization) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (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 all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable.


          In
the case of an Event of Default resulting from bankruptcy, insolvency or
reorganization, which occurs and is continuing with respect to Securities of
any series at the time Outstanding, then all unpaid principal of and accrued
interest on all such Outstanding Securities of that series shall become
immediately due and payable without any notice or other action on the part of
the Trustee or the Holders of any Securities of such series.


27





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


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
all overdue
interest (including Defaulted Interest) on all Securities of that series,


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
to the
extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
all sums
paid or advanced by the Trustee and any predecessor Trustee hereunder and all
sums due the Trustee and any predecessor Trustee under Section 6.07; and


	
 

	
 

	
 

	
 


	
 

	
          
(2) all Events 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 5.13.





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


          Section
5.03. Collection of Indebtedness and Suits For Enforcement By Trustee. The Company covenants that if


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          
(2) default is made in the payment of the principal of (or premium, if any,
on) any Security at the Maturity thereof,





the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue principal
(and premium, if any) and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further 


28





amount as
shall be sufficient to cover the costs and expenses of collection, including
all amounts due the Trustee and any predecessor Trustee under Section 6.07.


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


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


          Section
5.04. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered by intervention in such proceeding or otherwise:


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


          Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, 


29





adjustment or
composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


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


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


	
 

	
 


	
 

	
          FIRST:
To the payment of all amounts due the Trustee (including its agents and
counsel) and each predecessor Trustee hereunder;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          THIRD:
To the Company or the Guarantor, as applicable.





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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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




30









	
 

	
 


	
 

	
          
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series; it being understood and
intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders (it being further understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders), or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.





          Section
5.08. Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 3.07) interest on such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


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


          Section
5.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


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


          Section
5.12. Control by Holders. The
Holders of a majority in principal amount of the Outstanding Securities of any
series (or if more than one series is affected thereby, of all series so
affected, voting as a single class) shall have the right to direct the time,
method and 


31





place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:


	
 

	
 


	
 

	
          
(1) such direction shall not be in conflict with any rule of law or with this
Indenture, expose the Trustee to personal liability or be unduly prejudicial
to Holders not joining therein, and


	
 

	
 


	
 

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





          Nothing
in this Indenture shall impair the right of the Trustee to take any other
action which is not inconsistent with such direction.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


          Section
5.14. Undertaking for Costs. All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees
and expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.14 shall not apply to any suit instituted
by the Company or the Guarantor, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Securities on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on or after the Redemption Date). This Section 5.14 shall be in lieu of Section 315(e) of the Trust
Indenture Act and such Section 315(e) is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act.


32





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


ARTICLE VI



THE TRUSTEE


          Section
6.01. Certain Duties and Responsibilities.


                    (a)
Except during the continuance of an Event of Default with respect to the
Securities of any series,


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          
(2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Indenture.





                    (b)
In case an Event of Default has occurred with respect to Securities of any
series and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series of
Securities, and 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
his or her own affairs.


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


	
 

	
 


	
 

	
          (1)
this subsection shall not be construed to limit the effect of Subsection (a)
of this Section 6.01;


	
 

	
 


	
 

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




33









	
 

	
 


	
 

	
          (3)
the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of
any series, determined as provided in Section 5.12 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and


	
 

	
 


	
 

	
          (4)
no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any 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 6.01.


          Section
6.02. Notice of Defaults. Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 5.01(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of this Section 6.02, the
term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.


          Section
6.03. Certain Rights of Trustee.
Subject to the provisions of Section 6.01:


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


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


                    (c)
whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action 


34






hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, conclusively rely upon an Officers’
Certificate;


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


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


                    (f)
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney and
shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation;


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


                    (h)
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;


                    (i)
the Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture;


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


                    (k)
the Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any 


35





person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded;


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


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


                    (n)
the Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture. 


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


          Section
6.05. May Hold Securities. The
Trustee, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.12, may otherwise
deal with, and collect obligations owed to it by, the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such other agent.


          Section
6.06. Money Held in Trust. Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company. 


          Section
6.07. Compensation, Reimbursement and Indemnification. The Company agrees:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


36









	
  

 	
  

 
	
  

 	
           (3)
 to indemnify each of the Trustee and any predecessor Trustee for, and to hold
 it harmless against, any loss, liability or expense, arising out of or in
 connection with the acceptance or administration of the trust or trusts
 hereunder and the performance of its duties hereunder, including the costs
 and expenses of defending itself against any claim (whether asserted by the
 Company, the Guarantor, a Holder or any other Person) or liability in
 connection with the exercise or performance of any of its powers or duties
 hereunder, except to the extent any such loss, liability or expense is due to
 its own negligence or bad faith.

