Exhibit 4.7


 


CORNELL COMPANIES, INC.


 


AND


 


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


 


TRUSTEE


 


INDENTURE


 


DATED AS OF
                 ,
2008


 


SENIOR DEBT SECURITIES


 

















 


CORNELL
COMPANIES, INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939,

AS AMENDED, AND INDENTURE, DATED AS OF
                 ,
2008


 


	
  TRUST INDENTURE ACT SECTION

  	
   

  	
  INDENTURE SECTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 310(a)(1)

  	
   

  	
  6.9

  	
   

  
	
  (a)(2)

  	
   

  	
  6.9

  	
   

  
	
  (a)(3)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (a)(4)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (a)(5)

  	
   

  	
  6.9

  	
   

  
	
  (b)

  	
   

  	
  6.8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 311

  	
   

  	
  6.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 312(a)

  	
   

  	
  7.1,
  7.2(a

  	
  )

  
	
  (b)

  	
   

  	
  7.2
  (b

  	
  )

  
	
  (c)

  	
   

  	
  7.2
  (c

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 313(a)

  	
   

  	
  7.3

  	
   

  
	
  (b)

  	
   

  	
  *

  	
   

  
	
  (c)

  	
   

  	
  *

  	
   

  
	
  (d)

  	
   

  	
  7.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 314(a)

  	
   

  	
  7.4

  	
   

  
	
  (a)(4)

  	
   

  	
  10.5

  	
   

  
	
  (b)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (c)(1)

  	
   

  	
  1.3

  	
   

  
	
  (c)(2)

  	
   

  	
  1.3

  	
   

  
	
  (c)(3)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (d)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (e)

  	
   

  	
  1.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 315(a)

  	
   

  	
  6.1(a

  	
  )

  
	
  (b)

  	
   

  	
  6.2

  	
   

  
	
  (c)

  	
   

  	
  6.1(b

  	
  )

  
	
  (d)

  	
   

  	
  6.1(c

  	
  )

  
	
  (d)(1)

  	
   

  	
  6.1(a(1

  	
  )

  
	
  (d)(2)

  	
   

  	
  6.1(c(2

  	
  )

  
	
  (d)(3)

  	
   

  	
  6.1(c(3

  	
  )

  
	
  (e)

  	
   

  	
  5.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 316(a)

  	
   

  	
  1.1,
  1.2

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  5.2,
  5.12

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  (a)(2)

  	
   

  	
  Not
  Applicable

  	
   

  
	
  (b)

  	
   

  	
  5.8

  	
   

  
	
  (c)

  	
   

  	
  1.5(f

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 317(a)(1)

  	
   

  	
  5.3

  	
   

  
	
  (a)(2)

  	
   

  	
  5.4

  	
   

  
	
  (b)

  	
   

  	
  10.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 318(a)

  	
   

  	
  1.8

  	
   

  



 


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


 






*
Deemed included pursuant to Section 318(c) of the Trust Indenture Act


 

















 


TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
  7

  
	
  Section 1.3

  	
   

  	
  Compliance Certificates and Opinions

  	
  7

  
	
  Section 1.4

  	
   

  	
  Form of Documents Delivered to Trustee

  	
  8

  
	
  Section 1.5

  	
   

  	
  Acts of Holders; Record Dates

  	
  8

  
	
  Section 1.6

  	
   

  	
  Notices, Etc., to Trustee and Company

  	
  9

  
	
  Section 1.7

  	
   

  	
  Notice to Holders; Waiver

  	
  9

  
	
  Section 1.8

  	
   

  	
  Conflict with Trust Indenture Act

  	
  10

  
	
  Section 1.9

  	
   

  	
  Effect of Headings and Table of Contents

  	
  10

  
	
  Section 1.10

  	
   

  	
  Successors and Assigns

  	
  10

  
	
  Section 1.11

  	
   

  	
  Separability Clause

  	
  10

  
	
  Section 1.12

  	
   

  	
  Benefits of Indenture

  	
  10

  
	
  Section 1.13

  	
   

  	
  Governing Law

  	
  10

  
	
  Section 1.14

  	
   

  	
  Legal Holidays

  	
  11

  
	
  Section 1.15

  	
   

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

  	
  11

  
	
  Section 1.16

  	
   

  	
  Force Majeure

  	
  11

  
	
  Section 1.17

  	
   

  	
  Waiver of Jury Trial

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SECURITY FORMS

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Forms Generally

  	
  12

  
	
  Section 2.2

  	
   

  	
  Form of Face of Security

  	
  12

  
	
  Section 2.3

  	
   

  	
  Form of Reverse of Security

  	
  14

  
	
  Section 2.4

  	
   

  	
  Global Securities

  	
  18

  
	
  Section 2.5

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE SECURITIES

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
  19

  
	
  Section 3.2

  	
   

  	
  Denominations

  	
  21

  
	
  Section 3.3

  	
   

  	
  Execution, Authentication, Delivery and Dating

  	
  22

  
	
  Section 3.4

  	
   

  	
  Temporary Securities

  	
  23

  
	
  Section 3.5

  	
   

  	
  Registration, Registration of Transfer and Exchange

  	
  24

  
	
  Section 3.6

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  26

  
	
  Section 3.7

  	
   

  	
  Payment of Interest; Payment of Defaulted Interest

  	
  27

  
	
  Section 3.8

  	
   

  	
  Persons Deemed Owners

  	
  27

  
	
  Section 3.9

  	
   

  	
  Cancellation

  	
  28

  
	
  Section 3.10

  	
   

  	
  Computation of Interest

  	
  28

  
	
  Section 3.11

  	
   

  	
  CUSIP Numbers

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  SATISFACTION AND DISCHARGE

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
  28

  
	
  Section 4.2

  	
   

  	
  Application of Trust Money

  	
  29

  
					



 


i

















 


	
  ARTICLE V

  	
  REMEDIES

  	
  30

  
	
  Section 5.1

  	
   

  	
  Events of Default

  	
  30

  
	
  Section 5.2

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  30

  
	
  Section 5.3

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
  31

  
	
  Section 5.4

  	
   

  	
  Trustee May File Proofs of Claim

  	
  32

  
	
  Section 5.5

  	
   

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
  32

  
	
  Section 5.6

  	
   

  	
  Application of Money Collected

  	
  33

  
	
  Section 5.7

  	
   

  	
  Limitation on Suits

  	
  33

  
	
  Section 5.8

  	
   

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  34

  
	
  Section 5.9

  	
   

  	
  Restoration of Rights and Remedies

  	
  34

  
	
  Section 5.10

  	
   

  	
  Rights and Remedies Cumulative

  	
  34

  
	
  Section 5.11

  	
   

  	
  Delay or Omission Not Waiver

  	
  34

  
	
  Section 5.12

  	
   

  	
  Control by Holders

  	
  34

  
	
  Section 5.13

  	
   

  	
  Waiver of Past Defaults

  	
  35

  
	
  Section 5.14

  	
   

  	
  Undertaking for Costs

  	
  35

  
	
  Section 5.15

  	
   

  	
  Waiver of Stay or Extension Laws

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE TRUSTEE

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Certain Duties and Responsibilities

  	
  36

  
	
  Section 6.2

  	
   

  	
  Notice of Defaults

  	
  37

  
	
  Section 6.3

  	
   

  	
  Certain Rights of Trustee

  	
  37

  
	
  Section 6.4

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  38

  
	
  Section 6.5

  	
   

  	
  May Hold Securities

  	
  38

  
	
  Section 6.6

  	
   

  	
  Money Held in Trust

  	
  38

  
	
  Section 6.7

  	
   

  	
  Compensation, Reimbursement and Indemnity

  	
  38

  
	
  Section 6.8

  	
   

  	
  Disqualification; Conflicting Interests

  	
  39

  
	
  Section 6.9

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
  39

  
	
  Section 6.10

  	
   

  	
  Resignation and Removal; Appointment of Successor

  	
  40

  
	
  Section 6.11

  	
   

  	
  Acceptance of Appointment by Successor

  	
  41

  
	
  Section 6.12

  	
   

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
  42

  
	
  Section 6.13

  	
   

  	
  Preferential Collection of Claims Against Company

  	
  42

  
	
  Section 6.14

  	
   

  	
  Appointment of Authenticating Agent

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
  44

  
	
  Section 7.2

  	
   

  	
  Preservation of Information; Communications to
  Holders

  	
  44

  
	
  Section 7.3

  	
   

  	
  Reports by Trustee

  	
  45

  
	
  Section 7.4

  	
   

  	
  Reports by Company

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CONSOLIDATION, MERGER AND SALE

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Company May Consolidate, Etc., Only on Certain
  Terms

  	
  46

  
	
  Section 8.2

  	
   

  	
  Successor Substituted

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Supplemental Indentures without Consent of Holders

  	
  47

  
	
  Section 9.2

  	
   

  	
  Supplemental Indentures with Consent of Holders

  	
  48

  
	
  Section 9.3

  	
   

  	
  Execution of Supplemental Indentures

  	
  49

  
	
  Section 9.4

  	
   

  	
  Effect of Supplemental Indentures

  	
  49

  
	
  Section 9.5

  	
   

  	
  Conformity with Trust Indenture Act

  	
  49

  
	
  Section 9.6

  	
   

  	
  Reference in Securities to Supplemental Indentures

  	
  49

  
					



 


ii

















 


	
  ARTICLE X

  	
  COVENANTS

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Payment of Principal, Premium and Interest

  	
  49

  
	
  Section 10.2

  	
   

  	
  Maintenance of Office or Agency

  	
  50

  
	
  Section 10.3

  	
   

  	
  Money for Securities Payments to Be Held in Trust

  	
  50

  
	
  Section 10.4

  	
   

  	
  Existence

  	
  51

  
	
  Section 10.5

  	
   

  	
  Statement by Officers as to Default

  	
  51

  
	
  Section 10.6

  	
   

  	
  Waiver of Certain Covenants

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  REDEMPTION OF SECURITIES

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1

  	
   

  	
  Applicability of Article

  	
  52

  
	
  Section 11.2

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
  52

  
	
  Section 11.3

  	
   

  	
  Selection by Trustee of Securities to Be Redeemed

  	
  52

  
	
  Section 11.4

  	
   

  	
  Notice of Redemption

  	
  53

  
	
  Section 11.5

  	
   

  	
  Deposit of Redemption Price

  	
  53

  
	
  Section 11.6

  	
   

  	
  Securities Payable on Redemption Date

  	
  53

  
	
  Section 11.7

  	
   

  	
  Securities Redeemed in Part

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  SINKING FUNDS

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12.1

  	
   

  	
  Applicability of Article

  	
  54

  
	
  Section 12.2

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  54

  
	
  Section 12.3

  	
   

  	
  Redemption of Securities for Sinking Fund

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  DEFEASANCE

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 13.1

  	
   

  	
  Applicability of Article

  	
  55

  
	
  Section 13.2

  	
   

  	
  Legal Defeasance

  	
  55

  
	
  Section 13.3

  	
   

  	
  Covenant Defeasance

  	
  56

  
	
  Section 13.4

  	
   

  	
  Deposited Money and U.S. Government Obligations to
  be Held in Trust

  	
  58

  
	
  Section 13.5

  	
   

  	
  Repayment to Company; Qualifying Trustee

  	
  58

  
						



 


NOTE:  This table of contents shall not for any
purpose be deemed to be a part of the Indenture.


 


iii

















 


PARTIES


 


INDENTURE, dated as of
                       
[     ], 2008, among CORNELL COMPANIES, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having an office at 1700 West Loop South, Suite 1500,
Houston, Texas 77027 and The Bank of New York Mellon Trust Company, N.A., a national
banking association, as Trustee (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 senior debentures, notes or other
evidences of indebtedness (herein called the “Securities”), to be issued in one
or more series as in this Indenture provided.


 


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


 


This Indenture is subject to
the provisions of the Trust Indenture Act that are required to be a part of
this Indenture and, to the extent applicable, shall be governed by such provisions.


 


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 1.1            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 terms used in this Indenture that are defined in the
Trust Indenture Act, defined by a Trust Indenture Act reference to another
statute or defined by a Commission rule under the Trust Indenture Act have
the meanings so assigned to them;


 


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


 


(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;


 


(5)           the words “Article” and “Section” refer to an Article and
Section, respectively, of this Indenture; and


 


1

















 


(6)           the word “includes” and its derivatives means “includes,
but is not limited to” and corresponding derivative definitions.


 


Certain terms, used
principally in Article Six, are defined in that Article.


 


“Act”, when used with
respect to any Holder, has the meaning specified in Section 1.5.


 


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


 


“Authenticating Agent” means
any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Securities.


 


“Banking Day” means, in
respect of any city, any date on which commercial banks are open for business
in that city.


 


“Bankruptcy Law” means any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law.


 


“Board of Directors” means
either the board of directors of the Company or any duly authorized committee
of that board to which the powers of that board have been lawfully delegated.


 


“Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of
the Company, the principal financial officer of the Company, any other
authorized officer of the Company, or a person duly authorized by any of them,
in each case as applicable, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.  Where any
provision of this Indenture refers to action to be taken pursuant to a Board
Resolution (including the establishment of any series of the Securities and the
forms and terms thereof), such action may be taken by any committee, officer or
employee of the Company authorized to take such action by the Board of
Directors as evidenced by a Board Resolution.


 


“Business Day”, when used
with respect to any Place of Payment or other location, means, except as
otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law, executive order or
regulation to close.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, 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 or resulting corporation shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor or resulting corporation.


 


2

















 


“Company Request” or “Company
Order” means, in the case of the Company, a written request or order signed in
the name of the Company by its Chairman of the Board, its Chief Executive
Officer, its President, any of its Vice Presidents or any other duly authorized
officer of the Company or any person duly authorized by any of them, and
delivered to the Trustee.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered and which, at the date hereof, is
located at 601 Travis, 18th Floor, Houston, Texas 77002.


 


“corporation” includes
corporations, companies, associations, partnerships, limited partnerships,
limited liability companies, joint-stock companies and trusts.


 


“covenant defeasance” has
the meaning specified in Section 13.3.


 


“CUSIP” means the Committee
on Uniform Securities Identification Procedures.


 


“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 


“Debt” means any obligation
created or assumed by any Person for the repayment of money borrowed and any
purchase money obligation created or assumed by such Person and any guarantee
of the foregoing.


 


“Default” means, with
respect to a series of Securities, any event that is, or after notice or lapse
of time or both would be, an Event of Default.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 


“defeasance” has the meaning
specified in Section 13.2.


 


“Definitive Security” means
a security other than a Global Security or a temporary Security.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in whole or in part
in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Securities as contemplated by Section 3.1, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is a Depositary
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.


 


“Dollar” or “$” means the
coin or currency of the United States of America, which at the time of payment
is legal tender for the payment of public and private debts.


 


“Event of Default” has the
meaning specified in Section 5.1.


 


“fiscal year” means the twelve month period ended
December 31 of each calendar year or such other twelve month period as the
Company may select.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession
of the United States, as in effect from time to time.


 


3
















 


“Global Security” means a
Security in global form that evidences all or part of a series of Securities
and is authenticated and delivered to, and registered in the name of, the
Depositary for the Securities of such series or its nominee.


 


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


 


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be part of and govern this instrument
and any such supplemental indenture, respectively.  The term “Indenture” also shall include the
terms of particular series of Securities established as contemplated by Section 3.1.


 


“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.


 


“Investment Company Act” means the Investment Company
Act of 1940, as amended from time to time.


 


“mandatory sinking fund
payment” has the meaning specified in Section 12.1.


 


“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.


 


“Notice of Default” means a
written notice of the kind specified in Section 5.1(3).


 


“Officer’s Certificate”
means, in the case of the Company, a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President or any
other duly authorized officer of the Company, or a person duly authorized by
any of them, and delivered to the Trustee.


 


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


 


“optional sinking fund
payment” has the meaning specified in Section 12.1.


 


“Original Issue Discount
Security” means any Security which provides that such Security may be
mandatorily redeemed or paid upon acceleration for an amount less than the original
principal amount thereof.


 


“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 canceled by the Trustee or
delivered to the Trustee for cancellation;


 


(ii)           Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided, however, that, if such Securities are


 


4

















 


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;


 


(iii)          Securities which have been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and


 


(iv)          Securities, except to the extent provided in Section 13.2
and 13.3, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Thirteen, which defeasance or covenant
defeasance then continues in effect;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (A) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon acceleration of the Maturity thereof on
such date pursuant to Section 5.2 and (B) 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 the Trustee knows to be so owned shall
be so disregarded.  Securities so owned
as described in Clause (B) of the immediately preceding sentence which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


 


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


 


“Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of
which Securities, including, without limitation, the rate or rates of interest
or formula for determining the rate or rates of interest thereon, if any, the
Stated Maturity or Stated Maturities thereof, the original issue date or dates
thereof, the redemption provisions, if any, with respect thereto, and any other
terms specified as contemplated by Section 3.1 with respect thereto, are
to be determined by the Company upon the issuance of such Securities.