 



          To
ensure the performance of the obligations of the Company hereunder, the Trustee
shall have a senior claim to which the Securities are hereby made subordinate
upon all property and funds held or collected by the Trustee as such, except
property and funds held in trust for the payment of principal of, premium, if
any, or interest on particular Securities.


          When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01, the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal or
state bankruptcy, insolvency or other similar law.


          The
provisions of this Section 6.07 shall survive the termination of this
Indenture.


          Section
6.08. Disqualification; Conflicting Interests. The Trustee shall comply with the terms of Section 3.10(b) of the
Trust Indenture Act.


          Section
6.09. Corporate Trustee Required; Eligibility. There shall at all times
be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate
trust powers having (or, in the case of the subsidiary of a bank holding
company that guarantees the obligations of the Trustee under this Indenture, such
holding company’s parent shall have) a combined capital and surplus of at least
$50,000,000 subject to supervision or examination by federal or state
authority. If such corporation or holding company parent publishes reports of
condition at least annually, pursuant to law or the requirements of said
supervising or examining authority, then for the purposes of this Section 6.09,
the combined capital and surplus of such corporation or holding company parent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.09, it shall
resign immediately in the manner and with the effect hereinafter specified in
this article.


          Section
6.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.


                    (b)
The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within


37





30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the first sentence of this
subsection may be combined with the instrument called for by Section 6.11.


                    (c)
The Trustee, upon 30 days’ notice, may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee
and to the Company.


                    (d)
If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


                    (e)
If at any time:


	
  

 	
  

 
	
  

 	
           (1)
 the Trustee shall fail to comply with Section 6.08 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, 

 
	
  

 	
  

 
	
  

 	
           (2)
 the Trustee shall cease to be eligible under Section 6.09 and shall fail to
 resign after written request therefor by the Company or by any such Holder,
 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, upon 30 day’s notice, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) subject to Section
5.14, any Holder 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.


                    (f)
The Company also may remove the Trustee with or without cause if the Company so
notifies the Trustee 30 days in advance and if no Default occurs or is
continuing during the 30-day period.


                    (g)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the


38





Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


                    (h)
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office. The Trustee shall have no liability or responsibility for the
actions or inaction of any successor Trustee.


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


                    (b)
In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Guarantor, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each


39





such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall, at the
expense of the Company, duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


                    (c)
Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section 6.11, as the case may be.


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


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


          Section
6.13. Preferential Collection of Claims Against Company or Guarantor. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities) or the Guarantor, the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor) or the Guarantor. A trustee who
has resigned or been removed shall be subject to the Trust Indenture Act
Section 311(a) to the extent provided therein.


ARTICLE VII


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


          Section
7.01. Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee and Security
Registrar (if not the Trustee) with respect to the Securities of each series


40





                    (a)
semi-annually, not more than 15 days after each Regular Record Date, or, in the
case of any series of Securities on which semi-annual interest is not payable,
not more than fifteen days after such semi-annual dates as may be specified by
the Trustee, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date or such
semi-annual date, as the case may be, and


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


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


          Section
7.02. Preservation of Information; Communications to Holders.


                    (a)
The Security Registrar shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished by the Company as provided in Section 7.01. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.


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


	
  

 	
  

 
	
  

 	
           (i)
 afford such applicants access to the information preserved at the time by the
 Trustee in accordance with Section 7.02(a), or

 
	
  

 	
  

 
	
  

 	
           (ii)
 inform such applicants as to the approximate number of Holders whose names
 and addresses appear in the information preserved at the time by the Trustee
 in accordance with Section 7.02(a), and as to the approximate cost of mailing
 to such Holders the form of proxy or other communication, if any, specified
 in such application.

 



          If
the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment by such requesting Holders, or provision for the payment,
of the reasonable expenses of mailing, unless within five days after such
tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable law.
Such written statement shall


41





specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.


                    (c)
Every Holder of Securities, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that none of the Company, the Guarantor,
the Trustee or any agent thereof shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section
7.02(b).