 


“Person” means any
individual, corporation, company, limited liability company, partnership,
limited partnership, joint venture, association, joint-stock company, trust,
other entity, 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, unless otherwise
specifically provided for with respect to such series as contemplated by Section 3.1,
the office or agency of the Company in the City of New York and such other
place or places where, subject to the provisions of Section 10.2, the
principal of and any premium and interest on the Securities of that series are
payable as contemplated by Section 3.1.


 


“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 3.6
in exchange for or in lieu of a


 


5

















 


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.


 


“Registrar” means the Security Registrar.


 


“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 3.1.


 


“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 3.5.


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.7.


 


“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.


 


“Stock” includes shares.


 


“Subsidiary” means (i) a
corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries or (ii) any partnership
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned.  For the purposes of this definition, “voting
stock” means capital stock or equity interests which ordinarily have voting
power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.


 


“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.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as in force at the date as of
which this instrument was executed, except as provided in Section 9.5;
provided, however, that if the Trust Indenture Act of 1939 is amended after
such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


 


“U.S. Person” shall have the
meaning assigned to such term in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended.


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States for
the payment of which its full faith and credit is pledged, or (ii) obligations
of a Person


 


6

















 


controlled
or supervised by and acting as an agency or instrumentality of the United
States, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States, each of which are not callable or
redeemable at the option of the issuer thereof.


 


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


 


Section 1.2            Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the Trust Indenture Act, the provision is incorporated
by reference in and made a part of this Indenture.  The following Trust Indenture Act terms used
in this Indenture have the following meanings:


 


“commission” means the
Commission.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture
securities means the Company or any other obligor on the indenture securities.


 


Section 1.3            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 Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, 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 except as required under Section 314(c) of the Trust
Indenture Act.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (except for certificates provided for in Section 10.5) shall
include:


 


(1)           a statement that
each individual 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;


 


7

















 


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


 


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


 


Section 1.4            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.


 


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 the matters upon
which his certificate or opinion is based are erroneous.  Any such certificate 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 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 1.5            Acts
of Holders; Record Dates.


 


(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 (either
physically or by means of a facsimile or an electronic transmission, provided
that such electronic transmission is transmitted through the facilities of a
Depositary) by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee 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 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 


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


 


8

















 


the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.


 


(c)           The ownership,
principal amount and serial numbers of Securities held by any Person, and the
date of commencement of such Person’s holding of same, shall be proved by the
Security Register.


 


(d)           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 or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.


 


(e)           Without limiting the
foregoing, a Holder entitled to give or take any action hereunder with regard
to any particular Security may do so with regard to all or any part of the
principal amount of such Security or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or any
different part of such principal amount.


 


(f)            The Company may set
any day as the record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
or permitted by this Indenture to be given or taken by Holders of Securities of
such series, but the Company shall have no obligation to do so.  With regard to any record date set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date (or their duly appointed agents), and only such Persons,
shall be entitled to give or take the relevant action, whether or not such
Holders remain Holders after such record date.


 


Section 1.6            Notices,
Etc., to Trustee and Company.


 


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


 


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


 


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


 


Section 1.7            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.  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


 


9

















 


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


 


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


 


In case by reason of the
suspension of regular mail service or by reason of any other cause 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 1.8            Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the
latter provision shall control.


 


If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.


 


Section 1.9            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 1.10         Successors
and Assigns.


 


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


 


Section 1.11         Separability
Clause.


 


In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the remaining provisions shall remain valid, legal and enforceable.


 


Section 1.12         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 1.13         Governing
Law.


 


THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.


 


To the fullest extent
permitted by applicable law, the Company hereby irrevocably submits to the
jurisdiction of any Federal or state court located in the Borough of Manhattan
in The City of New York, New York in any suit, action or proceeding based on or
arising out of or relating to this Indenture or any


 


10

















 


Securities
and irrevocably agrees that all claims in respect of such suit or proceeding
may be determined in any such court.  The
Company irrevocably waives, to the fullest extent permitted by law, any
objection which it may have to the laying of the venue of any such suit, action
or proceeding brought in an inconvenient forum. 
The Company hereby irrevocably designates and appoints
                                     ,
New York, New York (the “Process Agent”) as its authorized agent for purposes
of this Section 1.13, it being understood that the designation and
appointment of the Process Agent as such authorized agent shall become
effective immediately without any further action on the part of the
Company.  The Company further agrees
that, unless otherwise required by law, service of process upon the Process
Agent and written notice of said service to the Company mailed by prepaid
registered first class mail or delivered to the Process Agent at its principal
office, shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. 
The Company further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments as may be
necessary, to continue such designation and appointment of the Process Agent in
full force and effect so long as the Company has any outstanding obligations
under this Indenture.  To the extent the
Company has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service of notice, attachment
prior to judgment, attachment in aid of execution, executor or otherwise) with
respect to itself or its property, the Company hereby irrevocably waives such
immunity in respect of its obligations under this Indenture to the extent
permitted by law.


 


Section 1.14         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 (other than a provision of the
Securities of any series that specifically states that such provision shall
apply in lieu of this Section 1.14)) payment of interest or principal and
any premium 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 1.15         Incorporators,
Shareholders, Officers and Directors of the Company Exempt from Individual
Liability.


 


No recourse under or upon
any obligation, covenant or agreement of or contained in this Indenture or of
or contained in any Security, or for any claim based thereon or otherwise in
respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
shareholder, member, officer, manager or director, as such, past, present or
future, of the Company or any successor Person, either directly or through the
Company or any successor Person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a part of the
consideration for, the execution of this Indenture and the issue of the
Securities.


 


Section 1.16         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 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 1.17         Waiver of Jury Trial.


 


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


 


11
















 


ARTICLE II


 


SECURITY FORMS


 


Section 2.1            Forms
Generally.


 


The Securities of each
series shall be in substantially the form set forth in this Article Two,
or in such other form or forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have 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 as may, consistently herewith, be determined by the
officers executing such Securities as evidenced by their execution thereof.


 


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 thereof.  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 an authorized officer
or other authorized person on behalf of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities.


 


The forms of Global
Securities of any series shall have such provisions and legends as are
customary for Securities of such series in global form, including without
limitation any legend required by the Depositary for the Securities of such
series.


 


Section 2.2            Form of
Face of Security.


 


[If the Security is an
Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE
ORIGINAL ISSUE DISCOUNT IS
                        ,
THE ISSUE DATE IS                         , 20     [AND] [,] THE
YIELD TO MATURITY IS
                        
[,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS
                             
AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS
                          ]]


 


[Insert any other legend
required by the United States Internal Revenue Code or the regulations
thereunder.]


 


[If a Global
Security,—insert legend required by Section 2.4 of the Indenture]


 


[If applicable, insert
—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.]


 


12

















 


CORNELL COMPANIES, INC.


 


[TITLE OF SECURITY]


 


	
  No                    

  	
  U.S.
  $          

  



 


[CUSIP No.  ]


 


CORNELL COMPANIES, INC., a
company duly incorporated under the laws of the State of Delaware (herein
called the “Company”, which term includes any successor or resulting Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
                                                 ,
or registered assigns, the principal sum of
                                                   
United States Dollars on
                                                                .  [If the Security is to bear interest prior to
Maturity, insert—, and to pay interest thereon from
                               
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on
                          
and
                        
in each year, commencing
                        ,
at the rate of                 %
per annum, until the principal hereof is paid or made available for payment [if
applicable, insert—, and at the rate of      % per
annum on any overdue principal and premium and on any installment of
interest].  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
                     
or               
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].