                    (d)
Subject to Sections 7.02(a), 7.02(b), 7.02(c) and 6.01, if the Company or any
other person (other than the Trustee) shall desire to communicate with Holders
of Securities to solicit or obtain from them any proxy, consent, authorization,
waiver, approval of a plan of reorganization, arrangement or readjustment or
other action (“Holder Action”), the Trustee shall have no duty to
participate in such communication or solicitation or the processing of
responses in any manner except (i) to furnish the rules and regulations and to
perform the functions referred to in Section 1.04 and (ii) to receive (A) the
instruments evidencing the Holder Action together with (B) the Officers’ Certificate
and Opinion of Counsel referred to below. The Company hereby covenants that any
and all communications and solicitations distributed by it in connection with
any Holder Action will comply in all material respects with applicable law,
including, without limitation, applicable law concerning adequacy of
disclosure. The Trustee shall have no responsibility for the accuracy or
completeness of any materials circulated to solicit any Holder Action or for
any related communications or for the compliance thereof with applicable law.
No Holder Action shall become effective until the Trustee shall have received
from the Company or other person who solicited the Holder Action the
instruments evidencing such Holder Action (x) (in the case of Holder Action solicited
by the Company or the representative of the Company’s estate if the Company is
the debtor in any bankruptcy or other insolvency proceeding) an Officers’
Certificate and (y) (in all cases) an Opinion of Counsel, each specifying the
Holder Action taken and stating that such Holder Action has been duly and
validly taken in compliance with this Indenture in all material respects. Such
Officers’ Certificate, if any, shall also certify that (after giving effect to
such Holder Action) no Event of Default or event or condition which, with
notice or lapse of time or both, would become an Event of Default has occurred
and is continuing or has not been waived.


                    (e)
The Depositary may grant proxies and otherwise authorize its participants which
own the Global Securities to give or take any Act which a Holder is entitled to
take under this Indenture; provided, however, that the Depositary
has delivered a list of such participants to the Trustee.


          Section
7.03. Reports by Trustee.


42





                    (a)
Within 60 days after September 30 of each year commencing with the first
September 30 following the date of this Indenture, the Trustee shall transmit
by mail to all Holders, as their names and addresses appear in the Security
Register, a brief report dated as of such September 30, to the extent required
by Section 3.13(a) of the Trust Indenture Act.


                    (b)
The Trustee shall comply with Sections 3.13(b) and 3.13(c) of the Trust
Indenture Act.


                    (c)
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with the Commission and with the Company. The Company
will promptly notify the Trustee in writing when any Securities are listed on
any stock exchange, or of any delisting thereof.


          Section
7.04. Reports.


          The
Company shall:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          For
so long as the Guarantor remains a guarantor under this Indenture, or if at any
time any other direct or indirect parent company of the Company is a guarantor
of the Securities, the reports, information and other documents required to be
filed and furnished pursuant to this Section 7.04 may, at the option of the
Company, be filed by and be those of the Guarantor or such other parent, as
applicable, rather than the Company.


          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


43





Company’s or
the Guarantor’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


ARTICLE VIII


SUCCESSOR CORPORATION


          Section
8.01. When Company or Guarantor May Merge or Transfer Assets. (a) The
Company shall not (1) consolidate with or merge with or into any other Person
(other than the Guarantor) or convey, transfer, sell or lease its properties
and assets substantially as an entirety to any Person (other than the
Guarantor), (2) permit any Person (other than the Guarantor) to consolidate
with or merge into the Company, or (3) permit any Person (other than the
Guarantor) to convey, transfer, sell or lease that Person’s properties and
assets substantially as an entirety to the Company, unless:


	
  

 	
  

 
	
  

 	
           (i)
 in the case of (1) and (2) above, either (x) the Company shall be the
 surviving person or (y) the Person (if other than the Company) formed by such
 consolidation or into which the Company is merged or the Person which
 acquires by conveyance, transfer or lease the properties and assets of the
 Company substantially as an entirety is an entity organized and existing
 under the laws of the United States of America (including any State thereof
 or the District of Columbia), the United Kingdom, Ireland, the Cayman
 Islands, Bermuda or any country which is a member of the Organisation for
 Economic Co-operation and Development or the European Union and shall
 expressly assume, by an indenture supplemental hereto, executed and delivered
 to the Trustee in form reasonably satisfactory to the Trustee, all of the
 obligations of the Company under the Securities and this Indenture;

 
	
  

 	
  

 
	
  

 	
           (ii)
 immediately after giving effect to such transaction, no Event of Default, and
 no event that, after notice or lapse of time or both, would become an Event
 of Default, shall have occurred and be continuing; and

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Company shall have delivered to the Trustee an Officers’ Certificate
 stating that such consolidation, merger, conveyance, transfer, sale or lease
 and, if a supplemental indenture is required in connection with such
 transaction, such supplemental indenture, comply with this Section 8.01 and
 that all conditions precedent herein provided for relating to such
 transaction have been satisfied.

 



                    (b)
The Guarantor shall not (1) consolidate with or merge with or into any other
Person (other than the Company) or convey, transfer, sell or lease its
properties and assets substantially as an entirety to any Person (other than
the Company), (2) permit any Person (other than the Company) to consolidate
with or merge into the Guarantor, or (3) permit any Person to convey, transfer,
sell or lease that Person’s properties and assets substantially as an entirety
to the Guarantor, unless:


44









	
  

 	
  

 
	
  

 	
           (i)
 in the case of (1) and (2) above, either (x) the Guarantor shall be the
 surviving person or (y) the Person (if other than the Guarantor) formed by
 such consolidation or into which the Guarantor is merged or the Person which
 acquires by conveyance, transfer or lease the properties and assets of the
 Guarantor substantially as an entirety is an entity organized and existing
 under the laws of the United States of America (including any State thereof
 or the District of Columbia), the United Kingdom, Ireland, the Cayman
 Islands, Bermuda or any country which is a member of the Organisation for
 Economic Co-operation and Development or the European Union and shall
 expressly assume, by an indenture supplemental hereto, executed and delivered
 to the Trustee in form reasonably satisfactory to the Trustee, all of the
 obligations of the Guarantor under the Securities and this Indenture;

 
	
  

 	
  

 
	
  

 	
           (ii)
 immediately after giving effect to such transaction, no Event of Default, and
 no event that, after notice or lapse of time or both, would become an Event
 of Default, shall have occurred and be continuing; and

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Guarantor shall have delivered to the Trustee an Officers’ Certificate
 stating that such consolidation, merger, conveyance, transfer, sale or lease
 and, if a supplemental indenture is required in connection with such
 transaction, such supplemental indenture, comply with this Section 8.01 and
 that all conditions precedent herein provided for relating to such
 transaction have been satisfied.

 



                    (c)
The successor Person formed by such consolidation or into which the Company or
the Guarantor is merged or the successor Person to which such conveyance,
transfer, sale or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company or the Guarantor, as the
case may be, under this Indenture with the same effect as if such successor had
been named as the Company or Guarantor, respectively, herein; and thereafter,
the Company or the Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.03, the Company, the Guarantor, the Trustee and the successor Person
shall enter into a supplemental indenture to evidence the succession and
substitution of such successor Person and such discharge and release of the
Company or the Guarantor. 


ARTICLE IX


AMENDMENTS & SUPPLEMENTAL INDENTURES


          Section
9.01. Amendments or Supplemental Indentures Without Consent of Holders.
The Company and the Guarantor, when authorized by Board Resolutions, and the
Trustee, at any time and from time to time, may amend or supplement this
Indenture or the Securities or waive any provision of this Indenture or the
Securities without the consent of any Holder, so long as such changes or
waivers, other than those in clause (2), do not materially and adversely affect
the interests of the Holder:


	
  

 	
  

 
	
  

 	
           (1)
 to cure any ambiguity, omission, defect or inconsistency;

 


45









	
  

 	
  

 
	
  

 	
           (2)
 to make any modifications or amendments that do not, in the good faith
 opinion of the Company’s or the Guarantor’s Board of Directors and the
 Trustee, adversely affect the interests of the Holders in any material
 respect, provided that any amendment or supplement conforming this
 Indenture, as applied to a series of Securities, to the terms described in the
 prospectus (including any prospectus supplement) pursuant to which the
 Securities were initially sold shall be deemed not to adversely affect the
 interest of Holders; 

 
	
  

 	
  

 
	
  

 	
           (3)
 to provide for the assumption of the Company’s or the Guarantor’s obligations
 under this Indenture by a successor upon any merger, consolidation or asset
 transfer as permitted by and in compliance with Article VIII of this
 Indenture;

 
	
  

 	
  

 
	
  

 	
           (4)
 to provide any security for or additional guarantees of the Securities;

 
	
  

 	
  

 
	
  

 	
           (5)
 to add Events of Default with respect to the Securities; 

 
	
  

 	
  

 
	
  

 	
           (6)
 to add covenants for the benefit of the Holders or to surrender any right or
 power conferred upon the Company or the Guarantor by this Indenture;

 
	
  

 	
  

 
	
  

 	
           (7)
 to make any change necessary to comply with the Trust Indenture Act, or any
 amendment thereto, or to comply with any requirement of the Commission in
 connection with the qualification of this Indenture under the Trust Indenture
 Act; 

 
	
  

 	
  

 
	
  

 	
           (8)
 to provide for uncertificated Securities in addition to or in place of
 certificated Securities or to provide for bearer Securities; 

 
	
  

 	
  

 
	
  

 	
           (9)
 to add to or change any of the provisions of this Indenture to such extent as
 shall be necessary to permit or facilitate the issuance of Securities in
 bearer form, registrable or not registrable as to principal, and with or
 without interest coupons;