 


[If the Security is not to
bear interest prior to Maturity, insert—The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Security shall bear interest at the rate of
                %
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be
payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the
rate of
                      %
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]


 


[If a Global Security,
insert—Payment of the principal of (and premium, if any) and [if applicable,
insert—any such] interest on this Security will be made by transfer of
immediately available funds to a bank account in                  
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]


 


[If a Definitive Security,
insert—Payment of the principal of (and premium, if any) and [if applicable,
insert—any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in
                                   ,
in such coin or currency of the United States of


 


13

















 


America
as at the time of payment is legal tender for payment of public and private
debts]  [or subject to any laws or
regulations applicable thereto and to the right of the Company (as provided in
the Indenture) to rescind the designation of any such Paying Agent, at the
[main] offices of
                            
in                           ,
or at such other offices or agencies as the Company may designate, by [United
States Dollar] check drawn on, or transfer to a [United States Dollar] account
maintained by the payee with, a bank in The City of New York (so long as the
applicable Paying Agency has received proper transfer instructions in writing
at least         days prior to the payment
date)] [if applicable, insert—; provided, however, that payment of interest may
be made at the option of the Company by [United States Dollar] check mailed to
the addresses of the Persons entitled thereto as such addresses shall appear in
the Security Register] [or by transfer to a [United States Dollar] account
maintained by the payee with a bank in The City of New York  [state other Place of Payment] (so long as
the applicable Paying Agent has received proper transfer instructions in
writing by the Record Date prior to the applicable Interest Payment Date)].]


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


	
  Dated:

  	
  CORNELL COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  



 


Section 2.3            Form of
Reverse of Security.


 


This Security is one of a
duly authorized issue of senior securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of
                        
[ ], 200    (herein called the “Indenture”), between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  As provided
in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted.  This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to
$                                        ].


 


This security is the
general, unsecured, senior obligation of the Company.


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than
      days’ notice by mail, [if applicable, insert, —(1) on
                               
in any year commencing with the year            
and ending with the year
             
through operation of the sinking


 


14

















 


fund
for this series at a Redemption Price equal to 100% of the principal amount,
and (2) ] at any time [on or after
                          ,
20       ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):  If
redeemed [on or before
                            
                             ,
                           %,
and if redeemed] during the 12-month period beginning
                                  
of the years indicated,


 


	
  YEAR

  	
   

  	
  REDEMPTION PRICE

  	
   

  	
  YEAR

  	
   

  	
  REDEMPTION PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a
Redemption Price equal to
               %
of the principal amount, together in the case of any such redemption [if
applicable, insert—(whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than
       nor more than
        days’ notice by mail, (1) on
                     
in any year commencing with the year
                    
and ending with the year
                   
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at anytime
[on or after
                                    ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below:  If redeemed during the 12-month period
beginning                                               
of the years indicated,


 


	
  YEAR

  	
   

  	
  REDEMPTION PRICE FOR 

  REDEMPTION THROUGH 

  OPERATION OF THE SINKING 

  FUND

  	
   

  	
  REDEMPTION PRICE FOR 

  REDEMPTION OTHERWISE THAN 

  THROUGH OPERATION OF 

  SINKING FUND

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a
Redemption Price equal to
                 %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


[If applicable, insert—Notwithstanding
the foregoing, the Company may not, prior to
                              ,
redeem any Securities of this series as contemplated by [Clause (2) of]
the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than
               %
per annum.]


 


15

















 


[If applicable, insert—The
sinking fund for this series provides for the redemption on
                                       
in each year beginning with the year
                  
and ending with the year                   
of [not less than] $                                       
[ (“mandatory sinking fund”) and not more than
$                                       ]
aggregate principal amount of Securities of this series.  [Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund
payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made [If applicable, insert— in the inverse order in
which they become due].]


 


[If the Securities are
subject to redemption in part of any kind, insert—In the event of redemption of
this Security in part only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]


 


[If applicable, insert—The
Securities of this series are not redeemable prior to Stated Maturity.]


 


[If the Security is not an
Original Issue Discount Security,—If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If the Security is an
Original Issue Discount Security,—If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. 
Such amount shall be equal to —insert formula for determining the
amount.  Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Security at the
times, place(s) and rate, and in the coin or currency, herein prescribed.


 


[If a Global Security,
insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances
provided in the Indenture.  The holders
of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders thereof for any purpose under the
Indenture.]


 


16

















 


[If a Definitive Security,
insert—As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in [if applicable, insert—any place where the
principal of and any premium and interest on this Security are payable] [if
applicable, insert—The City of New York [, or, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as
provided in the Indenture) to rescind the designation of any such transfer
agent, at the [main] offices of                                  
in
                                  
or at such other offices or agencies as the Company may designate]], duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.]


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
U.S.
$                          
and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and none of the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.


 


No recourse under or upon
any obligation, covenant or agreement of or contained in the Indenture or of or
contained in any Security, or for any claim based thereon or otherwise in
respect thereof, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
shareholder, member, officer, manager or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty
or otherwise; it being expressly understood that all such liability is hereby
expressly waived and released by the acceptance hereof and as a condition of,
and as part of the consideration for, the Securities and the execution of the
Indenture.


 


The Indenture provides that
the Company (a) will be discharged from any and all obligations in respect
of the Securities (except for certain obligations described in the Indenture),
or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest on the Securities, but such money need not be segregated from
other funds except to the extent required by law.


 


Except as otherwise defined
herein, all terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


[If a Definitive Security,
insert as a separate page—


 


17

















 


FOR VALUE RECEIVED, the
undersigned hereby sell(s), assign(s) and transfer(s) unto


 


	
  

  	
   

  
	
  (Please Print or
  Typewrite Name and Address of Assignee)

  



 


the within instrument of
CORNELL COMPANIES, INC. and does hereby irrevocably constitute and appoint
                        
Attorney to transfer said instrument on the books of the within-named Company,
with full power of substitution in the premises.


 


Please Insert Social
Security or Other Identifying Number of Assignee:


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature)

  



 


NOTICE:  The signature to this assignment must
correspond with the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change whatever.]


 


Section 2.4           Global
Securities.


 


Every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO,
OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


EVERY SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU
OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.


 


If Securities of a series
are issuable in whole or in part in the form of one or more Global Securities,
as specified as contemplated by Section 3.1, then, notwithstanding clause (9) of
Section 3.1 and the provisions of Section 3.2, any Global Security
shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased, as the case may be, to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in a Company Order.  Subject to the
provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and
redeliver any Global


 


18

















 


Security
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
Any instructions by the Company with respect to endorsement or delivery
or redelivery of a Global Security shall be in a Company Order (which need not
comply with Section 1.3 and need not be accompanied by an Opinion of
Counsel).


 


The provisions of the last
sentence of Section 3.3 shall apply to any Security represented by a
Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with a Company
Order (which need not comply with Section 1.3 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction or increase, as the case
may be, in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 3.3.


 


Section 2.5           Form of
Trustee’s Certificate of Authentication.


 


The Trustee’s certificate(s) of
authentication shall be in substantially the following form:


 


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


 


	
  

  	
  The Bank of New York Mellon Trust Company, N.A.

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


ARTICLE III


 


THE SECURITIES


 


Section 3.1                                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, and set forth, or determined
in the manner provided, in an Officer’s Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,


 


(1)           the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities and which
may be part of a series of Securities previously issued);


 


(2)           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 Sections 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);


 


19

















 


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


 


(4)           the rate or rates at which the Securities of the series
shall bear interest, if any, or the formula, method or provision pursuant to
which such rate or rates are determined, the date or dates from which such
interest shall accrue or the method of determination thereof, the Interest
Payment Dates on which such interest shall be payable and the Regular Record
Date for the interest payable on any Interest Payment Date;


 


(5)           the place or places where, subject to the provisions of Section 10.2,
the principal of and any premium and interest on Securities of the series shall
be payable, Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange and notices,
and demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;


 


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


 


(7)           the obligation, if any, of the Company to redeem or
purchase 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 or purchased, in whole or in part, pursuant to
such obligation;


 


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


 


(9)           whether payment of principal of and premium, if any, and
interest, if any, on the Securities of the series shall be without deduction
for taxes, assessments or governmental charges paid by Holders of the series;


 


(10)         if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(11)         if the amount of payments of principal of and any premium or
interest on the Securities of the series may be determined with reference to an
index, the manner in which such amounts shall be determined;


 


(12)         if and as applicable, that the Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 3.5 in which any such Global Security may be transferred to,
and registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered;


 


20

















 


(13)         any deletions from, modifications of or additions to the
Events of Default set forth in Section 5.1 or the covenants of the Company
set forth in Article Ten with respect to the Securities of such series;


 


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


 


(15)         if the Securities of the series are to be convertible into
or exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its
Affiliates and, if so, the terms thereof;


 


(16)         if other than as provided in Sections 13.2 and 13.3, the
means of defeasance or covenant defeasance as may be specified for the
Securities of the Series;


 


(17)         if other than the Trustee, the identity of the initial
Security Registrar and any initial Paying Agent; and


 


(18)         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 the Board Resolution referred to
above and (subject to Section 3.3) set forth, or determined in the manner
provided, in the Officer’s Certificate referred to above or in any such
indenture supplemental hereto.