 
	
  

 	
  

 
	
  

 	
           (10)
 to change or eliminate any of the provisions of this Indenture, provided,
 however, that any such change or elimination shall become effective
 only when there is no Security Outstanding of any series created prior to the
 execution of such supplemental indenture which is entitled to the benefit of
 such provision; 

 
	
  

 	
  

 
	
  

 	
           (11)
 to establish the form or terms of Securities of any series as permitted by
 Sections 2.01 and 3.01; or

 
	
  

 	
  

 
	
  

 	
           (12)
 to evidence and provide for the acceptance of appointment hereunder by a
 successor Trustee with respect to the Securities of one or more series and to
 add to or change any of the provisions of this Indenture as shall be
 necessary to provide for or facilitate the administration of the trusts
 hereunder by more than one Trustee, pursuant to the requirements of Section
 6.11(b).

 



          Section
9.02. Amendments or Supplemental Indentures with Consent of Holders.
With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series affected by such amendment or supplement (taken together as one class),
the Company and the Guarantor, when authorized by a Board


46





Resolution,
and the Trustee, at any time and from time to time, may amend or supplement
this Indenture or the Securities. However, without the consent of each Holder
affected, an amendment of or a supplement to this Indenture or the Securities
may not:


	
  

 	
  

 
	
  

 	
           (1)
 change the Stated Maturity of the principal of, or premium, if any, or any
 installment of interest with respect to the Securities;

 
	
  

 	
  

 
	
  

 	
           (2)
 reduce the principal amount of, or the rate of interest on, or any premium
 payable upon the redemption of, the Securities;

 
	
  

 	
  

 
	
  

 	
           (3)
 change the currency of payment of principal of or interest on the Securities;

 
	
  

 	
  

 
	
  

 	
           (4)
 change the redemption provisions, if any, of any Securities in any manner
 adverse to the Holders of such Securities;

 
	
  

 	
  

 
	
  

 	
           (5)
 impair the right to institute suit for the enforcement of any payment on or
 with respect to the Securities;

 
	
  

 	
  

 
	
  

 	
           (6)
 reduce the above-stated percentage of Holders of the Securities of any series
 necessary to modify or amend this Indenture;

 
	
  

 	
  

 
	
  

 	
           (7)
 if the Securities are convertible or exchangeable, adversely affect the right
 to convert or exchange the Securities in accordance with the provisions of
 this Indenture;

 
	
  

 	
  

 
	
  

 	
           (8)
 release the Guarantor from any of its obligations under the Guarantee, except
 in accordance with the terms of this Indenture;

 
	
  

 	
  

 
	
  

 	
           (9)
 modify or change any provision of this Indenture or the related definitions
 affecting the ranking of the Securities or the Guarantee in any manner which
 adversely affects the Holders; or

 
	
  

 	
  

 
	
  

 	
           (10)
 modify the foregoing requirements or reduce the percentage of Outstanding
 Securities necessary to waive any covenant or past default.

 



          It
shall not be necessary for any Act of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or supplemental
indenture, but it shall be sufficient if such Act approves the substance
thereof.


          After
an amendment or supplemental indenture under this Section 9.02 becomes
effective, the Company shall mail to each Holder a notice briefly describing
the amendment or supplemental indenture.


          An
amendment or supplemental indenture which changes or eliminates any covenant or
other 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.


47





          Section
9.03. Execution of Supplemental Indentures. The Trustee shall sign any
supplemental indenture authorized pursuant to this article if the amendment
contained therein does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign such
supplemental indenture. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture and that this Indenture as amended by such supplemental indenture is
the valid, binding and enforceable obligation of the Company and Guarantor in
accordance with its terms.


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


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


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


ARTICLE X


COVENANTS


          Section
10.01. Payment of Principal, Premium and Interest. The Company covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any) and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture. At the option of the Company, payment of principal (and
premium, if any) and interest may be made by wire transfer or (subject to
collection) by check mailed to the address of the Person entitled thereto at
such address as shall appear in the Security Register.


          Section
10.02. Maintenance of Office or Agency. The Company will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture


48





may be served.
The Company hereby initially appoints the Trustee its office or agency for each
of said purposes. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


          The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


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


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


          The
Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 10.03, that such Paying Agent will:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


49









	
  

 	
  

 
	
  

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

 



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


          Any
money 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 on Company Request, 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 thereof, 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, shall at the expense of the Company cause to be mailed or published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the City, County and State
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
mailing or publication, any unclaimed balance of such money then remaining will
be repaid to the Company.


          The
Company shall have no obligation to make payment of principal of (or premium,
if any) or interest on any Security in immediately available funds, except that
if the Company shall have received original payment for Securities in
immediately available funds it shall make available immediately available funds
for payment of the principal of such Securities.


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


          Section
10.05. Maintenance of Properties. The Company will use its reasonable
efforts to cause all material properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
(subject to wear and tear) and supplied with all necessary material equipment
and will use its reasonable efforts to cause to be made all necessary material
repairs, renewals, replacements, betterments and improvements thereof, all as
in the judgment of the Company may be necessary so that the business carried on
in connection therewith may be properly and advantageously conducted at all
times; provided, however, that


50





nothing in
this Section 10.05 shall prevent the Company from discontinuing the operation
or maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.


          Section
10.06. Statement by Officers as to Default. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating whether or not to the best knowledge of the signers thereof the Company
or the Guarantor are in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture, and if the Company or the
Guarantor shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


          Section
10.07. Waiver of Certain Covenants. The Company and the Guarantor may
omit in any particular instance to comply with any term, provision or condition
set forth in this Article X if, before or after the time for such compliance,
the Holders of at least a majority in principal amount of the Outstanding Securities
(taken together as one class) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition; except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.


          Section
10.08. Calculation of Original Issue Discount. The Company shall file
with the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.


ARTICLE XI


THE GUARANTEE


                    Section
11.01. Unconditional Guarantee.


                    (a)
The Guarantor does hereby fully and unconditionally guarantee to the Holders of
the Securities of each series all payments of principal, premium, if any, and
interest on such Securities when due, in accordance with the provisions of such
series of Securities and this Indenture. 


                    (b)
The Guarantor hereby waives notice of acceptance of the Guarantee and of
default of performance by the Company, and hereby agrees that payment under the
Guarantee shall be subject to no condition other than the giving of a written
request for payment stating the fact of default of performance, in the manner
provided in Section 1.05 of this Indenture. The Guarantee is a guarantee of
payment and not of collection.


51





                    (c)
The obligations of the Guarantor under the Guarantee shall in no way be
impaired by: (i) any extension, amendment, modification or renewal of the
Securities of the relevant series; (ii) any waiver of any Event of Default,
extension of time or failure to enforce any of the provisions of the Securities
of the relevant series or the Indenture; or (iii) any extension, moratorium or
other relief granted to the Company pursuant to any applicable law or statute.


                    (d)
The Guarantor shall be obligated to make payment under the Guarantee, for the
benefit of the Holders of each series of Securities, in the same manner in
which the Company is obligated to make payments on such series of Securities.


                    (e)
Subject to clause (f) below, the Guarantor hereby agrees that:


	
  

 	
  

 
	
  

 	
                     (i)
 each series of Securities will be paid strictly in accordance with the terms
 of such series of Securities and the Indenture, regardless of the value,
 genuineness, validity, regularity or enforceability of such series of
 Securities and the Indenture, and of any law, regulation or order now or
 hereafter in effect in any jurisdiction affecting any of such terms or the
 rights of the Trustee with respect thereto, to the fullest extent permitted by
 law; and

 
	
  

 	
  

 
	
  

 	
                     (ii)
 the liability of the Guarantor to the extent herein set forth shall be
 absolute and unconditional, not subject to any reduction, limitation,
 impairment, termination, defense, offset, counterclaim, or recoupment whatsoever
 (all of which are hereby expressly waived by the Guarantor), whether by
 reason of any claim of any character whatsoever, including, without
 limitation, any claim of waiver, release, surrender, alteration or
 compromise, or by reason of any liability at any time to the Guarantor or
 otherwise, whether based upon any obligations or any other agreement or
 otherwise, and howsoever arising, whether out of action or inaction or
 otherwise and whether resulting from default, willful misconduct, negligence
 or otherwise, and without limiting the foregoing, irrespective of:

 






	
  

 	
  

 
	
  

 	
                     (1)
 any lack of validity or enforceability of any agreement or instrument
 relating to the Securities of the relevant series;

 
	
  

 	
  

 
	
  

 	
                     (2)
 any change in the time, manner or place of payment under, or in any other
 term in respect of, all or any Securities of the relevant series, or any
 other amendment or waiver of or consent to any departure from any other
 agreement relating to such series of Securities;

 
	
  

 	
  

 
	
  

 	
                     (3)
 any increase in, addition to, exchange or release of, or nonperfection of any
 lien on or security interest in, any collateral, or any release or amendment
 or waiver of or consent to any departure from or failure to enforce any other
 guarantee, for all or any Securities of the relevant series;

 
	
  

 	
  

 
	
  