 


All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for increases in
the aggregate principal amount of such series of Securities and issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.


 


If any of the terms of the
series are established by action taken by or pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by an
authorized officer or other authorized person on behalf of the Company and
delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate setting forth, or providing the manner for determining, the terms
of the series.


 


With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officer’s
Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or one or more agents thereof designated in an Officer’s Certificate,
in accordance with a Company Order.


 


Section 3.2           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 3.1.  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 $1,000 and any integral multiple thereof.


 


21
















 


Section 3.3           Execution,
Authentication, Delivery and Dating.


 


The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Financial Officer or any of its
Vice Presidents and need not be attested. 
The signature of any of these officers on the Securities may be manual
or facsimile.


 


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


 


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; provided, however, that
in the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with such
other procedures (including, without limitation, the receipt by the Trustee of
oral or electronic instructions from the Company or its duly authorized agents,
thereafter promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.  If the forms or terms of the Securities of
the series have been established in or pursuant to one or more Board
Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive such
documents as it may reasonably request. 
The Trustee shall also be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


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


 


(b)           if the terms of such Securities have
been, or in the case of Securities of a series offered in a Periodic Offering
will be established in conformity with the provisions of this Indenture,
subject, in the case of Securities of a series offered in a Periodic Offering,
to any conditions specified in such Opinion of Counsel; and


 


(c)           that such Securities when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions and assumptions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to the following
limitations:  (i) bankruptcy,
insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or
transfer and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, or to general equity
principles, (ii) the availability of equitable remedies being subject to
the discretion of the court to which application therefor is made; and (iii) such
other usual and customary matters as shall be specified in such Opinion of
Counsel.


 


If such form or forms 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


 


22

















 


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.


 


Notwithstanding the
provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officer’s Certificate otherwise required
pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


 


With respect to Securities
of a series offered in a Periodic Offering, the Trustee may rely, as to the
authorization by the Company of any of such Securities, the form or forms and
terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the
first authentication of Securities of such series.


 


Each Security shall be dated
the date of its authentication.


 


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 of an authorized officer, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder and is entitled to the benefits
of this Indenture. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.4           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 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 and tenor 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.


 


23

















 


Section 3.5           Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to
be kept at the office or agency of the Company in the Borough of Manhattan, the
City of New York or in any other office or agency of the Company in a Place of
Payment required by Section 10.2 a register (the register maintained in
such office being herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of
Securities.  The Trustee is hereby
appointed as the initial “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided, and the office of
The Bank of New York Mellon, which, at the date hereof, is located at 101
Barclay Street, New York, New York 10004, is the initial office or agency in
the Borough of Manhattan where the Securities Register will be maintained.  The Company may at any time replace such
Security Registrar, change such office or agency or act as its own Security
Registrar.  The Company will give prompt
written notice to the Trustee of any change of the Security Registrar or of the
location of such office or agency.


 


Upon surrender for
registration of transfer of any Security of any series at the office or agency
maintained pursuant to Section 10.2 for such purpose, 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 and tenor, of any authorized denominations and of a like aggregate
principal amount.


 


At the option of the Holder,
Securities of any series (except a Global Security) may be exchanged for other
Securities of the same series and tenor, of any authorized denominations and of
a like aggregate principal amount, 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.


 


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


 


Every Security presented or
surrendered for registration of transfer or 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 3.4,
9.6 or 11.7 not involving any transfer.


 


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 11.3 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.


 


Notwithstanding any other
provisions of this Indenture and except as otherwise specified with respect to
any particular series of Securities as contemplated by Section 3.1, a
Global Security representing all or a portion of the Securities of a series may
not be transferred, except as a whole by the


 


24

















 


Depositary
for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary. 
Every Security authenticated and delivered upon registration of,
transfer of, or in exchange for or in lieu of, a Global Security shall be a
Global Security except as provided in the two paragraphs immediately following.


 


If at any time the
Depositary for any Securities of a series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for such
Securities shall no longer be eligible to continue as Depositary under Section 1.1
or ceases to be a clearing agency registered under the Exchange Act, the
Company shall appoint a successor Depositary with respect to such
Securities.  If a successor Depositary
for such Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 3.1 that such Securities be
represented by one or more Global Securities shall no longer be effective and
the Company will execute and the Trustee, upon receipt of a Company Order for
the authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or Securities
representing such Securities in exchange for such Global Security or Securities
registered in the names of such Persons as the Depositary shall direct.


 


The Company may at any time
and in its sole discretion determine that the Securities of any series issued
in the form of one or more Global Securities shall no longer be represented by
a Global Security or Securities.  In such
event the Company will execute and the Trustee, upon receipt of a Company Order
for the authentication and delivery of the Definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities registered in the names of such Persons as the Depositary shall
direct.


 


If at any time an Event of Default has occurred and is
continuing with respect to the Securities of any series and the Security
Registrar has received a request from the Depositary to issue Definitive
Securities in lieu of all or a portion of the Global Securities of such series
the Company will execute and the Trustee, upon receipt of a Company Order for
the authentication and delivery of the Definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities registered in the names of such Persons as the Depositary shall
direct.


 


If specified by the Company
pursuant to Section 3.1 with respect to Securities represented by a Global
Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Securities of the same series and
tenor in definitive registered form on such terms as are acceptable to the
Company and such Depositary.  Thereupon,
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of Securities in definitive registered form,
shall authenticate and deliver, without service charge,


 


(1)           to the Person specified by such Depositary a new Security
or Securities of the same series and tenor, of any authorized denominations as
requested by such Person, in an 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 in a denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities
authenticated and delivered pursuant to clause (1) above.


 


Every Person who takes or
holds any beneficial interest in a Global Security agrees that:


 


(a)           the Company and the Trustee may deal with the Depositary
as sole owner of the Global Security and as the authorized representative of
such Person;


 


25

















 


(b)           such Person’s rights in the Global Security shall be
exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or direct and
indirect participants of the Depositary;


 


(c)           the Depositary and its participants make book-entry
transfers of beneficial ownership among, and receive and transmit distributions
of principal and interest on the Global Securities to, such Persons in
accordance with their own procedures; and


 


(d)           none of the Company, the Trustee, nor any agent of any of
them will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.


 


Section 3.6           Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is
surrendered to the Trustee, together with, in proper cases, such security or
indemnity as may be required by the Company or the Trustee to save each of them
and any agent of any of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) 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 save 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 request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen 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, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.


 


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


 


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


 


26

















 


Section 3.7           Payment
of Interest; Payment of Defaulted Interest.


 


Except as otherwise provided
as contemplated by Section 3.1 with respect to any series of Securities,
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 shall be paid
by the Company as provided in clause (1) or (2) below, at its
election in either case:


 


(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)           If the Company does not elect to make payment of Defaulted
Interest pursuant to clause (1) above, the Company shall 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 Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Company.


 


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


 


Section 3.8           Persons
Deemed Owners.


 


Except as otherwise provided
as contemplated by Section 3.1 with respect to any series of Securities,
prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent thereof may treat the Person in whose name
such Security is registered as the owner of


 


27

















 


such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Sections 3.5 and 3.7) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none of
the Company, the Trustee, nor any agent of any of them shall be affected by
notice to the contrary.


 


No holder of any beneficial
interest in any Global Security held on its behalf by a Depositary shall have
any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent thereof as
the owner of such Global Security for all purposes whatsoever.


 


Section 3.9           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 canceled by
it.  The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled Securities held by the Trustee
shall be disposed of in accordance with its customary practices, and the
Trustee shall thereafter deliver to the Company a certificate with respect to
such disposition.


 


Section 3.10        Computation
of Interest.


 


Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
year of 360 days consisting of twelve 30-day months.


 


Section 3.11        CUSIP
Numbers.


 


The Company in issuing the
Securities may use “CUSIP” or similar identifying numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” and/or such other similar
identifying numbers in notices of redemption as a convenience to Holders;
provided, however, 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.