 	
                     (4)
 any other circumstance that might otherwise constitute a defense available
 to, or a discharge of, the Company in respect the Securities of the relevant
 series;

 


52









	
  

 	
  

 
	
  

 	
                     (5)
 the absence of any action on the part of the Trustee to obtain payment under
 the Securities of the relevant series or the Indenture from the Company;

 
	
  

 	
  

 
	
  

 	
                     (6)
 any insolvency, bankruptcy, reorganization or dissolution, or any similar
 proceeding of or in respect of the Company, including, without limitation,
 rejection of the Securities of the relevant series in such bankruptcy; or

 
	
  

 	
  

 
	
  

 	
                     (7)
 the absence of notice or any delay in any action to enforce any provision of
 the Securities of the relevant series or the Indenture or to exercise any
 right or remedy against the Guarantor or the Company, whether under the
 Indenture, the Securities of the relevant series or any agreement or any
 indulgence, compromise or extension granted.

 



                    (f)
Notwithstanding anything to the contrary in the Guarantee, the Guarantor does
not waive any defense that would be available to the Company based on a breach,
default or misrepresentation by the Trustee, or failure of any condition to the
Company’s obligations under the Indenture or the illegality of any provision of
the Indenture.


                    (g)
The Guarantor further agrees that, to the extent that the Company or the
Guarantor makes a payment or payments to the Trustee, which payment or payments
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or repaid to the Company or the Guarantor or their
respective estate, trustee, receiver or any other party under any bankruptcy
laws, state or federal law, common law or equitable cause, then to the extent
of such payment or repayment, the Guarantee and the advances or part thereof
which have been paid, reduced or satisfied by such amount shall be reinstated
and continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred.


                    Section
11.02. Guarantee for the Benefit of the Holders. The Guarantee contained
in this Indenture is entered into by the Guarantor for the benefit of the
Holders from time to time of the Securities. Such provisions shall not be
deemed to create any right, or to be in whole or in part for the benefit, of
any Person other than the Trustee, the Guarantor, the Holders from time to time
of the Securities and their permitted successors and assigns.


                    Section
11.03. Waiver of Subrogation. The Guarantor shall be subrogated to all
rights of the Holders of the Securities and the Trustee against the Company
pursuant to the provisions of the Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
(and premium, if any) or interest on the Securities of the relevant series
issued under the Indenture shall have been paid in full.


                    Section
11.04. No Suspension of Remedies. Nothing contained in this Article XI
shall limit the right of the Trustee or the Holders of the Securities to take
any action pursuant to Article V of this Indenture or to pursue any other
rights or remedies under the Indenture or under applicable law. 


                    Section
11.05. Termination. The Guarantee shall remain in full force and effect
and shall be binding on the Guarantor, its successors and assigns until the
entire principal of and


53





interest and
any premium on the Securities shall have been paid in full or otherwise
discharged in accordance with the provisions of this Indenture. 


ARTICLE XII


REDEMPTION OF SECURITIES


          Section
12.01. Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this article.


          Section
12.02. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In case
of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of Securities of such series to be redeemed,
such notice to be accompanied by a written statement signed by an authorized
officer of the Company stating that no defaults in the payment of interest or
Events of Default with respect to the Securities of that series have occurred
(which have not been waived or cured). In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee an Officers’ Certificate evidencing
compliance with such restriction.


          Section
12.03. Selection by Trustee of Securities to Be Redeemed. If less than
all the Securities of any series are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate, subject to the customary procedures of the Depositary, and
which may provide for the selection or redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.


          The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.


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


          Section
12.04. Notice of Redemption. The Company shall give a notice of
redemption by first-class mail, postage prepaid, mailed not less than 45 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, at his address appearing in the


54





Security
Register. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not such Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to any such Holder in respect of any Security, shall not affect the
validity of the proceedings for the redemption of any other Security.


          All
notices of redemption shall state:


	
  

 	
  

 
	
  

 	
           (1)
 the Redemption Date,

 
	
  

 	
  

 
	
  

 	
           (2)
 the Redemption Price and any accrued interest,

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (4)
 that on the Redemption Date the Redemption Price and any accrued interest
 will become due and payable upon each such Security to be redeemed together
 with accrued interest thereon and, if applicable, that interest thereon will
 cease to accrue on and after said date,

 
	
  

 	
  

 
	
  

 	
           (5)
 the place or places where such Securities are to be surrendered for payment
 of the Redemption Price and any accrued interest,

 
	
  

 	
  

 
	
  

 	
           (6)
 that the redemption is for a sinking fund, if such is the case, and

 
	
  

 	
  

 
	
  

 	
           (7)
 the CUSIP number and, if applicable, the ISIN number, of the Securities being
 redeemed.