 


ARTICLE IV


 


SATISFACTION AND DISCHARGE


 


Section 4.1           Satisfaction
and Discharge of Indenture.


 


This Indenture shall cease
to be of further effect with respect to the Securities of any series (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, upon Company Request and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities,
when:


 


28

















 


(1)          either


 


(a)           all such Securities theretofore authenticated and
delivered (other than (i) such Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.6,
and (ii) such Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation; or


 


(b)           all such Securities not theretofore delivered to the
Trustee for cancellation


 


(1)           have become due and payable, or


 


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


 


(3)           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 (1), (2) or (3) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose an amount sufficient
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)           the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to such Securities; and


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Securities of
any series, (x) the obligations of the Company to the Trustee under Section 6.7,
the obligations of the Trustee to any Authenticating Agent under Section 6.14
and the right of the Trustee to resign under Section 6.10 shall survive,
and (y) if money shall have been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section, the obligations of the
Company and the Trustee under Section 4.2, 6.6 and 10.2 and the last
paragraph of Section 10.3 shall survive.


 


Section 4.2           Application
of Trust Money.


 


Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 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, if directed by the Company, through any Paying
Agent (including the Company acting as its own Paying Agent) to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.


 


29

















 


ARTICLE V


 


REMEDIES


 


Section 5.1           Events
of Default.


 


“Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


 


(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 30 days; or


 


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


 


(3)           default in the performance, or breach, of any 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 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 default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(4)           the Company pursuant to or within the meaning of any
Bankruptcy Law (a) commences a voluntary case, (b) consents to the
entry of any order for relief against it in an involuntary case, (c) consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or (d) makes a general assignment for the benefit of its
creditors; or


 


(5)           a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (a) is for relief against the Company
in an involuntary case, (b) appoints a Custodian of the Company or for all
or substantially all of its property, or (c) orders the liquidation of the
Company; and the order or decree remains unstayed and in effect for 90
consecutive days; or


 


(6)           default in the deposit of any sinking fund payment when
due; or


 


(7)           any other Event of Default provided with respect to
Securities of that series in accordance with Section 3.1.


 


Section 5.2           Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of 25% (or such
other percentage specified in the Board Resolution or supplemental indenture
establishing such series) in aggregate 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


 


30

















 


payable.  Notwithstanding the foregoing, if an Event of
Default specified in clause (4) or (5) of Section 5.1 occurs,
the Securities of any series at the time Outstanding shall be due and payable
immediately without further action or notice.


 


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 Five 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 has paid or deposited with the Trustee a sum
sufficient to pay:


 


(a)           all overdue 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 any 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 hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(2)           all Events of Default with respect to Securities of that
series, other than the 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 5.3           Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that
if:


 


(1)           default is made in the payment of any installment of
interest on any Security when such interest becomes due and payable and such
default continues for a period of 60 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 any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
any premium and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


31
















 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company 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 any other obligor
upon such Securities, wherever situated.


 


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series by such appropriate judicial proceedings as the Trustee shall
deem prudent 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 5.4           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, their property 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,


 


(i)            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


 


(ii)           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 directly to the Holders and 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 under Section 6.7.


 


No provision of this
Indenture 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,
compromise, arrangement, 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; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


 


Section 5.5           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


 


32

















 


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 5.6           Application
of Money Collected.


 


Any money collected by the
Trustee pursuant to this Article Five 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 any premium 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
under Section 6.7;


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of and any premium 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 any premium and interest,
respectively; and


 


THIRD:  The balance, if any, to the Company.


 


Section 5.7           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 furnished to the Trustee
reasonable indemnity or security 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 indemnity or security has failed to institute any such proceeding;
and


 


(5)           no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series;


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


 


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Section 5.8           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
any premium and (subject to Sections 3.5 and 3.7) 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 5.9           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 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 3.6, 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.


 


To fullest extent permitted
by applicable law, 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 an acquiescence therein. 
Every right and remedy given by this Article Five 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 shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided, however,
that:


 


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


 


(2)           such direction shall not be overly
prejudicial to the rights of other Holders;


 


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


 


34

















 


(4)           subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow any such direction that exposes it to
personal liability.


 


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:


 


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


 


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


 


Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other default or 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, other than the Trustee, 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, 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 (1) the
provisions of this Section 5.14 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 25% 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 Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


 


Section 5.15        Waiver
of Stay or Extension Laws.


 


The Company 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
the Company (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.


 


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ARTICLEVI


 


THE TRUSTEE


 


Section 6.1           Certain
Duties and Responsibilities.


 


(a)           Except during the continuance of an
Event of Default,


 


(1)           the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and as are provided
by the Trust Indenture Act, and, except for implied covenants or obligations
under the Trust Indenture Act, 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 and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his 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;


 


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


 


(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, given pursuant to 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 financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


36

















 


(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.


 


Section 6.2           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 known to the Trustee, unless such Default shall have
been cured or waived; provided, however, that, except in the case of a Default
in the payment of the principal of or any premium 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 and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine 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 5.1(3) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 90 days after the occurrence thereof.


 


Section 6.3           Certain
Rights of Trustee.


 


Subject to the provisions of
Section 6.1:


 


(a)           The Trustee may require an Officer’s
Certificate or an Opinion of Counsel before taking any action or refraining
from taking any action under this Indenture and may conclusively rely and shall
be fully protected in acting or refraining from acting upon any such Officer’s
Certificate or Opinion of Counsel or any resolution, certificate, statement,
instrument, 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 (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 3.3, which shall be
sufficiently evidenced as provided therein) 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 hereunder, the
Trustee (unless other evidence be herein specifically prescribed) shall be
entitled to receive and may, in the absence of bad faith on its part, rely upon
an Officer’s Certificate;


 


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


 


(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 reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;


 


37

















 


(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;


 


(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 and shall not be responsible for the supervision
of officers and employees of such agents or attorneys;


 


(h)           the Trustee may request that the Company
deliver an Officer’s 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 Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded; 


 


(i)            the Trustee shall be entitled to the
rights and protections afforded to the Trustee pursuant to this Article Six
in acting as a Paying Agent or Security Registrar hereunder;


 


(j)            the Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; and


 


(k)           except in connection with Section 310
or 311 of the Trust Indenture Act, the Trustee shall only be charged with
knowledge of its officers assigned to administer corporate trust matters or to
whom any matter concerning the Indenture may be referred.


 


Section 6.4           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 or any Authenticating Agent shall have no responsibility for their
correctness.  Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or
sufficiency of this Indenture or of the Securities.  The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.


 


Section 6.5           May Hold
Securities.


 


The Trustee, any
Authenticating Agent, 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 310(b) and 311 of
the Trust Indenture Act and Sections 6.8, 6.9 and 6.13, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.6           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 in writing with the
Company.


 


Section 6.7           Compensation,
Reimbursement and Indemnity.


 


The Company agrees:


 


38

















 


(1)           to pay to the Trustee from time to time reasonable
compensation 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 the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and


 


(3)           to indemnify each of the Trustee and its officers,
directors, agents and employees for, and to hold it harmless against, any loss,
liability or expense incurred, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent resulting from its negligence or willful
misconduct.


 


As security for the
performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any) or interest on particular
Securities.


 


Without limiting any rights
available to the Trustee under applicable law, when the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 5.1(4) or
Section 5.1(5), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services of the Trustee are
intended to constitute expenses of administration under any applicable
Bankruptcy Law.


 


The provisions of this Section 6.7
shall survive the satisfaction and discharge of this Indenture and the
defeasance of the Securities.


 


Section 6.8           Disqualification;
Conflicting Interests.


 


Reference is made to Section 310(b) of
the Trust Indenture Act.  There shall be
excluded from the operation of Section 310(b)(1) of the Trust
Indenture Act this Indenture with respect to the Securities of more than one
series.


 


Section 6.9           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 a combined capital and surplus required by the Trust Indenture
Act, subject to supervision or examination by Federal or State authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  The Trustee
shall not be an obligor upon the Securities or an Affiliate thereof.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article Six.


 


39

















 


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 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(c)           The Trustee 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 at least 60 days prior to the
effectiveness of such removal.


 


(d)           If at any time:


 


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


 


(2)           the Trustee shall cease to be eligible under Section 6.9
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
net less than 60 days’ notice to the Trustee, (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.


 


(e)           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
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 Trustee appointed by the Company.  If no successor Trustee with respect


 


40

















 


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.


 


(f)            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 to all Holders of Securities of such series in the
manner provided in Section 1.7 within 60 days after such resignation,
removal or appointment.  Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


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


 


41

















 


(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, 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 and the Trust Indenture Act.


 


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, shall be the
successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article Six, 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.


 


Upon and so long as the
Indenture is qualified under the Trust Indenture Act, the Trustee is subject to
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship
listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned
or been removed is subject to Section 311(a) of the Trust Indenture Act to the
extent indicated.  For purposes of Section 311(b) of
the Trust Indenture Act,


 


(1)           the term “cash transaction” means any transaction in which
full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand;


 


(2)           the term “self-liquidating paper” means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Company for the purpose of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured
by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the creation of the
creditor relationship with the Company arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.


 


Section 6.14        Appointment
of Authenticating Agent.


 


The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at


 


42

















 


all
times 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 act as Authenticating Agent, having a combined
capital and surplus of not less than $100,000,000 and subject to supervision or
examination by Federal or State authority. 
If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company at least 60 days prior to the effectiveness of such resignation.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


Except with respect to an
Authenticating Agent appointed at the request of the Company, the Company shall
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section 6.14, and the Trustee shall be entitled to
be reimbursed by the Company for such payments, subject to the provisions of Section 6.7.


 


If an appointment with
respect to one or more series is made pursuant to this Section 6.14, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication in
the following form:


 


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


 


	
  

  	
   

  	
  [                                                                    ]

  	
  ,

  
	
   

  	
   

  	
  As Trustee 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


43
















 


ARTICLE VII


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


Section 7.1           Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


(a)           semi-annually, not more than 15 days
after each Regular Record Date for a series of Securities, a list for such
series of Securities, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of such series as of such
Regular Record Date, 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 if and
so long as the Trustee shall be the Security Registrar, no such list need be
furnished with respect to such series of Securities.


 


Section 7.2           Preservation
of Information; Communications to Holders.


 


(a)           The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.1
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar.  The Trustee may
destroy any list furnished to it as provided in Section 7.1 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 7.2(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 7.2(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 7.2(a) a
copy of the form


 


44

















 


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, 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 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 and the Trustee that none of the Company, nor the
Trustee nor any agent of any of them, 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 7.2(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 7.2(b).


 


Section 7.3           Reports
by Trustee.


 


Any Trustee’s report
required pursuant to Section 313(a) of the Trust Indenture Act shall
be dated as of May 15, and shall be transmitted within 60 days after May 15
of each year, commencing with the year                ,
by mail to all Holders, as their names and addresses appear in the Security
Register.  A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange upon which any Securities are listed, with the
Commission and with the Company.  The
Company will notify the Trustee when any Securities are listed on any stock
exchange.


 


Section 7.4           Reports
by Company.


 


The Company shall:


 


(a)           file with the Trustee, within 30 days
after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of 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 Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;


 


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


 


45

















 


(c)           transmit by mail to all Holders, as
their names and addresses appear in the Security Register, within 30 days after
the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to clauses (a) and
(b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


ARTICLE VIII


 


CONSOLIDATION, MERGER AND SALE


 


Section 8.1           Company
May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets as, or substantially as, an entirety to any Person
unless:


 


(1)           the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company, as, or substantially
as, an entirety shall be a corporation and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest on all the Securities and the performance or
observance of every other covenant of this Indenture on the part of the Company
to be performed or observed and shall have expressly provided for conversion
rights in respect of any series of Outstanding Securities with conversion
rights;


 


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


 


(3)           the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, sale, transfer or lease and such supplemental indenture, if
any, comply with this Article Eight and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Section 8.2           Successor
Substituted.


 


Upon any consolidation of
the Company with or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company, as,
or substantially as, an entirety in accordance with Section 8.1, the
successor or resulting Person formed by or resulting upon such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities and may
liquidate and dissolve.


 


46

















 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.1           Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


(2)           to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions as the Company shall consider
to be appropriate for the benefit of the Holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are
to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series)
or to surrender any right or power herein conferred upon the Company and to
make the occurrence, or the occurrence and continuance, of a Default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an
Event of Default or may limit the right of the Holders of a majority in
aggregate principal amount of the Securities of such series to waive such an
Event of Default; or


 


(3)           to add any additional Defaults or Events of Default in
respect of all or any series of Securities; or


 


(4)           to add to, change or eliminate 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; or


 


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


 


(6)           to Secure the
Securities of any series; or


 


(7)           to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1, including to reopen any series of any
Securities as permitted under Section 3.1; or


 


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


 


47

















 


(9)           to cure any ambiguity, defect or inconsistency; or


 


(10)         to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act or under any similar federal
statute subsequently enacted, and to add to this Indenture such other
provisions as may be expressly required under the Trust Indenture Act.


 


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


 


Section 9.2           Supplemental
Indentures with Consent of Holders.


 


With the consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of all series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


 


(1)           change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or


 


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


 


(3)           modify any of the provisions of this Section 9.2, Section 5.13
or Section 10.6, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby,
provided, however, that this clause (3) shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.1(9).


 


48

















 


A 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.


 


It shall not be necessary
for any Act of Holders under this Section 9.2 to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.


 


Section 9.3           Execution
of Supplemental Indentures.


 


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 be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4           Effect
of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture under this Article Nine, 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 9.5           Conformity
with Trust Indenture Act.


 


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


 


Section 9.6           Reference
in Securities to Supplemental Indentures.


 


Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine 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 10.1        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 any premium and interest on the Securities
of that series in accordance with the terms of the Securities and this
Indenture.


 


49

















 


Section 10.2        Maintenance
of Office or Agency.


 


The Company will maintain an
office or agency where Securities may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  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.


 


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.  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.


 


Except as otherwise
specified with respect to a series of Securities as contemplated by Section 3.1,
the Company hereby initially designates as the Place of Payment for each series
of Securities The City and State of New York, and initially appoints the
Trustee at its Corporate Trust Office as the Company’s office or agency for
each such purpose in such city.


 


Section 10.3        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 any premium 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 any premium and 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, prior to
each due date of the principal of and any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay the
principal and any premium 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.  For purposes of this Section 10.3, should
a due date for principal of and any premium or interest on, or sinking fund
payment with respect to any series of Securities not be on a Business Day, such
payment shall be due on the next Business Day without any interest for the
period from the due date until such Business Day.


 


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, that such Paying Agent
will:


 


(1)           hold all sums held by it for the payment of the principal
of and any premium 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 any premium or interest on the Securities of that
series; and


 


50

















 


(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.


 


Subject to any applicable
escheat or abandoned property laws, 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 any premium or interest on any Security of any series and
remaining unclaimed for one year after such principal and any premium 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, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


Section 10.4        Existence.


 


Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its 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.


 


Section 10.5        Statement
by Officers as to Default.


 


Annually, within 150 days
after the close of each fiscal year beginning with the first fiscal year during
which one or more series of Securities are Outstanding, the Company will
deliver to the Trustee a brief certificate (which need not include the
statements set forth in Section 1.3) from the principal executive officer,
principal financial officer or principal accounting officer of the Company as
to his or her knowledge of the Company’s compliance (without regard to any
period of grace or requirement of notice provided herein) with all conditions
and covenants under the Indenture and, if the Company shall be in Default,
specifying all such Defaults and the nature and status thereof of which such
officer has knowledge.


 


Section 10.6        Waiver
of Certain Covenants.


 


The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in Section 10.4 with respect to the Securities of any series if before the
time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities of all affected series (voting
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, but no such waiver


 


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shall
extend to or affect 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 duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


A waiver which changes or
eliminates any term, provision or condition 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 term, provision or condition, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series.


 


ARTICLE XI


 


REDEMPTION OF SECURITIES


 


Section 11.1        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 3.1 for Securities of any series) in accordance with this Article Eleven.


 


Section 11.2        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 15 days prior to the last date for the giving of notice of such
redemption (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed.  In the case
of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company
that is subject to a condition specified in the terms of the Securities of the
series to be redeemed, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.


 


Section 11.3        Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the
Securities of any series are to be redeemed (unless all of the Securities of
such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 45 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 and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series.


 


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.  If the
Securities of any series to be redeemed consist of Securities having different
dates on which the principal is payable or different rates of interest, or
different methods by which interest may be determined or have any other
different tenor or terms, then the Company may, by written notice to the
Trustee, direct that the Securities of such series to be redeemed shall be
selected from among the groups of such Securities having specified tenor or
terms and the Trustee shall thereafter select the particular


 


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Securities
to be redeemed in the manner set forth in the preceding paragraph from among
the group of such Securities so specified.