 



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


          Section
12.05. Deposit of Redemption Price. On or prior to 10:00 a.m., New York
City time, on any Redemption Date, the Company shall deposit with the Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money, in funds immediately
available on the due date, sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.


          Section
12.06. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified together with accrued interest thereon, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) 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, together with
accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on the Redemption Date shall
be payable to the Holders of such Securities, or one or more


55





Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.


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


          The
Trustee shall not redeem any Securities of any series pursuant to this article
(unless all Outstanding Securities of such series are to be redeemed) or mail
or give any notice of redemption of Securities during the continuance of an
Event of Default hereunder known to the Trustee with respect to such series,
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a
sum sufficient for such redemption. Except as aforesaid, any moneys theretofore
or thereafter received by the Trustee shall, during the continuance of such
Event of Default, be deemed to have been collected under Article V and held for
the payment of all such Securities of such series. In case such Event of
Default shall have been waived as provided in Section 5.13 or the default cured
on or before the sixtieth day preceding the Redemption Date, such moneys shall
thereafter be applied in accordance with the provisions of this article.


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


ARTICLE XIII


SINKING FUNDS


          Section
13.01. Applicability of Article. The provisions of this article shall be
applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.01 for Securities of
such series.


          The
minimum amount of any sinking fund payment provided for by the terms of Securities
of any series is herein referred to as a “Mandatory Sinking Fund Payment,”
and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “Optional Sinking Fund
Payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 13.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.


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          Section
13.02. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted
Optional Sinking Fund Payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided
that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.


          Section
13.03. Redemption of Securities for Sinking Fund. Not less than 60 days
prior to each sinking fund payment date for any series of Securities, the
Company (1) will deliver to the Trustee an Officers’ Certificate (A) stating
that no defaults in the payment of interest or Events of Default with respect
to Securities of that series have occurred (which have not been waived or
cured), (B) specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of Securities of that series, (C) stating
whether or not the Company intends to exercise its right, if any, to make an
Optional Sinking Fund Payment with respect to such series on the next ensuing
sinking fund payment date and, if so, specifying the amount of such Optional
Sinking Fund Payment and (D) specifying the portion of such sinking fund
payment, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 13.02 and (2) will also deliver
to the Trustee any Securities to be so delivered. Not less than 30 days before
each such sinking fund payment date, the Trustee shall select the Securities of
such series to be redeemed upon such sinking fund payment date in the manner
specified in Section 12.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 12.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
12.05, 12.06 and 12.07. Failure of the Company, on or before any such 60th day,
to deliver such Officers’ Certificate and Securities specified in this Section
13.03, if any, shall not constitute a default but shall constitute, on and as
of such date, the irrevocable election of the Company (a) that the Mandatory
Sinking Fund Payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (b) that the Company
will make no Optional Sinking Fund Payment with respect to Securities of such
series as provided in this article.


          The
Trustee shall not redeem or cause to be redeemed any Security 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 such Securities or of any Event of Default with respect
to such series except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received
from the Company a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when 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
deemed to have been collected under Article V and held for the payment of all
such


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Securities of
such series. In case such Event of Default shall have been waived as provided
in Section 5.13 or the default cured on or before the 60th day preceding the
sinking fund payment date, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section 13.03 to
the redemption of such Securities.


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


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          IN WITNESS
WHEREOF, each party hereto has executed this Indenture as of the day and year
first before written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 XL GROUP
 LTD.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ SIMON D. RICH

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:  Simon
 D. Rich

 	
  

 
	
  

 	
  

 	
 Title:    Director

 	
  

 


59









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SIGNED AND
 DELIVERED AS A DEED FOR AND ON BEHALF OF 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 XL GROUP PLC

 
	
  

 	
 as Guarantor

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BY ITS
 LAWFULLY APPOINTED ATTORNEY

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
      /s/ SIMON D. RICH

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
 Name:

 	
 Simon D. Rich

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice
 President & Global Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IN THE
 PRESENCE OF

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Witness

 
	
  

 	
  

 
	
  

 	
      /s/ ROBERT HAWLEY

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Robert
 Hawley

 	
  

 
	
  

 	
 Address:

 	
 XL House

 	
  

 
	
  

 	
  

 	
 One
 Bermudiana Road

 	
  

 
	
  

 	
  

 	
 Hamilton HM
 08, Bermuda

 	
  

 


60









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION,

 
	
  

 	
 as Trustee

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ RAYMOND DELLI COLLI

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:  Raymond
 Delli Colli

 	
  

 
	
  

 	
  

 	
 Title:    Vice
 President

 	
  

 



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