 


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 11.4        Notice
of Redemption.


 


Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.


 


All notices of redemption
shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price, or if not then ascertainable, the
manner of calculation thereof,


 


(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 will
become due and payable upon each such Security to be redeemed 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


 


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


 


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 request, by the Trustee in the name and at the
expense of the Company.


 


Section 11.5        Deposit
of Redemption Price.


 


Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money 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 11.6        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, 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,


 


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together
with accrued interest to the Redemption Date; provided, however, that unless
otherwise specified with respect to Securities of any series as contemplated in
Section 3.1, installments of interest whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 3.7.


 


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.


 


Section 11.7        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, within 30 days
after the surrender of such Security, authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and tenor, 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 XII


 


SINKING FUNDS


 


Section 12.1        Applicability
of Article.


 


The provisions of this Article Twelve
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 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 12.2. 
Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.


 


Section 12.2        Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (a) may
deliver Outstanding Securities of a series (other than any previously called
for redemption) and (b) may apply as a 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.


 


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Section 12.3        Redemption
of Securities for Sinking Fund.


 


Not less than 45 days prior
to each sinking fund payment date for any series of Securities (unless a
shorter period shall be satisfactory to the Trustee), the Company will deliver
to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 12.2 and
stating the basis for such credit and that such Securities have not been
previously so credited, and 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 to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 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 11.4.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE XIII


 


DEFEASANCE


 


Section 13.1        Applicability
of Article.


 


The provisions of this Article shall
be applicable to each series of Securities except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.


 


Section 13.2        Legal
Defeasance.


 


In addition to discharge of
the Indenture pursuant to Section 4.1, if the Company satisfies the
conditions set forth in clauses (1) through (6) below (hereinafter
“defeasance”), then (a) the Company shall be deemed to have paid and discharged
the entire indebtedness on all the Securities of such a series on the 91st day
after the date of the deposit referred to in clause (1) below and (b) the
provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect, except for the following which shall survive
until otherwise terminated or discharged hereunder:  (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund described in Section 13.4
and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when such payments
are due, (B) the Company’s obligations with respect to such Securities
under Sections 3.4, 3.5, 3.6, 3.7, 10.2 and 10.3, (C) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder and (D) this Article Thirteen.
Upon receipt of a Company Request following a defeasance, the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging such
defeasance. The conditions to be satisfied for a defeasance to occur are the
following:


 


(1)           The Company has irrevocably deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9
who shall agree to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purposes of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series cash, or
non-callable U.S. Government Obligations, or a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge the principal of and any premium and interest on


 


55

















 


the Outstanding Securities of such series on
the Stated Maturity of such principal or installment of principal or interest, as
the case may be, or on any Redemption Date established pursuant to clause (3) below;


 


(2)           The Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (a) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (b) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and such opinion shall confirm that,
the holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and defeasance
and will be subject to federal income tax on the same 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;


 


(3)           If the Securities are to be redeemed prior to Stated
Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee shall have
been made;


 


(4)           No Default or Event of Default shall have occurred and be
continuing on the date of such deposit;


 


(5)           Such defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 3.1; and


 


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


 


For this purpose, such
defeasance means that the Company and any other obligor upon the Securities of
such series shall be deemed to have paid and discharged the entire debt
represented by the Securities of such series, which shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 13.4 and the rights
and obligations referred to in clauses (A) through (D), inclusive, of the
first paragraph of this Section 13.2, and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned.


 


Notwithstanding the
foregoing, if an Event of Default specified in Subsection 5.1(4) or
5.1(5), or an event which with lapse of time would become such an Event of
Default, shall occur during the period ending on the 91st day after the date of
the deposit referred to in clause (1) or, if longer, ending on the day
following the expiration of the longest preference period applicable to the
Company in respect of such deposit, then, effective upon such occurrence, the
defeasance pursuant to this Section 13.2 and such deposit shall be
rescinded and annulled, and the Company, the Trustee and the Holders of the
Securities of such series shall be restored to their former positions.


 


Section 13.3        Covenant
Defeasance.


 


The Company and any other
obligor, if any, shall be released on the 91st day after the date of the
deposit referred to in clause (1) below from its obligations under
Sections 7.4, 8.1 and 10.4 with respect to the Securities of any series on and
after the date the conditions set forth below are satisfied (hereinafter,


 


56

















 


“covenant
defeasance”), and the Securities of such series shall thereafter be deemed to
be not “Outstanding” for the purposes of any request, demand, authorization,
direction, notice, waiver, consent or declaration or other action or Act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed Outstanding for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to the Securities of such series,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such Section or
by reason of any reference in such Section to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 5.1, but, except as specified
above, the remainder of this Indenture and the Securities of such series shall
be unaffected thereby.  The following
shall be the conditions to application of this Section 13.3:


 


(1)           The Company has irrevocably deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9
who shall agree to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series cash or U.S.
Government Obligations, or a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accounts expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
the principal of and any premium and interest on the Outstanding Securities of
such series on the Stated Maturity of such principal or installment of
principal or interest, as the case may be, or on any Redemption Date
established pursuant to clause (2) below;


 


(2)           If the Securities are to be redeemed prior to Stated
Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee shall have
been made;


 


(3)           No Event of Default, or an event which with notice or
lapse of time or both would become such an Event of Default, shall have
occurred and be continuing on the date of such deposit;


 


(4)           The Company shall have delivered to the Trustee an Opinion
of Counsel which shall confirm that the holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and covenant defeasance and will be subject to
federal income tax on the same amount and the same manner and at the same
times, as would have been the case if such deposit and covenant defeasance had
not occurred;


 


(5)           Such defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 3.1; and


 


57

















 


(6)           The Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel stating that all conditions precedent
provided for relating to the covenant defeasance contemplated by this provision
have been complied with.


 


Notwithstanding the
foregoing, if an Event of Default specified in Subsection 5.1(4) or
5.1(5), or an event which with lapse of time would become such an Event of
Default, shall occur during the period ending on the 91st day after the date of
the deposit referred to in clause (1) or, if longer, ending on the day
following the expiration of the longest preference period applicable to the
Company in respect of such deposit, then, effective upon such occurrence, the
defeasance pursuant to this Section 13.3 and such deposit shall be
rescinded and annulled, and the Company, the Trustee and the Holders of the
Securities of such series shall be restored to their former positions.


 


Section 13.4        Deposited
Money and U.S. Government Obligations to be Held in Trust.


 


Subject to the provisions of
the last paragraph of Section 10.3, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee - collectively, for purposes of this Section 13.4,
the “Trustee”) pursuant to Section 13.2 or 13.3 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such 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 Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but such money need not be segregated from other
funds except to the extent required by law. The Trustee shall be fully
protected if it invests such cash or funds received with respect to such U.S.
Government Securities in shares of investment companies that are registered
under the Investment Company Act that invest solely in U.S. Government
Obligations.


 


The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
the U.S. Government Obligations deposited pursuant to Section 13.2 or 13.3
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
Outstanding Securities of such series.


 


Section 13.5        Repayment
to Company; Qualifying Trustee.


 


The Trustee and any Paying
Agent promptly shall pay or return to the Company upon Company Request any
money and U.S. Government Obligations held by them at any time that, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the same certification given at the time of the deposit pursuant to Section 13.2
or 13.3, as applicable), are not required for the payment of the principal of
and any interest on the Securities of any series for which money or U.S.
Government Obligations have been deposited pursuant to Section 13.2 or
13.3.


 


The provisions of the last
paragraph of Section 10.3 shall apply to any money held by the Trustee or
any Paying Agent under this Article Thirteen that remains unclaimed for
one year after the Maturity of any series of Securities for which money or U.S.
Government obligations have been deposited pursuant to Section 13.2 or
13.3.


 


Any trustee appointed
pursuant to Section 13.2 or 13.3 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement
in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for
herein to the related defeasance or covenant defeasance have been complied
with.  In no event shall the Trustee be
liable for any acts or omissions of said trustee.


 


* * *


 


58

















 


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, the parties hereto have caused this Indenture to be duly
executed, as of                    .


 


	
  

  	
   

  	
  CORNELL COMPANIES, INC., as Issuer  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of New York Mellon Trust Company, N.A., as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: