Exhibit 4.2


 


 


COMMUNITY
HEALTH SYSTEMS INC.,


 


Issuer


 


 


WACHOVIA BANK,
NATIONAL ASSOCIATION,


 


Trustee


 












 


INDENTURE


 


Dated as
of            ,


 












 


Convertible
Debt Securities


 

















 


CROSS-REFERENCE
TABLE*


 


Reconciliation
and tie showing the location in the Indenture of the provisions inserted
pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of
1939, as amended.


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
  609

  
	
   

  	
  (a)(2)

  	
   

  	
  609

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  609

  
	
   

  	
  (b)

  	
   

  	
  608 and 610(d)

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 311

  	
  (a)

  	
   

  	
  613

  
	
   

  	
  (b)

  	
   

  	
  613

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
  701 and 702(a)

  
	
   

  	
  (b)

  	
   

  	
  702(b)

  
	
   

  	
  (c)

  	
   

  	
  702(c)

  
	
  Section 313 

  	
  (a)

  	
   

  	
  703(a)

  
	
   

  	
  (b)

  	
   

  	
  703(b)

  
	
   

  	
  (c)

  	
   

  	
  703(a) and 703(b)

  
	
   

  	
  (d)

  	
   

  	
  703(a)

  
	
  Section 314

  	
  (a)

  	
   

  	
  704

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)

  	
   

  	
  102

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  Section 315

  	
  (a)

  	
   

  	
  601(a)

  
	
   

  	
  (b)

  	
   

  	
  602 and 703(a)(7)

  
	
   

  	
  (c)

  	
   

  	
  601(b)

  
	
   

  	
  (d)

  	
   

  	
  601(c)

  
	
   

  	
  (d)(1)

  	
   

  	
  601(a)(1)

  
	
   

  	
  (d)(2)

  	
   

  	
  601(c)(2)

  
	
   

  	
  (d)(3)

  	
   

  	
  601(c)(3)

  
	
   

  	
  (e)

  	
   

  	
  514

  
	
  Section 316

  	
  (a)(1)(A)

  	
   

  	
  502 and 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
  Section 318

  	
  (a)

  	
   

  	
  107

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)

  	
   

  	
  107

  



 


 












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


 

















 


TABLE OF CONTENTS


 


	
  PARTIES

  	
   

  
	
   

  	
   

  
	
  RECITALS

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  1
  Definitions and Other Provisions of General Application

  	
   

  
	
   

  	
   

  
	
  Section 101. Definitions.

  	
   

  
	
   

  	
   

  
	
  Section 102. Compliance Certificates and
  Opinions.

  	
   

  
	
   

  	
   

  
	
  Section 103. Form of Documents Delivered to
  Trustee.

  	
   

  
	
   

  	
   

  
	
  Section 104. Acts of Holders.

  	
   

  
	
   

  	
   

  
	
  Section 105. Notices, Etc., to Trustee and
  the Company.

  	
   

  
	
   

  	
   

  
	
  Section 106. Notice to Holders; Waiver.

  	
   

  
	
   

  	
   

  
	
  Section 107. Conflict with Trust Indenture
  Act.

  	
   

  
	
   

  	
   

  
	
  Section 108. Effect of Headings and Table
  of Contents.

  	
   

  
	
   

  	
   

  
	
  Section 109. Successors and Assigns.

  	
   

  
	
   

  	
   

  
	
  Section 110. Separability Clause.

  	
   

  
	
   

  	
   

  
	
  Section 111. Benefits of Indenture.

  	
   

  
	
   

  	
   

  
	
  Section 112. Governing Law.

  	
   

  
	
   

  	
   

  
	
  Section 113. Non-Business Day.

  	
   

  
	
   

  	
   

  
	
  Section 114. Immunity of Incorporators,
  Stockholders, Directors and Officers.

  	
   

  
	
   

  	
   

  
	
  Section 115. Certain Matters Relating to
  Currencies.

  	
   

  
	
   

  	
   

  
	
  Section 116. Language of Notices, Etc.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  2 Security
  Forms

  	
   

  
	
   

  	
   

  
	
  Section 201. Forms of Securities.

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Section 203. Securities in Global Form.

  	
   

  
	
   

  	
   

  
	
  Section 204. CUSIP Numbers.

  	
   

  



 


i

















 


	
  ARTICLE
  3 The
  Securities

  	
   

  
	
   

  	
   

  
	
  Section 301. Title; Payment and Terms.

  	
   

  
	
   

  	
   

  
	
  Section 302. Denominations and Currencies.

  	
   

  
	
   

  	
   

  
	
  Section 303. Execution, Authentication,
  Delivery and Dating.

  	
   

  
	
   

  	
   

  
	
  Section 304. Temporary Securities and
  Exchange of Securities.

  	
   

  
	
   

  	
   

  
	
  Section 305. Registration, Registration of
  Transfer and Exchange.

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Section 307. Payment of Interest; Interest
  Rights Preserved.

  	
   

  
	
   

  	
   

  
	
  Section 308. Persons Deemed Owners.

  	
   

  
	
   

  	
   

  
	
  Section 309. Cancellation.

  	
   

  
	
   

  	
   

  
	
  Section 310. Computation of Interest.

  	
   

  
	
   

  	
   

  
	
  Section 311. Currency and Manner of
  Payments in Respect of Securities.

  	
   

  
	
   

  	
   

  
	
  Section 312. Appointment and Resignation of
  Currency Determination Agent.

  	
   

  
	
   

  	
   

  
	
  Section 313. Conversion Agent.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  4
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  
	
  Section 401. Satisfaction and Discharge of
  Indenture.

  	
   

  
	
   

  	
   

  
	
  Section 402. Survival of Certain
  Obligations.

  	
   

  
	
   

  	
   

  
	
  Section 403. Acknowledgment of Discharge by
  Trustee.

  	
   

  
	
   

  	
   

  
	
  Section 404. Application of Trust Moneys.

  	
   

  
	
   

  	
   

  
	
  Section 405. Repayment to the Company;
  Unclaimed Money.

  	
   

  
	
   

  	
   

  
	
  Section 406. Reinstatement.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  5 Remedies

  	
   

  
	
   

  	
   

  
	
  Section 501. Events of Default.

  	
   

  
	
   

  	
   

  
	
  Section 502. Acceleration of Maturity;
  Rescission and Annulment.

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Section 504. Trustee May File Proofs of
  Claim.

  	
   

  



 


ii

















 


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

  	
   

  
	
   

  	
   

  
	
  Section 506. Application of Money Collected.

  	
   

  
	
   

  	
   

  
	
  Section 507. Limitation on Suits.

  	
   

  
	
   

  	
   

  
	
  Section 508. Unconditional Right of Holders
  to Receive Principal (and Premium, if any) and Interest, if any.

  	
   

  
	
   

  	
   

  
	
  Section 509. Restoration of Rights and
  Remedies.

  	
   

  
	
   

  	
   

  
	
  Section 510. Rights and Remedies
  Cumulative.

  	
   

  
	
   

  	
   

  
	
  Section 511. Delay or Omission Not Waiver.

  	
   

  
	
   

  	
   

  
	
  Section 512. Control by Holders.

  	
   

  
	
   

  	
   

  
	
  Section 513. Waiver of Past Defaults.

  	
   

  
	
   

  	
   

  
	
  Section 514. Undertaking for Costs.

  	
   

  
	
   

  	
   

  
	
  Section 515. Waiver of Stay or Extension
  Laws.

  	
   

  
	
   

  	
   

  
	
  Section 516. Judgment Currency.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  6 The
  Trustee

  	
   

  
	
   

  	
   

  
	
  Section 601. Certain Duties and
  Responsibilities.

  	
   

  
	
   

  	
   

  
	
  Section 602. Notice of Defaults.

  	
   

  
	
   

  	
   

  
	
  Section 603. Certain Rights of Trustee.

  	
   

  
	
   

  	
   

  
	
  Section 604. Not Responsible for Recitals
  or Issuance of Securities.

  	
   

  
	
   

  	
   

  
	
  Section 605. May Hold Securities.

  	
   

  
	
   

  	
   

  
	
  Section 606. Money Held in Trust.

  	
   

  
	
   

  	
   

  
	
  Section 607. Compensation and
  Reimbursement.

  	
   

  
	
   

  	
   

  
	
  Section 608. Disqualification; Conflicting
  Interests.

  	
   

  
	
   

  	
   

  
	
  Section 609. Corporate Trustee Required;
  Different Trustees for Different Series; Eligibility.

  	
   

  
	
   

  	
   

  
	
  Section 610. Resignation and Removal;
  Appointment of Successor.

  	
   

  
	
   

  	
   

  
	
  Section 611. Acceptance of Appointment by
  Successor.

  	
   

  
	
   

  	
   

  
	
  Section 612. Merger, Conversion,
  Consolidation or Succession to Business.

  	
   

  
	
   

  	
   

  
	
  Section 613. Preferential Collection of
  Claims Against Company.

  	
   

  



 


iii

















 


	
  Section 614. Authenticating Agents.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  7 Holders’
  Lists and Reports by Trustee and the Company

  	
   

  
	
   

  	
   

  
	
  Section 701. Company to Furnish Trustee
  Names and Addresses of Holders.

  	
   

  
	
   

  	
   

  
	
  Section 702. Preservation of Information;
  Communications to Holders.

  	
   

  
	
   

  	
   

  
	
  Section 703. Reports by Trustee.

  	
   

  
	
   

  	
   

  
	
  Section 704. Reports by Company.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  8
  Consolidation, Merger, Conveyance or Transfer

  	
   

  
	
   

  	
   

  
	
  Section 801. Company May Consolidate, Etc.,
  Only on Certain Terms.

  	
   

  
	
   

  	
   

  
	
  Section 802. Successor Person Substituted.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  9
  Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  Section 901. Supplemental Indentures
  Without Consent of Holders.

  	
   

  
	
   

  	
   

  
	
  Section 902. Supplemental Indentures With
  Consent of Holders.

  	
   

  
	
   

  	
   

  
	
  Section 903. Execution of Supplemental
  Indentures.

  	
   

  
	
   

  	
   

  
	
  Section 904. Effect of Supplemental
  Indentures.

  	
   

  
	
   

  	
   

  
	
  Section 905. Conformity With Trust
  Indenture Act.

  	
   

  
	
   

  	
   

  
	
  Section 906. Reference in Securities to
  Supplemental Indentures.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  10
  Covenants

  	
   

  
	
   

  	
   

  
	
  Section 1001. Payment of Principal (and
  Premium, if any) and Interest, if any.

  	
   

  
	
   

  	
   

  
	
  Section 1002. Maintenance of Office or
  Agency.

  	
   

  
	
   

  	
   

  
	
  Section 1003. Money for Securities Payments
  To Be Held in Trust.

  	
   

  
	
   

  	
   

  
	
  Section 1004. Company to Reserve Common
  Stock.

  	
   

  
	
   

  	
   

  
	
  Section 1005. Statements as to Compliance.

  	
   

  
	
   

  	
   

  
	
  Section 1006. Corporate Existence.

  	
   

  
	
   

  	
   

  
	
  Section 1007. Taxes on Conversions.

  	
   

  
	
   

  	
   

  
	
  Section 1008. Waiver of Certain Covenants.

  	
   

  
	
   

  	
   

  
	
  Section 1009. Payment of Additional
  Amounts.

  	
   

  



 


iv

















 


	
  Section 1010. Calculation of Original Issue
  Discount.

  	
   

  
	
   

  	
   

  
	
  Section 1011. Statement by Officers as to
  Default.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  11
  Redemption of Securities

  	
   

  
	
   

  	
   

  
	
  Section 1101. Applicability of This
  Article.

  	
   

  
	
   

  	
   

  
	
  Section 1102. Election to Redeem; Notice to
  Trustee.

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Section 1104. Notice of Redemption.

  	
   

  
	
   

  	
   

  
	
  Section 1105. Deposit of Redemption Price.

  	
   

  
	
   

  	
   

  
	
  Section 1106. Securities Payable on
  Redemption Date.

  	
   

  
	
   

  	
   

  
	
  Section 1107. Securities Redeemed in Part.

  	
   

  
	
   

  	
   

  
	
  Section 1108. Tax Redemption; Special Tax
  Redemption.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  12 Sinking
  Funds

  	
   

  
	
   

  	
   

  
	
  Section 1201. Applicability of This
  Article.

  	
   

  
	
   

  	
   

  
	
  Section 1202. Satisfaction of Sinking Fund
  Payments With Securities.

  	
   

  
	
   

  	
   

  
	
  Section 1203. Redemption of Securities for
  Sinking Fund.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  13 Meetings
  of Holders of Securities

  	
   

  
	
   

  	
   

  
	
  Section 1301. Purposes for Which Meetings
  May Be Called.

  	
   

  
	
   

  	
   

  
	
  Section 1302. Call, Notice and Place of
  Meetings.

  	
   

  
	
   

  	
   

  
	
  Section 1303. Persons Entitled to Vote at
  Meetings.

  	
   

  
	
   

  	
   

  
	
  Section 1304. Quorum; Action.

  	
   

  
	
   

  	
   

  
	
  Section 1305. Determination of Voting
  Rights; Conduct and Adjournment of Meetings.

  	
   

  
	
   

  	
   

  
	
  Section 1306. Counting Votes and Recording
  Action of Meetings.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  14
  SUBORDINATION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 1401. Agreement to Subordinate.

  	
   

  
	
   

  	
   

  
	
  Section 1402. Distribution on Dissolution,
  Liquidation and Reorganization; Subrogation of Securities.

  	
   

  
	
   

  	
   

  
	
  Section 1403. No Payment on Securities in
  Certain Circumstances.

  	
   

  



 


v

















 


	
  Section 1404. Payments on Securities
  Permitted.

  	
   

  
	
   

  	
   

  
	
  Section 1405. Authorization of Holders to
  Trustee to Effect Subordination.

  	
   

  
	
   

  	
   

  
	
  Section 1406. Notices to Trustee.

  	
   

  
	
   

  	
   

  
	
  Section 1407. Trustee as Holder of Senior
  Indebtedness.

  	
   

  
	
   

  	
   

  
	
  Section 1408. Modifications of Terms of
  Senior Indebtedness.

  	
   

  
	
   

  	
   

  
	
  Section 1409. Reliance on Judicial Order or
  Certificate of Liquidating Agent.

  	
   

  



 


 


EXHIBITS


 


	
  EXHIBIT A.

  	
   

  	
  Form of Certificate To Be
  Delivered to Euroclear or Clearstream Banking by a Beneficial Owner of
  Securities in Order to Receive a Definitive Bearer Security in Exchange for
  an Interest in a Temporary Global Security or to Exchange an Interest in a
  Temporary Global Security for an Interest in a Permanent Global Security.

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B.

  	
   

  	
  Form of Certificate To Be Given to the
  Appropriate Trustee by Euroclear or Clearstream Banking Regarding the
  Exchange of a Temporary Global Security for Definitive Securities or for a
  Portion of a Permanent Global Security.

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C.

  	
   

  	
  Form of Certificate To Be Delivered to
  Euroclear or Clearstream Banking by a Beneficial Owner of Securities in Order
  to Receive Payment on a Temporary Global Security.

  
	
   

  	
   

  	
   

  
	
  EXHIBIT D.

  	
   

  	
  Form of Certificate To Be Given to the
  Appropriate Trustee by Euroclear or Clearstream Banking Regarding Payment on
  a Temporary Global Security.

  



 


vi

















 


INDENTURE
dated as of
                    
   ,
            ,
between COMMUNITY HEALTH SYSTEMS, INC., a corporation duly incorporated and
existing under the laws of Delaware and having its principal executive office
at 155 Franklin Road, Suite 400, Brentwood, Tennessee 37027 (hereinafter called
“the Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as Trustee (hereinafter called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


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


 


All things
necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done, and the Company proposes to do all
things necessary to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.


 


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 series thereof, as follows:


 


ARTICLE 1


 


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101. Definitions.


 


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


 


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


 


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


 


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


 

















 


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


 


Certain terms,
used principally in Article Three and Article Six, are defined in those
Articles.


 


“Act”, when used with respect to any
Holder, has the meaning specified in Section 104.


 


“Affiliate” means, with respect to a
specified Person, 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 to authenticate and deliver Securities on behalf of the Trustee for
the Securities of any series pursuant to Section 614.


 


“Authorized Newspaper” means a newspaper
customarily published at least once a day for at least five days in each
calendar week and of general circulation in New York City, in London and, to
the extent the Securities are listed on the Luxembourg Stock Exchange and the
Luxembourg Stock Exchange shall so require, in Luxembourg or, if it shall be
impracticable in the opinion of the Trustee for the Securities of the
appropriate series to make such publication, in another capital city in Western
Europe. Such publication (which may be in different newspapers) is expected to
be made in the Eastern edition of The Wall
Street Journal, in the London edition of the Financial Times and, if applicable, in the
Luxemburger Wort.


 


“Bearer Security” means any Security
established pursuant to Section 201 which is payable to bearer.


 


“Board of Directors” means, when used with
reference to the Company, either the board of directors or any duly authorized
committee of that board or any director or directors and/or officer or officers
to whom that board or committee shall have duly delegated its authority, of the
Company.


 


“Board Resolution” means, when used with
reference to the Company, (1) a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company, as the case may be, to have been duly
adopted by its Board of Directors and to be in full force and effect on the
date of such certification, or (2) a certificate signed by the director or
directors or officer or officers to whom the Board of Directors of the Company shall
have duly delegated its authority, and delivered to the Trustee for the
Securities of any series.


 


“Business Day” means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York or in the city in which the Corporate
Trust Office is located; provided, however, that, with respect to Securities
not denominated in Dollars, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in
the Principal Financial Center of the country issuing the Foreign Currency or
currency unit or, if the Foreign Currency or currency unit is euro, the day is
also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) System is open; provided, further, that, with respect
to LIBOR Securities, the day is also a London Business Day.


 


2

















 


“Capital Stock” means,
with respect to any Person, shares, interests, rights to purchase, warrants,
options, participation or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, but excluding
any debt securities convertible into such equity.


 


“Certificate of a Firm of Independent Public
Accountants” means a certificate signed by any firm of independent
public accountants of recognized standing selected by the Company. The term
“independent” when used with respect to any specified firm of public
accountants means such a firm which (1) is in fact independent, (2) does not
have any direct financial interest or any material indirect financial interest
in the Company or in any other obligor upon the Securities of any series or in
any affiliate of the Company or of such other obligor, and (3) is not connected
with the Company or such other obligor or any affiliate of the Company or of
such other obligor, as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions, but such firm may be
the regular auditors employed by the Company. 
Whenever it is herein provided that any Certificate of a Firm of
Independent Public Accountants shall be furnished to the Trustee for Securities
of any series, such Certificate shall state that the signer has read this
definition and that the signer is independent within the meaning hereof.


 


“Code” means the Internal Revenue Code of
1986, as amended, and the regulations thereunder.


 


“Clearstream Banking” means Clearstream
Banking S.A. or its successor.


 


“Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act, or if at any time after 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 on such date.


 


“Common Stock” means any stock of any class of
the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company and which is not subject to redemption by the
Company.  Subject to the provisions in
any particular series of securities, shares issuable on conversion or
repurchase of securities shall include only shares of common stock, par value
$.01 per share, of the Company of the type authorized at the date of this
instrument as originally executed or shares of any class or classes of common
stock resulting from any reclassification or reclassifications thereof;
provided, however, that if at any time there shall be more than one such
resulting class, the shares so issuable on conversion of securities shall
include shares of all such classes, and the shares of each such class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.


 


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


 


“Company Request” and “Company Order” mean a written request or
order signed in the name of the Company, as the case may be by (1) the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President
and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, as the case
may be, or (2) by any two Persons designated in a Company Order previously
delivered to the Trustee for Securities of any series by any two of the
foregoing officers and delivered to the Trustee for Securities of any series.


 


“Component Currency” has the meaning
specified in Section 311(e).


 


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“Conversion Agent” means Wachovia Bank,
National Association, or any Person authorized by the Company to convert
Securities in accordance with the terms of that series of Securities.


 


“Conversion Event” means the unavailability
of any Foreign Currency or currency unit due to the imposition of exchange
controls or other circumstances beyond the Company’s control.


 


“Corporate Trust Office” means the office
of the Trustee for Securities of any series at which at any particular time its
corporate trust business shall be principally administered, which office of
Wachovia Bank, National Association, at the date of the execution of this
Indenture, is located at 2525 West End Avenue, Suite 1200, Nashville, TN 37203,
Attention:  Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the
Company).


 


“corporation” includes corporations,
limited liability companies, associations, companies and business trusts.


 


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


 


“Currency Determination  Agent” means, with respect to Securities
of any series, unless otherwise specified in the Securities of any series, a
New York Clearing House bank designated pursuant to Section 301 or Section 312.


 


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


 


“Depositary” means, with respect to the
Securities of any series issuable or issued in the form of a Global Security,
the Person designated as Depositary by the Company pursuant to Section 301
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, “Depositary” as used with respect to the Securities of
any such series shall mean the Depositary with respect to the Securities of
that series.


 


“Determination Notice” has the meaning
specified in Section 1108(b).


 


“Dollars” and the sign “$” mean the currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts.


 


“Election Date” has the meaning specified
in Section 311(e).


 


“Euroclear” means Euroclear Bank S.A./N.V.
or its successor.


 


“Event of Default” has the meaning
specified in Section 501.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, as in force at the date as of which this
Indenture was executed; provided, however,
that in the event the Securities Exchange Act of 1934 is amended after such
date, “Exchange Act” means, to the extent required by any such amendment, the
Securities Exchange Act of 1934 as so amended.


 


“Exchange Date” has the meaning specified
in Section 304.


 


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“Foreign Currency” means a currency issued
and actively maintained as a country’s recognized unit of domestic exchange by
the government of any country other than the United States or by any recognized
confederation or association of such governments, and such term shall include,
without limitation, the euro.


 


“Global Exchange Agent” has the meaning
specified in Section 304.


 


“Global Securities” means Securities in global
form.


 


“Government Obligations” means securities
which are (i) direct obligations of the government which issued the currency in
which the Securities of a particular series are payable (except as provided in
Sections 311(b) and 311(d), in which case with respect to Securities for which
an election has occurred pursuant to Section 311(b), or a Conversion Event has
occurred as provided in Section 311(d), such obligations shall be issued in the
currency or currency unit in which such Securities are payable as a result of
such election or Conversion Event) or (ii) obligations of a Person controlled
or supervised by or acting as an agency or instrumentality of the government
which issued the currency in which the Securities of such series are payable
(except as provided in Sections 311(b) and 311(d), in which case with respect
to Securities for which an election has occurred pursuant to Section 311(b), or
a Conversion Event has occurred as provided in Section 311(d)), such
obligations shall be issued in the currency or currency unit in which such
Securities are payable as a result of such election or Conversion Event), the
payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable
in such currency and are not callable or redeemable at the option of the issuer
thereof.


 


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


 


“Identifying Numbers” has the meaning
specified in Section 204.


 


“Incur” means issue,
create, assume, guarantee, incur or otherwise become liable for; and the terms
“Incurred” and “Incurrence” have meanings correlative to the foregoing.


 


“Indenture” means this instrument as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of a particular series of Securities established as
contemplated by Section 301.


 


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


 


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


 


“Issue Date” means the date on which the
Securities of a particular series are originally issued under this Indenture.


 


“Judgment Date” has the meaning specified
in Section 516.


 


“LIBOR” means, with respect to any series
of Securities, the rate specified as LIBOR for such Securities in accordance
with Section 301.


 


5

















 


“LIBOR Currency” means the currency
specified pursuant to Section 301 as to which LIBOR will be calculated or, if
no currency is specified pursuant to Section 301, Dollars.


 


“LIBOR Security” means any Security which
bears interest at a floating rate calculated with reference to LIBOR.


 


“London Business Day” means, with respect
to any LIBOR Security, a day on which commercial banks are open for business,
including dealings in the LIBOR Currency, in London.


 


“Luxembourg Stock Exchange” means, unless
specified with respect to any particular series of Securities, the Luxembourg Stock
Exchange.


 


“Market Exchange Rate” means, with respect
to any Foreign Currency or currency unit on any date, unless otherwise
specified in accordance with Section 301, the noon buying rate in The City of
New York for cable transfers in such Foreign Currency or currency unit as
certified for customs purposes by the Federal Reserve Bank of New York for such
Foreign Currency or currency unit.


 


“Maturity” means, when used with respect to
any Security, the date on which the principal (or, if the context so requires,
in the case of an OID Security, a lesser amount) of that Security becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption, request for redemption,
repayment at the option of the holder, pursuant to any sinking fund or
otherwise.


 


“Notice of Default” has the meaning
specified in Section 501(3).


 


“Officers’  Certificate”
means, when used with reference to the Company, a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President or a Vice President (any reference herein to a Vice
President of the Company, as the case may be, shall be deemed to include any
Vice President of the Company, as the case may be, whether or not designated by
a number or a word or words added before or after the title “Vice President”),
and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, as the case
may be, and delivered to the Trustee for the Securities of any series.


 


“Opinion of Counsel” means, for purposes of
Section 1108, a written opinion of independent legal counsel and, for all other
purposes hereof, means a written opinion of counsel, who may be an employee of
or counsel to the Company or any Subsidiary of the Company.


 


“OID Security” means a Security which
provides for an amount (excluding any amounts attributable to accrued but
unpaid interest thereon) less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.


 


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


 


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


 


(2)   Securities or portions
thereof for whose payment or redemption money in the necessary amount and in
the required currency or currency unit has been theretofore deposited with the
Trustee for such Securities or any Paying Agent (other than the Company or any
other obligor upon the Securities) in trust or set aside and segregated in
trust by the Company or any


 


6

















 


other obligor
upon the Securities (if the Company or any other obligor upon the Securities
shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such
Securities or portions thereof are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture, or provision therefor
satisfactory to such Trustee has been made; and


 


(3)   Securities which have been
paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented proof satisfactory to the Trustee for such Securities that any such
Securities are held by a bona fide holder in due course;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or are present at a meeting of Holders for quorum purposes, (a)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee for such
Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
responsible officer of such Trustee actually knows to be so owned shall be so
disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of such 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, (b) the principal amount of an OID Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration pursuant to Section 502 and (c) the principal
amount of a Security denominated in a Foreign Currency or currency unit that
shall be deemed to be outstanding for such purposes shall be determined in
accordance with Section 115.


 


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


 


“Person” means any
individual, firm, corporation, partnership, joint venture, tribunal, trust,
government or political subdivision or agency or instrumentality thereof, or
any other entity or organization.


 


“Place of Payment” means, when used with
respect to the Securities of any particular series, the place or places where
the principal of (and premium, if any) and interest, if any, on the Securities
of that series are payable, as contemplated by Section 301 and 1002.


 


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


 


“Principal Financial Center” means, unless
otherwise specified in accordance with Section 301:


 


7

















 


(1)   the capital city of the
country issuing the Foreign Currency or currency unit, except that with respect
to Dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, South African rand and Swiss francs, the “Principal Financial Center”
will be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
Amsterdam, Johannesburg and Zurich, respectively; or


 


(2)   the capital city of the country
to which the LIBOR Currency relates, except that with respect to Dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, South
African rand and Swiss francs, the “Principal Financial Center” will be The
City of New York, Toronto, Frankfurt, Amsterdam, London, Johannesburg and
Zurich, respectively.


 


“Property” means any asset, revenue or any other property, including
Capital Stock, whether tangible or intangible, real or personal, including,
without limitation, any right to receive income.


 


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


 


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


 


“Registered Security” means any Security
established pursuant to Section 301 which is registered in the Security
Register.


 


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


 


“Responsible Officer” means, when used with
respect to the Trustee for any series of Securities, (i) any vice president,
assistant vice president, treasurer, assistant treasurer or any trust officer
of the Trustee who shall have direct responsibility for the administration of
the trust created by this Indenture or (ii) any other officer of the Corporate
Trust Department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject and who is charged with the administration of this
Indenture.


 


“Securities” means securities evidencing
indebtedness of the Company authenticated and delivered under this Indenture.


 


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


 


“Senior Indebtedness” means the principal
of, and premium, if any, and unpaid interest on (i) indebtedness of the Company
whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed or guaranteed, for money borrowed, including, without
limitation, the Company’s Credit Agreement, dated as of July 16, 2002, among
the Company, CHS/Community Health Systems, Inc., JPMorgan Chase Bank, as
administrative agent and the lenders parties thereto, as amended, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness is not senior or prior in
right of payment to the Securities, including the indebtedness guaranteed by
the Company, and (ii) renewals, extensions, modifications and refunding of


 


8

















 


such indebtedness.  Senior Indebtedness shall not include Indebtedness of the Company
to any of its Subsidiaries.


 


“series” of Securities means all Securities
denoted as part of the same series authorized by or pursuant to a particular Board
Resolution.


 


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


 


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


 


“Subsidiary” means, with respect to any
Person, any corporation, association, partnership or other business entity of
which more than 50% of the total voting power of shares of capital stock or
other interests (including partnership interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries
of such Person or (iii) one or more Subsidiaries of such Person.


 


“Substitute Date” has the meaning specified
in Section 516.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act 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.


 


“Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument and, subject to the provisions of Article Six hereof, shall also
include its successors and assigns as Trustee hereunder. If there shall be at
one time more than one Trustee hereunder, “Trustee”
shall mean each such Trustee and shall apply to each such Trustee only with
respect to those series of Securities with respect to which it is serving as
Trustee.


 


“United States” means, unless otherwise
specified with respect to Securities of any series, the United States of
America (including the states and the District of Columbia), its territories,
its possessions (which include, at the date of this Indenture, Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands) and other areas subject to its jurisdiction.


 


“United States Alien” has the meaning
specified in Section 1009.


 


“Yield to Maturity” means, when used with
respect to any OID Security, the yield to maturity, if any, set forth on the
face thereof.


 


Section 102. Compliance
Certificates and Opinions.


 


Upon any
application or request by the Company to the Trustee for any series of
Securities to take any action under any provision of this Indenture or any
supplement hereto, the Company shall furnish to such Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except


 


9

















 


that in the case of any such application or
request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.


 


Every
certificate (other than certificates provided pursuant to Section 1005) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 103. Form of
Documents Delivered to Trustee.


 


In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion 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 an Opinion of Counsel, or a certificate or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or representations
with respect to matters upon which his certificate or opinion is based are
erroneous.


 


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


 


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


 


Section 104. Acts of
Holders.


 


(a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or


 


10

















 


taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Thirteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee for the appropriate series of Securities and, where it
is hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee
for the appropriate series of Securities and the Company and any agent of such
Trustee or the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1306.


 


The Company
may at its discretion set a record date for purposes of determining the
identity of Holders of Registered Securities entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, but the
Company shall have no obligation to do so. 
If not set by the Company prior to the first solicitation of Holders of
Registered Securities of a particular series made by any Person in respect of
any such action, or, in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be 30 days prior to the first
solicitation of such vote or consent. 
Upon the fixing of such a record date, those persons who were Holders of
Registered Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled with respect to such Registered
Securities to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be Holders
after such record date.


 


(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 the certificate of any 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 an officer of a corporation or association
or a member of a partnership, or an official of a public or governmental body,
on behalf of such corporation, association, partnership or public or
governmental body or by a fiduciary, such certificate or affidavit shall also
constitute sufficient proof of his authority.


 


(c)  The fact and date of the execution by any
Person 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
for the appropriate series of Securities deems reasonably sufficient.


 


(d)  The principal amount and serial numbers of
Registered Securities held by any Person, and the date of holding the same,
shall be proved by the Security Register.


 


(e)  The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of holding the same, may be
proved by the production of such Bearer Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the
Trustee for such Securities to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited
to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by such Trustee to be satisfactory. The
Trustee for such Securities and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(2) such Bearer Security is produced to such Trustee by some other


 


11

















 


Person, (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner which the Company and the
Trustee for such Securities deem sufficient.


 


(f)  Any request, demand, authorization,
direction, notice, consent, waiver or other action by 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 for such Securities, the Security Registrar, any
Conversion Agent, any Paying Agent or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.


 


Section 105. Notices,
Etc., to Trustee and the Company.


 


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


 


(1)  the Trustee for a series of
Securities 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 such
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, Re: Community Health Systems, Inc., or if sent by facsimile
transmission, to a facsimile number provided by the Trustee, with a copy
mailed, first class postage prepaid to the Trustee addressed to it as provided
above, or


 


(2)  the Company by such Trustee
or by any Holder shall be sufficient for every purpose hereunder (except as
provided in paragraph (3) of Section 501) if furnished in writing and mailed,
first class postage prepaid, addressed in the case of the Company to it, to the
attention of the Chief Financial Officer, at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to such Trustee by the Company, or if
sent by facsimile transmission, to a facsimile number provided to the Trustee
by the Company, with a copy mailed, first class postage prepaid, to the Company
addressed to it as provided above.


 


Section 106. Notice
to Holders; Waiver.


 


Where this
Indenture provides for notice to Holders of any event, (1) such notice shall be
sufficiently given (unless otherwise herein expressly provided) to Holders of
Registered Securities if in writing and mailed, first class postage prepaid, to
each Holder affected by such event, at his or her 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; and (2) such notice
shall be sufficiently given (unless otherwise herein expressly provided) to
Holders of Bearer Securities if published in (a) an Authorized Newspaper on a
Business Day or (b) an electronic medium easily accessible by the Holders as
may be specified by the Company to such Holders, such publication to be not
earlier than the earliest date, and not later than the latest date, prescribed
herein for the giving of such notice. 
Any such notice by publication shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first publication.


 


In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein. Any notice


 


12

















 


mailed in the manner prescribed by this
Indenture shall be conclusively deemed to have been given whether or not
received by any particular Holder. 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 to Holders of Registered Securities by mail, then such
notification as shall be made with the reasonable approval of the Trustee for
such Securities shall constitute a sufficient notification for every purpose
hereunder.


 


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


 


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 for such Securities, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


Section 107. Conflict
with Trust Indenture Act.


 


If any
provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 through 317, inclusive, of the Trust Indenture Act through the
operation of Section 318(c) thereof, such imposed duties 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 provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.


 


Section 108. 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 109. 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 110. Separability
Clause.


 


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


 


Section 111. Benefits
of Indenture.


 


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


 


13

















 


Section 112. Governing
Law.


 


This Indenture
and the Securities shall be governed by, and construed in accordance with, the
laws of the State of New York.


 


Section 113. Non-Business
Day.


 


Unless
otherwise stated with respect to Securities of any series, in any case where
any Interest Payment Date, Redemption Date or Stated Maturity of a Security of
any particular series shall not be a Business Day at any Place of Payment with
respect to Securities of that series, then (notwithstanding any other provision
of this Indenture or of the Securities or coupons) payment of principal of (and
premium, if any) and interest, if any, with respect to such Security 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 on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.


 


Section 114. Immunity
of Incorporators, Stockholders, Directors and Officers.


 


No recourse
shall be had for the payment of the principal of (and premium, if any), or the
interest, if any, on any Security or coupon of any series, or for any claim
based thereon, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, director, officer or employee, as such,
past, present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment of penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and coupons of
each series are solely corporate obligations, and that no personal liability
whatever shall attach to, or is incurred by, any incorporator, stockholder,
director, officer or employee, past, present or future, of the Company or of
any successor corporation, either directly or indirectly through the Company or
any successor corporation, because of the incurring of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or coupons
of any series, or to be implied herefrom or therefrom; and that all such
personal liability is hereby expressly released and waived as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issuance of the Securities and coupons of each series.


 


Section 115. Certain
Matters Relating to Currencies.


 


Subject to
Section 311, each reference to any currency or currency unit in any Security,
or in the Board Resolution or supplemental indenture relating thereto, shall
mean only the referenced currency or currency unit and no other currency or
currency unit.


 


The Trustee
shall segregate moneys, funds and accounts held by the Trustee in one currency
or currency unit from any moneys, funds or accounts held in any other
currencies or currency units, notwithstanding any provision herein which would
otherwise permit the Trustee to commingle such amounts.


 


Whenever any
action or Act is to be taken hereunder by the Holders of Securities denominated
in a Foreign Currency or currency unit, then for purposes of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a Foreign Currency or currency unit
shall be deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of a spot rate of exchange specified to the
Trustee for such series in an


 


14

















 


Officers’ Certificate for such Foreign
Currency or currency unit into Dollars as of the date the taking of such action
or Act by the Holders of the requisite percentage in principal amount of the
Securities is evidenced to such Trustee.


 


Section 116. Language
of Notices, Etc.


 


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


 


ARTICLE 2


 


SECURITY FORMS


 


Section 201. Forms
of Securities.


 


The Registered
Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in such form or forms (including global
form) as shall be established by or pursuant to a Board Resolution of the
Company, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as the Company may reasonably deem appropriate and as may be required
to comply with any law, with any rule or regulation made pursuant thereto, with
any rules of any securities exchange, automated quotation system or clearing
agency or to conform to usage, as may, consistently herewith, be determined by
the officers executing such Securities or coupons, as evidenced by their
execution of such Securities or coupons. If temporary Securities of any series
are issued in global form as permitted by Section 304, the form thereof shall
be established as provided in the preceding sentence.


 


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


 


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


 


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


 


Subject to
Section 614, the Certificate of Authentication on all Securities shall be in
substantially the following form:


 


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


 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Authorized Signatory

  	
   

  



 


15

















 


Section 203. Securities
in Global Form.


 


If any
Security of a series is issuable in global form, such Security may provide that
it shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased
or reduced to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee and in
such manner as shall be specified in such Security. Any instructions by the
Company with respect to a Security in global form, after its initial issuance,
shall be in writing but need not comply with Section 102.


 


Global
Securities may be issued in either registered or bearer form and in either
temporary or permanent form.


 


Any Security
issued in global form shall bear the following legend:


 


THIS NOTE 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.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF                               OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE
TO                              OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
                         ,
HAS AN INTEREST HEREIN.


 


Section 204. CUSIP
Numbers.


 


The Company in
issuing the Securities may use “CUSIP” numbers (if then generally in use) or
other identifying numbers (“Identifying Numbers”) and, if so, the Trustee shall
use such Identifying Numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such Identifying 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 identifying numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly
notify the Trustee of any change in the Identifying Numbers.


 


16

















 


ARTICLE 3


 


THE SECURITIES


 


Section 301. Title;
Payment and Terms.


 


The aggregate principal
amount of Securities which may be authenticated and delivered and Outstanding
under this Indenture is unlimited. The Securities may be issued up to the
aggregate principal amount of Securities from time to time authorized by or
pursuant to Board Resolutions of the Company.


 


The Securities
may be issued in one or more series, each of which shall be issued pursuant to
Board Resolutions of the Company.  There
shall be established in one or more Board Resolutions or pursuant to one or
more Board Resolutions of the Company and, subject to Section 303, set forth
in, or determined in the manner provided in, an Officer’s Certificate of the
Company, or established in one or more supplemental indentures hereto, prior to
the issuance of Securities of any series all or any of the following, as
applicable (each of which, if so provided, may be determined from time to time
by the Company with respect to unissued Securities of that series and set forth
in the Securities of that series when issued from time to time):


 


(1)  the title of the Securities
of that series (which shall distinguish the Securities of that series from all
other series of Securities);


 


(2)  the conversion price or
conversion rate or calculation method for the conversion price or conversion
rate, and other provisions relating to conversion, including, without
limitation, conversion period, how the conversion period will be determined,
treatment in case of consolidation, merger or sale of assets, provisions for
rights issued in respect of Common Stock, responsibility of the Trustee for the
conversion provisions, provisions for exercise of conversion privilege,
provisions for payment of cash in lieu of fractional shares, provisions for
adjustment of the conversion rate, provisions for conversion of securities
called for redemption, and other terms and conditions for conversion of the
convertible debt securities of that series into Common Stock;


 


(3)  any limit upon the
aggregate principal amount of the Securities of that 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 that series pursuant to Section 304,
305, 306, 906 or 1107) and whether that series may be reopened for additional
Securities of that series; in the event that such series of Securities may be
reopened from time to time for issuance of additional Securities of such
series, the terms thereof shall indicate whether any such additional Securities
shall have the same terms as the prior Securities of such series or whether the
Company may establish additional or different terms with respect to such
additional Securities;


 


(4)  whether Securities of that
series are to be issuable as Registered Securities, Bearer Securities or both
and any restrictions on the exchange of one form of Securities for another and
on the offer, sale and delivery of the Securities in either form;


 


(5)  the date or dates (or
manner of determining the same) on which the principal of the Securities of
that series is payable (which, if so provided in such Board Resolutions, may be
determined by the Company from time to time and set forth in the Securities of
the series issued from time to time);


 


17

















 


(6)  the rate or rates (or the
manner of calculation thereof) at which the Securities of that series shall
bear interest (if any), the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable (or
manner of determining the same) and the Regular Record Date for the interest
payable on any Registered Securities on any Interest Payment Date and the
extent to which, or the manner in which, any interest payable on a temporary
Global Security on an Interest Payment Date will be paid if other than in the
manner provided in Section 307;


 


(7)  the place or places where,
subject to the provisions of Section 1002, the principal of (and premium, if
any) and interest, if any, on Securities of that series shall be payable, any
Registered Securities of that series may be surrendered for registration of
transfer, any Securities of that series may be surrendered for exchange, and
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served;


 


(8)  the period or periods
within which (or manner of determining the same), the price or prices at which
(or manner of determining the same), the currency or currency unit in which,
and the terms and conditions upon which Securities of that series may be
redeemed, in whole or in part, at the option of the Company, and any
remarketing arrangements with respect to the Securities of that series;


 


(9)  the obligation, if any, of
the Company to redeem, repay or purchase Securities of that series pursuant to
any sinking fund or analogous provisions, upon a change of control or at the
option of a Holder thereof, and the period or periods within which (or manner
of determining the same), the price or prices at which (or manner of
determining the same), the currency or currency unit in which, and the terms
and conditions upon which, Securities of that series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


 


(10)  if the currency in which
the Securities of that series shall be issuable is Dollars, the denominations
in which any Registered Securities of that series shall be issuable, if other
than denominations of $1,000 and any integral multiple thereof, and the denominations
in which any Bearer Securities of that series shall be issuable, if other than
the denomination of $5,000;


 


(11)  if other than the
principal amount thereof, the portion of the principal amount of Securities of
that series which shall be payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502;


 


(12)  if other than Dollars, the
currency or currency unit in which payment of the principal of (and premium, if
any) or interest, if any, on the Securities of that series shall be made or in
which the Securities of that series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of
the provisions of Section 311;


 


(13)  the inapplicability of any
Event of Default or covenant set forth in Article 10 hereof to the Securities
of that series, or the applicability of any other Events of Defaults or
covenants in addition to the Events of Default or covenants set forth herein to
Securities of that series;


 


(14)  if a Person other than
Wachovia Bank, National Association is to act as Trustee for the Securities of
that series, the name and location of the Corporate Trust Office of such
Trustee;


 


18

















 


(15)  if other than as set forth
in Article Four, provisions for the satisfaction and discharge of this
Indenture with respect to the Securities of that series;


 


(16)  the date as of which any
Bearer Securities of that series and any Global Security representing
Outstanding Securities of that series shall be dated if other than the date of
original issuance of the first Security of that series to be issued;


 


(17)  the application, if any,
of Section 1009 to the Securities of that series;


 


(18)  whether the Securities of
the series shall be issued in whole or in part in the form of a Global Security
or Securities and, in such case, the Depositary and Global Exchange Agent, if
any, for such Global Security or Securities, whether such global form shall be
permanent or temporary and, if applicable, the Exchange Date;


 


(19)  if Securities of the
series are to be issuable initially in the form of a temporary Global Security,
the circumstances under which the temporary Global Security can be exchanged
for definitive Securities and whether the definitive Securities will be
Registered Securities and/or Bearer Securities and will be in global form and
whether interest in respect of any portion of such Global Security payable in
respect of an Interest Payment Date prior to the Exchange Date shall be paid to
any clearing organization with respect to a portion of such Global Security
held for its account and, in such event, the terms and conditions (including
any certification requirements) upon which any such interest payment received
by a clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date if other than as provided in this Article
Three;


 


(20)  the forms of the
Securities of that series; and


 


(21)  any other terms of that
series (which terms shall not be inconsistent with the requirements of the
Trust Indenture Act).


 


Unless
otherwise provided in the Board Resolutions establishing a particular series of
Securities, the Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Fourteen.


 


All Securities
of any particular series and the coupons appertaining to any Bearer Securities
of such series shall be substantially identical except as to denomination, rate
of interest, Stated Maturity and the date from which interest, if any, shall
accrue, and except as may otherwise be provided in or pursuant to such Board
Resolutions and set forth in such Officer’s Certificate relating thereto or
provided in or pursuant to any supplemental indenture hereto. The terms of such
Securities, as set forth above, may be determined by the Company from time to
time if so provided in or established pursuant to the authority granted in
Board Resolutions.  All Securities of
any one series need not be issued at the same time, and unless otherwise
provided, a series may be reopened for issuance of additional Securities of
such series.


 


Prior to the
delivery of a Security of any series in any such form to the Trustee for the
Securities of such series for authentication, the Company shall deliver to such
Trustee the following:


 


(1)           The Board Resolution
of the Company by or pursuant to which such form of Security have been approved
and, if applicable, the supplemental indenture by or pursuant to which such
form of Security has been approved;


 


19

















 


(2)            An Officers’
Certificate of the Company dated the date such Certificate is delivered to such
Trustee satisfying the requirements of Sections 102 and 103, and stating that
all conditions precedent provided for in this Indenture relating to the
authentication and delivery of Securities in such forms have been complied
with; and


 


(3)           An Opinion of
Counsel satisfying the requirements of Sections 102 and 103 substantially to
the effect that Securities in such forms, together with any coupons
appertaining thereto, when (a) completed by appropriate insertions and executed
and delivered by the Company to such Trustee for authentication in accordance
with this Indenture, (b) authenticated and delivered by such Trustee in
accordance with this Indenture, and (c) issued by the Company in the manner and
subject to the conditions specified in such Opinion of Counsel, will constitute
the legal, valid and binding obligations of the Company, subject to the effects
of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium,
insolvency and other similar laws generally affecting creditors’ rights, to
general equitable principles, to an implied covenant of good faith and fair
dealing and to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities.


 


Section 302. Denominations
and Currencies.


 


Unless
otherwise provided with respect to any series of Securities as contemplated by
Section 301, any Registered Securities of a series other than Registered
Securities issued in global form (which may be of any denomination) shall be
issuable in denominations of $1,000 and any integral multiple thereof, and any
Bearer Securities of a series other than Bearer Securities issued in global for
(which may be of any denomination) shall be issuable in the denomination of
$5,000, or the equivalent amounts thereof in the case of Registered Securities
and Bearer Securities denominated in a Foreign Currency or currency unit.


 


Section 303. Execution,
Authentication, Delivery and Dating.


 


The Securities
and any related coupons shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, or its President, Chief
Executive Officer or one of its Vice Presidents. The Securities shall be so
executed under the corporate seal of the Company reproduced thereon and
attested to by its Secretary or any one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.


 


Securities and
coupons 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 together with any coupons
appertaining thereto, executed by the Company to the Trustee for the Securities
of such series for authentication, together with a Company Order for the
authentication and delivery of such Securities, and such Trustee, in accordance
with the Company Order, shall authenticate and deliver such Securities; provided, however, that, during the
“restricted period” (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United
States Treasury Regulations), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided, further, that a Bearer Security may be delivered
outside the United States in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished to the
Trustee for the Securities of such series a certificate substantially in the
form set forth in Exhibit A to this Indenture. If any Security shall be
represented by a permanent Global Security, then, for


 


20

















 


purposes of this Section and Section 304, the
notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary Global Security
shall be deemed to be delivery in connection with the original issuance of such
beneficial owner’s interest in such permanent Global Security. Except as
permitted by Section 306 or 307, the Trustee for the Securities of a series
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured other than matured coupons in default have
been detached and cancelled. If all the Securities of any one series are not to
be issued at one time and if a Board Resolution relating to such Securities
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities, including, without limitation,
procedures with respect to interest rate, Stated Maturity, date of issuance and
date from which interest, if any, shall accrue.


 


Notwithstanding
any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board
Resolution, Officers’ Certificate and Opinion of Counsel otherwise required
pursuant to Sections 102 and 301 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.


 


Each
Registered Security shall be dated the date of its authentication, and, unless
otherwise specified as contemplated by Section 301, each Bearer Security shall
be dated as of the date of original issuance of the first Security of such
series to be issued.


 


No Security or
coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein manually executed by the Trustee for such Security or on
its behalf pursuant to Section 614, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder.


 


In case any
Securities shall have been authenticated, but not delivered, by the Trustee or
the Authenticating Agent for such series then in office, any successor by
merger, conversion or consolidation to such Trustee, or any successor
Authenticating Agent, as the case may be, may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated
such Securities.


 


Each
Depositary designated pursuant to Section 301 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation.


 


The Trustee
shall have the right to decline to authenticate and deliver any Securities
under this Section if the Trustee, being advised by counsel, determines that
such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to
existing Holders.


 


Section 304. Temporary
Securities and Exchange of Securities.


 


Pending the
preparation of definitive Securities of any particular series, the Company may
execute, and upon Company Order the Trustee for the Securities of such series
shall authenticate and deliver, in the manner specified in Section 303,
temporary Securities which are printed, lithographed, typewritten, photocopied
or otherwise produced, in any denomination, with like terms and conditions as
the definitive Securities of like series in lieu of which they are issued in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine,
as


 


21

















 


evidenced by their execution of such
Securities.  Any such temporary
Securities may be in global form, representing such of the Outstanding
Securities of such series as shall be specified therein.


 


Except in the
case of temporary Securities in global form (which shall be exchanged only in
accordance with the provisions of the following paragraphs or as otherwise
provided in or pursuant to a Board Resolution or a Supplemental Indenture), if
temporary Securities of any particular series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of such definitive Securities, the temporary
Securities of such series shall be exchangeable for such definitive Securities
of a like Stated Maturity and with like terms and provisions upon surrender of
the temporary Securities of such series, together with all unmatured coupons
and matured coupons in default, if any, 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
particular series, the Company shall execute and (in accordance with a Company
Order delivered at or prior to the authentication of the first definitive
Security of such series) the Trustee for the Securities of such series or the Global
Exchange Agent shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series and of a like Stated Maturity and with like terms and provisions; provided, however, unless otherwise
specified pursuant to Section 301, no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided, further, that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security
only in compliance with the conditions set forth in Section 303. Until
exchanged as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and with like terms and conditions,
except as to payment of interest, if any, authenticated and delivered
hereunder.


 


Any temporary
Global Security and any permanent Global Security shall, unless otherwise
provided therein, be delivered to a Depositary designated pursuant to Section
301.


 


Without
unnecessary delay but in any event not later than the date specified in or
determined pursuant to the terms of any such temporary Global Security (the
“Exchange Date”), the Securities represented by any temporary Global Security
of a series of Securities issuable in bearer form may be exchanged for
definitive Securities (subject to the second succeeding paragraph) or
Securities to be represented thereafter by one or more permanent Global


 


22

















 


Securities, without interest coupons. On or
after the Exchange Date such temporary Global Security shall be surrendered by
the Depositary to the Trustee for such Security, as the Company’s agent for
such purpose, or the agent appointed by the Company pursuant to Section 301 to
effect the exchange of the temporary Global Security for definitive Securities
(the “Global Exchange Agent”), and following such surrender, such Trustee or
the Global Exchange Agent (as authorized by the Trustee as an Authenticating
Agent pursuant to Section 614) shall (1) endorse the temporary Global Security
to reflect the reduction of its principal amount by an equal aggregate
principal amount of such Security, (2) endorse the applicable permanent Global
Security, if any, to reflect the initial amount, or an increase in the amount
of Securities represented thereby, (3) manually authenticate such definitive
Securities or such permanent Global Security, as the case may be, (4) subject to
Section 303, deliver such definitive Securities to the Holder thereof or, as
the case may be, deliver such permanent Global Security to the Depositary to be
held outside the United States for the accounts of Euroclear and Clearstream
Banking, for credit to the respective accounts at Euroclear and Clearstream
Banking, designated by or on behalf of the beneficial owners of such Securities
(or to such other accounts as they may direct) and (5) redeliver such temporary
Global Security to the Depositary, unless such temporary Global Security shall
have been cancelled in accordance with Section 309 hereof; provided, however, that, unless otherwise
specified in such temporary Global Security, upon such presentation by the
Depositary, such temporary Global Security shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary Global Security held for its
account then to be exchanged for definitive Securities or one or more permanent
Global Securities, as the case may be, and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream Banking, as to the portion
of such temporary Global Security held for its account then to be exchanged for
definitive Securities or one or more permanent Global Securities, as the case
may be, each substantially in the form set forth in Exhibit B to this
Indenture. Each certificate substantially in the form of Exhibit B hereto of
Euroclear or Clearstream Banking, as the case may be, shall be based on
certificates of the account holders listed in the records of Euroclear or
Clearstream Banking, as the case may be, as being entitled to all or any
portion of the applicable temporary Global Security. An account holder of
Euroclear or Clearstream Banking, as the case may be, desiring to effect the
exchange of interest in a temporary Global Security for an interest in
definitive Securities or one or more permanent Global Securities shall instruct
Euroclear or Clearstream Banking, as the case may be, to request such exchange
on its behalf and shall deliver to Euroclear or Clearstream Banking, as the
case may be, a certificate substantially in the form of Exhibit A hereto and
dated no earlier than 15 days prior to the Exchange Date. Until so exchanged,
temporary Global Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities and permanent Global
Securities of the same series authenticated and delivered hereunder, except as
provided in the fourth succeeding paragraph.


 


The delivery
to the Trustee for the Securities of the appropriate series or the Global
Exchange Agent by Euroclear or Clearstream Banking of any certificate
substantially in the form of Exhibit B hereto may be relied upon by the Company
and such Trustee or the Global Exchange Agent as conclusive evidence that a
corresponding certificate or certificates has or have been delivered to
Euroclear or to Clearstream Banking, as the case may be, pursuant to the terms
of this Indenture.


 


On or prior to
the Exchange Date, the Company shall deliver to the Trustee for the Securities
of the appropriate series or the Global Exchange Agent definitive Securities or
one or more permanent Global Securities in aggregate principal amount equal to
the principal amount of such temporary Global Security, executed by the Company
in the case of the Securities. At any time, on or after the Exchange Date, upon
30 days’ notice to the Trustee for the Securities of the appropriate series or
the Global Exchange Agent by Euroclear or Clearstream Banking, as the case may
be, acting at the request of or on behalf of the beneficial owner, a Security
represented by a temporary Global Security or a permanent Global Security, as
the case may be, may be exchanged, in whole or from time to time in part, for
definitive Securities without charge and such Trustee or the Global Exchange
Agent shall authenticate and deliver, in exchange for each portion of such
temporary Global Security or such permanent Global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and with like terms and provisions as the portion of such
temporary Global Security or such permanent Global Security to be exchanged,
which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as contemplated by Section 301, shall
be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that definitive Bearer
Securities shall be delivered in exchange for a portion of the temporary Global
Security or the permanent Global Security only in compliance with the
requirements of the second preceding paragraph. On or prior to the thirtieth
day following receipt by the Trustee for the Securities of the appropriate
series or the Global Exchange Agent of such notice with respect to a Security,
or, if such day is not a Business Day, the next succeeding Business Day, the
temporary Global Security or the permanent Global Security, as the case may be,
shall be surrendered by the Depositary to such Trustee, as the Company’s agent
for such purpose, or the Global Exchange Agent to be exchanged in whole, or
from time to time in part, for definitive Securities without charge following
such surrender, upon the request of Euroclear or Clearstream Banking, as the
case may be, and such Trustee or the Global Exchange Agent shall (1) endorse
the applicable temporary Global Security or the permanent Global Security to
reflect the reduction of its principal amount by the aggregate principal amount
of such Security, (2) in accordance with procedures acceptable to the Trustee
cause the terms of such Security and coupons, if any, to be entered on a
definitive Security, (3) manually authenticate such definitive


 


23

















 


Security and (4) if a Bearer Security is to
be delivered, deliver such definitive Security outside the United States to Euroclear
or Clearstream Banking, as the case may be, for or on behalf of the beneficial
owner thereof, in exchange for a portion of such permanent Global Security.


 


Unless
otherwise specified in such temporary Global Security or permanent Global
Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary Global Security or permanent Global Security, except
that a Person receiving definitive Securities must bear the cost of any taxes,
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices
of Euroclear or Clearstream Banking. 
Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary Global Security or a permanent Global Security shall be
delivered only outside the United States.


 


Until
exchanged in full as hereinabove provided, any temporary Global Security or
permanent Global Security shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and with like
terms and conditions, except as to payment of interest, if any, authenticated
and delivered hereunder.  Unless
otherwise specified as contemplated by Section 301, interest payable on such
temporary Global Security on an Interest Payment Date for Securities of such
series shall be payable to Euroclear and Clearstream Banking on such Interest
Payment Date upon delivery by Euroclear and Clearstream Banking to the Trustee
for the Securities of the appropriate series or the Global Exchange Agent in
the case of payment of interest on a temporary Global Security with respect to
an Interest Payment Date occurring prior to the applicable Exchange Date of a
certificate or certificates substantially in the form set forth in Exhibit C to
this Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such Global Security on such Interest Payment Date and who have, in
the case of payment of interest on a temporary Global Security with respect to
an Interest Payment Date occurring prior to the applicable Exchange Date, each
delivered to Euroclear or Clearstream Banking, as the case may be, a
certificate substantially in the form set forth in Exhibit D to this Indenture.


 


Any definitive
Bearer Security authenticated and delivered by the Trustee for the Securities
of the appropriate series or the Global Exchange Agent in exchange for a
portion of a temporary Global Security or a permanent Global Security shall not
bear a coupon for any interest which shall theretofore have been duly paid by
such Trustee to Euroclear or Clearstream Banking or by the Company to such
Trustee in accordance with the provisions of this Section 304.


 


With respect
to Exhibits A, B, C and D to this Indenture, the Company may, in its discretion
and if required or desirable under applicable law, substitute one or more other
forms of such exhibits for such exhibits, eliminate the requirement that any or
all certificates be provided, or change the time that any certificate may be
required, provided that such
substitute form or forms or notice of elimination or change of such
certification requirement have theretofore been delivered to the Trustee with a
Company Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee.


 


24

















 


Section 305. Registration,
Registration of Transfer and Exchange.


 


The Company
shall cause to be kept at the Corporate Trust Office of the Trustee for the
Securities of each series 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 Registered Securities and of transfers of
Registered Securities.  The Trustee for
the Securities of each series is hereby initially appointed “Security
Registrar” for the purpose of registering Registered Securities and transfers
of Registered Securities of such series as herein provided.


 


Upon surrender
for registration of transfer of any Registered Security of any particular
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee for the Securities of each
series shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of any authorized
denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions.


 


Except as set
forth below, at the option of the Holder, Registered Securities of any
particular series may be exchanged for other Registered Securities of any
authorized denominations, and of a like Stated Maturity and of a like series
and aggregate principal amount and with like terms and conditions upon
surrender of the Registered Securities to be exchanged at such office or
agency.  Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee for such
Securities shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive. 
Except as otherwise specified pursuant to Section 301, Registered
Securities may not be exchanged for Bearer Securities.


 


Notwithstanding
any other provision of this Section or Section 304, unless and until it is
exchanged in whole or in part for Registered Securities in definitive form, a
Global Security representing all or a portion of the Registered Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.


 


If (but not
only if) permitted by the applicable Board Resolution and (subject to Section
308) set forth in the applicable Officer’s Certificate, at the option of the
Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and with like terms and provisions upon surrender of
the Bearer Securities to be exchanged at any office or agency of the Company in
a Place of Payment for that series, with all unmatured coupons and all matured
coupons in default thereto appertaining. 
If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company (or to the Trustee for the Security in case of
matured coupons in default) in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and such Trustee if there is furnished to them
such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency of the Company in a Place of Payment for that series located outside the
United States.  Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such


 


25

















 


office or agency in exchange for a Registered
Security of the same series and with like terms and conditions after the close
of business at such office or agency on or after (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment, as
the case may be (or, if such coupon is so surrendered with such Bearer
Security, such coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.


 


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


 


If at any time
the Depositary for Securities of a series in registered form notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities
of such series shall no longer be eligible under Section 303, the Company shall
appoint a successor Depositary with respect to the Securities for such series.  If (i) a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, (ii)
the Company delivers to the Trustee for Securities of such series in registered
form a Company Order stating that the Securities of such series shall be
exchangeable, or (iii) an Event of Default under Section 501 hereof has
occurred and is continuing with respect to the Securities of such series, the
Company’s election pursuant to Section 301 shall no longer be effective with
respect to the Securities for such series 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 form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.


 


The Company
may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such 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 definitive Registered Securities of such series, will authenticate
and deliver, Registered Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.


 


If specified
in a Board Resolution adopted by the Company pursuant to Section 301 with
respect to a series of Securities in registered form, the Depositary for such
series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Securities of such series of
like tenor and terms and in definitive form on such terms as are acceptable to
the Company and such Depositary. 
Thereupon the Company shall execute, and, upon receipt of a Company
Order, the Trustee shall authenticate and deliver, without service charge, (i)
to each Person specified by such Depositary a new Security or Securities of the
same series, of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Global Security; and (ii) to such
Depositary a new Global Security of like tenor and terms and in a denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.


 


26

















 


Upon the
exchange of a Global Security for Securities in definitive form representing
the aggregate principal amount of such Global Security, such Global Security
shall be cancelled by the Trustee.  Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee in
writing.  The Trustee shall deliver such
Registered Securities to the persons in whose names such Securities are so
registered.


 


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


 


No service
charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 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 1104 and ending at the
close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption as a whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided, however, that
such Registered Security shall be simultaneously surrendered for redemption.


 


Furthermore,
notwithstanding any other provision of this Section 305, the Company will not
be required to exchange any Securities if, as a result of the exchange, the
Company would suffer adverse consequences under any United States law or
regulation.


 


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


 


If (i) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee for such Security or the Company and the Trustee for
a Security receive evidence to their satisfaction of the destruction, loss or
theft of any Security or coupon and (ii) there is delivered to the Company and
such Trustee 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 such Trustee that such Security or coupon has been
acquired by a bona fide or protected purchaser, the Company shall execute and
upon its request such Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for such mutilated
Security, or in exchange for the Security to which a mutilated, destroyed, lost
or stolen coupon appertains (with all appurtenant coupons not mutilated,
destroyed, lost or stolen) a new Security of the same series and in a like
principal amount


 


27

















 


and of a like Stated Maturity and with like
terms and conditions, and bearing a number not contemporaneously outstanding
with coupons corresponding to the coupons, if any, appertaining to such
mutilated, destroyed, lost or stolen Security or to the Security to which such
mutilated, destroyed, lost or stolen coupon appertains.


 


In case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or coupon (without surrender thereof
except in the case of a mutilated Security or coupon) if the applicant for such
payment shall furnish to the Company and the Trustee for such Security such
security or indemnity as may be required by them to save each of them harmless,
and in case of destruction, loss or theft, evidence satisfactory to the Company
and such Trustee and any agent of any of them of the destruction, loss or theft
of such Security and the ownership thereof; provided,
however, that the principal of (and premium, if any) and interest,
if any, on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.


 


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


 


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


 


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


 


Section 307. Payment
of Interest; Interest Rights Preserved.


 


Interest on
any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall, if so provided in such
Security, 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 payment.


 


Unless
otherwise provided with respect to the Securities of any series, payment of
interest may be made at the Corporate Trust Office or, at the option of the
Company (i) in the case of Registered Securities, may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register, or (ii) in the case of Bearer Securities, upon
presentation and surrender of the appropriate coupon appertaining thereto or by
transfer to an account maintained by the payee with a bank located outside the
United States.  Notwithstanding the
foregoing, a Holder of $1,000,000 or more in aggregate principal amount of
Securities of any series in definitive form (other than Bearer Securities),
whether having identical or different terms and provisions, having the same
Interest Payment Dates will, at the option of the Company, be entitled to
receive interest payments, other than at


 


28

















 


Maturity, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee for the Securities of such series at least 15 days
prior to the applicable Interest Payment Date. 
Any wire instructions received by the Trustee for the Securities of such
series shall remain in effect until revoked by the Holder.


 


Unless otherwise
provided or contemplated by Section 301, every permanent Global Security will
provide that interest, if any, payable on any Interest Payment Date will be
paid to each of Euroclear and Clearstream Banking with respect to that portion
of such permanent Global Security held for its account by the Depositary.  Each of Euroclear and Clearstream Banking
will in such circumstances credit the interest received by it in respect of
such permanent Global Security to the accounts of the beneficial owners thereof.


 


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


 


(1)  The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Registered Securities of that 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 for the Registered Securities of such series in writing of
the amount of Defaulted Interest proposed to be paid on each Registered
Security of that series and the date of the proposed payment, and at the same
time the Company shall deposit with such Trustee an amount of money in the
currency or currency unit in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except as provided in Sections 311(b) and 311(d)), equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to such Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this clause provided.  Thereupon such
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall not be 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
such Trustee of the notice of the proposed payment.  Such Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Registered Securities of that 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 mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Registered Securities of that series (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).


 


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


 


29

















 


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


 


Section 308. Persons
Deemed Owners.


 


Prior to due
presentment of a Registered Security for registration of transfer, the Company,
the Trustee for such Security and any agent of the Company or such Trustee may
treat the Person in whose name any such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest, if any, on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, such Trustee or any agent of the Company or
such Trustee shall be affected by notice to the contrary.


 


Title to any
Bearer Security and any coupons appertaining thereto shall pass by
delivery.  The Company, the Trustee for
such Security and any agent of the Company or such Trustee may treat the bearer
of any Bearer Security and the bearer of any coupon as the absolute owner of
such Bearer Security or coupon for the purpose of receiving payment thereof or
on account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and none of the Company, such Trustee or any
agent of the Company or such Trustee shall be affected by notice to the
contrary.


 


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


 


Section 309. Cancellation.


 


All Securities
and coupons surrendered for payment, redemption, registration of transfer or
exchange, or delivered in satisfaction of any sinking fund payment, shall, if
surrendered to any Person other than the Trustee for such Securities, be
delivered to such Trustee and, in the case of Registered Securities and matured
coupons, shall be promptly cancelled by it. 
All Bearer Securities and unmatured coupons so delivered to the Trustee
for such Securities shall be cancelled by such Trustee.  The Company may at any time deliver to the
Trustee for Securities of a series for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by such Trustee. 
Notwithstanding any other provision of this Indenture to the contrary,
in the case of a series, all the Securities of which are not to be originally
issued at one time, a Security of such series shall not be deemed to have been
Outstanding at any time hereunder if and to the extent that, subsequent to the
authentication and delivery thereof, such Security is delivered to the Trustee
for such Security for cancellation by the Company or any agent thereof upon the
failure of the original purchaser thereof to make payment therefor against
delivery thereof, and any Security so delivered to such Trustee shall be
promptly cancelled by it.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities and
coupons held by the Trustee for such Securities shall be disposed of by such
Trustee in accordance with its standard procedures and a certificate of disposition
evidencing such disposition of Securities and coupons shall be provided to the
Company by such Trustee.  In the case of
any temporary Global Security, which shall be disposed of if the entire
aggregate principal amount of the Securities represented thereby has been
exchanged, the certificate of disposition shall state that all certificates
required pursuant to Section 304 hereof, substantially in the form of Exhibit B
hereto (or in the form of any substitute exhibit as provided in the last paragraph
of Section 304), to be given by Euroclear or Clearstream Banking, have been
duly presented to the Trustee for such Securities by Euroclear or Clearstream
Banking, as the case may be.


 


30

















 


Permanent Global Securities shall not be
disposed of until exchanged in full for definitive Securities or until payment
thereon is made in full.


 


Section 310. Computation
of Interest.


 


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


 


Section 311. Currency
and Manner of Payments in Respect of Securities.


 


Unless
otherwise specified in accordance with Section 301 with respect to any series
of Securities, the following provisions shall apply:


 


(a)  Except as provided in paragraphs (b) and (d)
below, the principal of (and premium, if any) and interest on Securities of any
series denominated in a Foreign Currency or currency unit will be payable by
the Company in Dollars based on the equivalent of that Foreign Currency or
currency unit converted into Dollars in the manner described in paragraph (c)
below.


 


(b)  It may be provided pursuant to Section 301
with respect to Registered Securities of any series denominated in a Foreign
Currency or currency unit that Holders shall have the option, subject to
paragraph (d) below, to receive payments of principal of (and premium, if any)
and interest on such Registered Securities in such Foreign Currency or currency
unit by delivering to the Trustee (or to any duly appointed Paying Agent) for
the Registered Securities of that series a written election, to be in form and
substance satisfactory to such Trustee (or to any such Paying Agent), not later
than the close of business on the Election Date immediately preceding the
applicable payment date.  If a Holder so
elects to receive such payments in such Foreign Currency or currency unit, such
election will remain in effect for such Holder until changed by such Holder by
written notice to the Trustee (or to any such Paying Agent) for the Registered
Securities of that series; provided, however,
that any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date; and provided, further, that no
such change or election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default
has occurred, the Company has exercised any defeasance, satisfaction or
discharge options pursuant to Article Four or notice of redemption has been
given by the Company pursuant to Article Eleven.  If any Holder makes any such election, such election will not be
effective as to any transferee of such Holder and such transferee shall be paid
in Dollars unless such transferee makes an election as specified above; provided, however, that such election, if
in effect while funds are on deposit with respect to the Registered Securities
of such series as described in Section 404 or Section 405, will be effective as
to any transferee of such Holder unless otherwise specified pursuant to Section
301 for such Registered Securities.  Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee (or to any duly appointed Paying Agent) for the
Registered Securities of such series not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in Dollars.


 


(c)  With respect to any Registered Securities of
any series denominated in a Foreign Currency or currency unit and payable in
Dollars, the amount of Dollars so payable will be determined by the Currency
Determination Agent based on the highest indicative quotation in The City of
New York selected by the Currency Determination Agent at approximately 11:00
A.M., New York City time, on the second Business Day preceding the applicable
payment date.  Such selection shall be
made from among the quotations appearing on the bank composite or
multi-contributor pages of the Reuters Monitor Foreign Exchange Service or, if
not available, the Telerate Monitor Foreign Exchange Service, for three


 


31

















 


(or two if
three are not available) major banks in New York City.  The first three (or two) such banks selected
by the Currency Determination Agent which are offering quotes on the Reuters
Foreign Exchange Service shall be used. 
If such quotations are unavailable from either such foreign exchange
service, such selection shall be made from the quotations received by the
Currency Determination Agent from no more than three nor less than two recognized
foreign exchange dealers in The City of New York selected by the Currency
Determination Agent and approved by the Company (one of which may be the
Currency Determination Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the Foreign
Currency or currency unit payable on such payment date in respect of all
Registered Securities denominated in such Foreign Currency or currency unit and
for which the applicable dealer commits to execute a contract.  If fewer than two such bid quotations are
available at 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date, such payment will be based on the Market
Exchange Rate as of the second Business Day preceding the applicable payment
date.  If the Market Exchange Rate for
such date is not then available, payments shall be made in the Foreign Currency
or currency unit.  All currency exchange
costs associated with any payment in Dollars on any such Registered Securities
will be borne by the Holder thereof by deductions from such payment.


 


(d)  If a Conversion Event occurs with respect to
a Foreign Currency or currency unit in which Registered Securities of any
series are payable, then with respect to each date for the payment of principal
of (and premium, if any) and interest on the Registered Securities of that
series occurring after the last date on which such Foreign Currency or currency
unit was used, the Company may make such payment in Dollars.  The Dollar amount to be paid by the Company
to the Trustee for the Registered Securities of such series and by such Trustee
or any Paying Agent for the Registered Securities of such series to the Holders
of such Registered Securities with respect to such payment date shall be
determined by the Currency Determination Agent on the basis of the Market
Exchange Rate as of the second Business Day preceding the applicable payment
date or, if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate, or as otherwise established
pursuant to Section 301 with respect to such Notes.  Any payment in respect of such Registered Security made under
such circumstances in Dollars will not constitute an Event of Default
hereunder.


 


(e)  For purposes of this Indenture the following
terms shall have the following meanings:


 


A “Component
Currency” shall mean any currency which is a component currency of any currency
unit.


 


“Election
Date” shall mean, for the Registered Securities of any series, the date
specified pursuant to Section 301(14).


 


(f)  Notwithstanding any other provisions of this
Section 311, the following shall apply: 
(i) if the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a component
shall be divided or multiplied in the same proportion, (ii) if two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such a single currency, (iii) if any Component Currency
is divided into two or more currencies, the amount of that original Component
Currency as a component shall be replaced by the amounts of such two or more
currencies having an aggregate value on the date of division equal to the
amount of the former Component Currency immediately before such division and
(iv) in the event of an official redenomination of any currency (including,
without limitation, a currency unit), the obligations of the Company to make
payments in or with reference to such currency on the Registered Securities of
any series shall, in all cases, be deemed immediately following such


 


32

















 


redenomination
to be obligations to make payments in or with reference to that amount of
redenominated currency representing the amount of such currency immediately
before such redenomination.


 


(g)  All determinations referred to in this
Section 311 made by the Currency Determination Agent shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Holders of the applicable
Securities.  The Currency Determination
Agent shall promptly give written notice to the Trustee of any such decision or
determination.  The Currency
Determination Agent shall have no liability for any determinations referred to
in this Section 311 made by it.


 


(h)  The Trustee for the Securities of a
particular series shall be fully justified and protected in relying and acting
upon information received by it from the Company and the Currency Determination
Agent with respect to any of the matters addressed in or contemplated by this
Section 311 and shall not otherwise have any duty or obligation to determine
such information independently.


 


Section 312. Appointment
and Resignation of Currency Determination Agent.


 


(a)  If and so long as the Securities of any
series (i) are denominated in a currency unit or a currency other than Dollars
or (ii) may be payable in a currency unit or a currency other than Dollars, or
so long as it is required under any other provision of this Indenture, then the
Company shall maintain with respect to each such series of Securities, or as so
required, a Currency Determination Agent. 
The Company shall cause the Currency Determination Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and for the purpose of converting the issued currency or
currency unit into the applicable payment currency or currency unit for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 311.


 


(b)  No resignation of the Currency Determination
Agent and no appointment of a successor Currency Determination Agent pursuant
to this Section shall become effective until the acceptance of appointment by
the successor Currency Determination Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Currency
Determination Agent.


 


If the
Currency Determination Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Currency Determination
Agent for any cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Currency
Determination Agent or Currency Determination Agents with respect to the
Securities of that or those series (it being understood that any such successor
Currency Determination Agent may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall only be one
Currency Determination Agent with respect to the Securities of any particular
series).


 


Section 313. Conversion Agent.


 


The Company
shall maintain an office or agency where Securities may be presented for
conversion by the Conversion Agent. The Company may change the Conversion Agent
without notice to any Holder.  The
Company shall promptly notify the Trustee in writing of the name and address of
any Conversion Agent not a party to this Indenture.  The Company or any of its Subsidiaries may act as Conversion
Agent.


 


33

















 


ARTICLE 4


 


SATISFACTION AND
DISCHARGE


 


Section 401. Satisfaction
and Discharge of Indenture.


 


This Indenture
will be discharged and will cease to be of further effect as to all Securities
of any particular series issued hereunder when either (i) all Securities of
that series theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (except (A) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 305, (B) lost, stolen or destroyed Securities or coupons of such series
which have been replaced or paid as provided in Section 306, (C) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender is not required as provided in
Section 1106 and (D) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Company or discharged from such trust, as provided in the last paragraph of
Section 1003) have been delivered to the Trustee for the Securities of that
series for cancellation or (ii) (A) all Securities of that series and any
coupons appertaining thereto not theretofore delivered to Trustee for
cancellation are due and payable by their terms within one year or have become
due and payable by reason of the making of a notice of redemption and the
Company has irrevocably deposited or caused to be deposited with such Trustee
as trust funds in trust an amount of cash in any combination of currency or
currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 311(b) and 311(d), in which case the deposit
to be made with respect to Securities for which an election has occurred
pursuant to Section 311(b) or a Conversion Event has occurred as provided in
Section 311(d), shall be made in the currency or currency unit in which such
Securities are payable as a result of such election or Conversion Event)
sufficient to pay and discharge the entire indebtedness on such Securities and
coupons not theretofore delivered to the Trustee for the Securities of that
series for cancellation for principal (and premium, if any) and accrued and
unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case
may be; (B) no Event of Default or event which with the giving of notice or the
lapse of time, or both, would become an Event of Default shall have occurred
and be continuing on the date of such deposit and no Event of Default under
Section 501(5) or Section 501(6) shall have occurred and be continuing on the
123rd day after such date; (C) the Company has paid, or caused to be
paid, all sums payable by it under this Indenture; and (D) the Company has
delivered irrevocable instructions to the Trustee for the Securities of that
series under this Indenture to apply the deposited money toward the payment of
such Securities and coupons at the Stated Maturity or the Redemption Date, as
the case may be. In addition, the Company must deliver an Officers’ Certificate
and an Opinion of Counsel to the Trustee for the Securities of that series
stating that all conditions precedent to satisfaction and discharge have been
satisfied.


 


Section 402. Survival
of Certain Obligations.


 


Notwithstanding
the satisfaction and discharge of this Indenture and of the Securities of a
particular series referred to in Section 401, the respective obligations of the
Company and the Trustee for the Securities of a particular series under
Sections 303, 304, 305, 309, 403, 404, 405, 406, and 508, Article Six, and
Sections 701, 702, 1002, 1003, 1004 and 1006, shall survive with respect to
Securities of that series until the Securities of that series are no longer outstanding,
and thereafter the obligations of the Company and the Trustee for the
Securities of a particular series with respect to that series under Sections
403, 404, 405, and 406 shall survive. 
Nothing contained in this Article Four shall abrogate any of the
obligations or duties of the Trustee of any series of Securities under this
Indenture.


 


34

















 


Notwithstanding
the satisfaction of the conditions set forth in Section 401 with respect to all
the Securities of any series not payable in Dollars, upon the happening of any
Conversion Event the Company shall be obligated to make the payments in Dollars
required by Section 311(d) to the extent that the Trustee is unable to convert
any Foreign Currency or currency unit or currency unit in its possession
pursuant to Section 401 into the Dollar equivalent of such Foreign Currency or
currency unit, as the case may be.  If,
after the deposits referred to in Section 401 have been made, (x) the Holder of
a Security is entitled to, and does, elect pursuant to Section 311(b) to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 401 was made, or (y) a Conversion Event occurs as
contemplated in Section 311(d), then the indebtedness represented by such
Security shall be fully discharged to the extent that the deposit made with
respect to such Security shall be converted into the currency or currency unit
in which such Security is payable.  The
Trustee shall return to the Company any non-converted funds or securities in
its possession after such payments have been made.


 


Section 403. Acknowledgment
of Discharge by Trustee.


 


Subject to
Section 406, after (i) the conditions of Section 401 have been satisfied with
respect to the Securities of a particular series, (ii) the Company has paid or
caused to be paid all other sums payable hereunder by the Company and (iii) the
Company has delivered to the Trustee for the Securities of that series an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee for the Securities of that series upon written request shall acknowledge
in writing the discharge of all of the Company’s obligations under this
Indenture except for those surviving obligations specified in this Article
Four.


 


Section 404. Application
of Trust Moneys.


 


All money and
Government Obligations deposited with the Trustee for the Securities of a
particular series pursuant to Section 405 in respect of the Securities of that
series shall be held in trust and applied by it, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly
or through any Paying Agent as the Trustee may determine, to the Holders of the
Securities and all related coupons of all sums due and to become due thereon
for principal (and premium, if any) and interest, if any, but such money need
not be segregated from other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee for the Securities of a particular series
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 401 with respect to the
Securities of that series 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 outstanding Securities of that series.


 


Section 405. Repayment
to the Company; Unclaimed Money.


 


The Trustee
and any Paying Agent for a series of Securities shall promptly pay or return to
the Company upon Company Order any cash or Government Obligations held by them
at any time that are not required for the payment of the principal of (and
premium, if any) and interest, if any, on the Securities and all related
coupons for Securities of that series for which cash or Government Obligations
have been deposited pursuant to Section 401.


 


Any money
deposited with the Trustee or any Paying Agent for the Securities of any
series, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) and interest, if any, on any Security of any
particular series and all related coupons appertaining thereto and remaining


 


35

















 


unclaimed for two years after such principal
(and premium, if any) and interest, if any, has become due and payable shall,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be paid to the Company on Company Request
or (if then held by the Company) shall be discharged from such trusts; and the
Holder of such Security and all related coupons shall, thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of such 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 such
Trustee or such Paying Agent, before being required to make any such repayment
may give written notice to the Holder of such Security in the manner set forth
in Section 106, 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, unless
otherwise required by mandatory provisions of applicable escheat, or abandoned
or unclaimed property law, be repaid to the Company, as the case may be.


 


Section 406. Reinstatement.


 


If the Trustee
or Paying Agent for a series of Securities is unable to apply any cash or
Government Obligations, as applicable, in accordance with Section 401 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Securities
of that series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401 until such time as the Trustee or Paying Agent
for that series is permitted to apply all such cash or Government Obligations
in accordance with Section 401; provided,
however, that if the Company has
made any payment of principal (and premium, if any) and interest, if any, on
any Securities and any related coupons because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities and such coupons to receive such payment from the cash or
Government Obligations, as applicable, held by such Trustee or Paying Agent.


 


ARTICLE 5


 


REMEDIES


 


Section 501. Events
of Default.


 


“Event of
Default” wherever used herein with respect to any particular series of
Securities means any one of the following events and such other events as may
be established with respect to the Securities of such series as contemplated by
Section 301 (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article Fourteen or be voluntary or
involuntary or be effected by operation of law 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 installment of interest upon any Security of that series and any related
coupon 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 default in the deposit of any sinking fund payment when and as due
by the terms of any Security of that series; or


 


36

















 


(3)  the Company fails to
deliver shares of Common Stock, together with cash instead of fractional
shares, when those shares of Common Stock or cash instead of fractional shares
are required to be delivered following conversion of a Security of that series
pursuant to the provisions of Securities of that series;


 


(4)  default in the performance
of, or breach of, any covenant or warranty of the Company in respect of any
Security of that series contained in this Indenture or in such Securities
(other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with) and continuance of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee for the Securities
of such series or to the Company and such 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


 


(5)  the Company shall commence
any case or proceeding seeking to have an order for relief entered on its
behalf as debtor or to adjudicate it as bankrupt or insolvent or seeking
reorganization, liquidation, dissolution, winding-up, arrangement, composition
or readjustment of its debts or any other relief under any bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement, composition,
readjustment of debt or other similar act or law of any jurisdiction, domestic
or foreign, now or hereafter existing; or the Company shall apply for a
receiver, custodian or trustee (other than any trustee appointed as a mortgagee
or secured party in connection with the issuance of indebtedness for borrowed
money of the Company) of it or for all or a substantial part of its property;
or the Company shall make a general assignment for the benefit of creditors; or
the Company shall take any corporate action in furtherance of any of the
foregoing; or


 


(6)  an involuntary case or
other proceeding shall be commenced against the Company with respect to it or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect seeking the appointment of a trustee, receiver, liquidator,
custodian or similar official of the Company or any substantial part of its
property; and such case or other proceeding (A) results in the entry of an
order for relief or a similar order against the Company or (B) shall continue
unstayed and in effect for a period of 60 consecutive days; or


 


(7)  any other Event of Default
provided in the Security or the Board Resolution with respect to Securities of
that series.


 


Section 502. Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of
Default with respect to any particular series of Securities and any related
coupons occurs and is continuing (other than an Event of Default described in
Section 501(5) or 501(6) with respect to the Company), then and in every such
case either the Trustee for the Securities of such series or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the entire principal amount (or, in the case of OID Securities,
such lesser amount as may be provided for in the terms of that series) of all
the Securities of that series, to be due and payable immediately, by a notice
in writing to the Company (and to such Trustee if given by Holders), and upon
any such declaration of acceleration such principal or such lesser amount, as
the case may be, together with accrued interest and all other amounts owing
hereunder, shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived.


 


37

















 


If any Event
of Default specified in Section 501(5) or 501(6) occurs with respect to the
Company, all of the unpaid principal amount (or, if the Securities of any
series then outstanding are OID Securities, such lesser amount as may be
provided for in the terms of that series) and accrued interest on all
Securities of each series then outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act by the Trustee or any Holder.


 


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


 


(1)  the Company has paid or
deposited with such Trustee a sum sufficient to pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b) and 311(d)):


 


(A)            all overdue interest on all
Securities of that series and any related coupons;


 


(B)            the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon from
the date such principal became due at a rate per annum equal to the rate borne
by the Securities of such series (or, in the case of OID Securities, the
Securities’ Yield to Maturity), to the extent that the payment of such interest
shall be legally enforceable;


 


(C)            to the extent that
payment of such interest is lawful, interest upon overdue interest at a rate
per annum equal to the rate borne by the Securities of such series (or, in the
case of OID Securities, the Securities’ Yield to Maturity); and


 


(D)            all sums paid or
advanced by such Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel and all
other amounts due to such Trustee under Section 607;


 


and


 


(2)  all Events of Default with
respect to the Securities of such series, other than the nonpayment of the
principal of Securities of that series which has become due solely by such
acceleration, have been cured or waived as provided in Section 513.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.


 


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


 


The Company
covenants that if:


 


(1)  default is made in the
payment of any interest upon any Security of any series and any related coupons
when such interest becomes due and payable and such default continues for a
period of 30 days; or


 


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


 


38

















 


the Company
will, upon demand of the Trustee for the Securities of such series, pay to the
Trustee, for the benefit of the Holders of such Securities and coupons, the
whole amount then due and payable on such Securities and coupons for principal
(and premium if any) and interest, if any, with interest upon the overdue
principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest at a rate per annum equal to the rate borne by such Securities (or, in
the case of OID Securities, the Securities’ Yield to Maturity); 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 such Trustee, its agents and counsel and all
other amounts due to such Trustee under Section 607.


 


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


 


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


 


Section 504. Trustee
May File Proofs of Claim.


 


In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relating to the Company or any other obligor upon the Securities of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee for the Securities of such series (irrespective of
whether the principal (or, if the Securities of such series are OID Securities,
such amount as may be due and payable with respect to such Securities pursuant
to a declaration in accordance with Section 502) of any Security of such series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether such 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 (or, if the Securities of such series
are OID Securities, such amount as may be due and payable with respect to such
Securities pursuant to a declaration in accordance with Section 502) (and
premium, if any) and interest, if any, owing and unpaid in respect of the
Securities of such series and any related coupons and to file such other papers
or documents as may be necessary or advisable in order to have the claims of
such Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel and all
other amounts due to such Trustee under Section 607) and of the Holders of the
Securities of such series and any related coupons 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;


 


39

















 


and any
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder
of Securities and coupons to make such payments to such Trustee, and in the
event that such Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay to such Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
such Trustee, its agents and counsel, and any other amounts due such Trustee
under Section 607.


 


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


 


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


 


All rights of
action and claims under this Indenture or the Securities or coupons of any
series may be prosecuted and enforced by the Trustee for the Securities of any
series without the possession of any of the Securities or coupons of such
series or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by such Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel and all
other amounts due to such Trustee under Section 607, be for the ratable benefit
of the Holders of the Securities and coupons of such series in respect of which
such judgment has been recovered.


 


Section 506. Application
of Money Collected.


 


Any money
collected by the Trustee for the Securities of any series pursuant to this
Article with respect to the Securities or coupons of such series shall be
applied in the following order, at the date or dates fixed by such Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities or coupons of
such series, or both, as the case may be, 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 such
Trustee under Section 607;


 


SECOND: To the payment of the amounts then
due and unpaid upon the Securities and coupons of such series for principal of
(and premium, if any) and interest, if any, on such 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 and coupons for principal (and premium, if any) and
interest, if any, respectively; and


 


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


 


40

















 


Section 507. Limitation on Suits.


 


No Holder of
any Security of any particular series or any related coupons 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)  an Event of Default with
respect to that series shall have occurred and be continuing and such Holder
shall have previously given written notice to the Trustee for the Securities of
such series of such default and the continuance thereof;


 


(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 for the Securities of such series to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


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


 


(5)  no direction inconsistent
with such written request has been given to such 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 Holders of Securities of that
series shall have any right in any manner whatsoever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Securities of that series, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders of Securities of that series.


 


Section 508. Unconditional
Right of Holders to Receive Principal (and Premium, if any) and Interest,
if any.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and (subject to Section 307) interest,
if any, on such Security on the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section 509. Restoration
of Rights and Remedies.


 


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


 


41

















 


Section 510. Rights
and Remedies Cumulative.


 


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


 


Section 511. Delay
or Omission Not Waiver.


 


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


 


Section 512. Control
by Holders.


 


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


 


(1)  such direction shall not be
in conflict with any rule of law or with this Indenture and could not involve
the Trustee in personal liability; and


 


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


 


Section 513. Waiver
of Past Defaults.


 


The Holders of
not less than a majority in principal amount of the Outstanding Securities of
any particular series and any related coupons may on behalf of the Holders of
all the Securities of that series waive any past default hereunder with respect
to that series and its consequences, except:


 


(1)  a default in the payment of
the principal of (or premium, if any) or interest, if any, on any Security of
that series; or


 


(2)  a default with respect to 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 that
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.


 


42

















 


Section 514. Undertaking
for Costs.


 


All parties to
this Indenture agree, and each Holder of any Security or coupon 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 the Securities or
coupons of any series for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee for the Securities of any
series, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities
of any particular series or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series or the payment
of any coupon on or after the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on or after the Redemption
Date).


 


Section 515. 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 for any series of Securities, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


Section 516. Judgment
Currency.


 


If, for the
purpose of obtaining a judgment in any court with respect to any obligation of
the Company hereunder or under any Security or any related coupon, it shall
become necessary to convert into any other currency or currency unit any amount
in the currency or currency unit due hereunder or under such Security or coupon,
then such conversion shall be made by the Currency Determination Agent at the
Market Exchange Rate as in effect on the date of entry of the judgment (the
“Judgment Date”).  If pursuant to any
such judgment, conversion shall be made on a date (the “Substitute Date”) other
than the Judgment Date and there shall occur a change between the Market
Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as
in effect on the Substitute Date, the Company agrees to pay such additional
amounts, if any, as may be necessary to ensure that the amount paid is equal to
the amount in such other currency or currency unit which, when converted at the
Market Exchange Rate as in effect on the Judgment Date, is the amount due
hereunder or under such Security or coupon. 
Any amount due from the Company under this Section 516 shall be due as a
separate debt and is not to be affected by or merged into any judgment being
obtained for any other sums due hereunder or in respect of any Security or
coupon.  In no event, however, shall the
Company be required to pay more in the currency or currency unit due hereunder
or under such Security or coupon at the Market Exchange Rate as in effect on
the Judgment Date than the amount of currency or currency unit stated to be due
hereunder or under such Security or coupon so that in any event the Company’s
obligations hereunder or under such Security or coupon will be effectively
maintained as obligations in such currency or currency unit, and the Company
shall be entitled to withhold (or be reimbursed for, as the case may be) any
excess of the amount actually realized upon any such conversion on the
Substitute Date over the amount due and payable on the Judgment Date.


 


43

















 


ARTICLE 6


 


THE TRUSTEE


 


Section 601. Certain
Duties and Responsibilities.


 


(a)  Except during the continuance of an Event of
Default with respect to the Securities of any series for which the Trustee is
serving as such,


 


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


 


(2)  in the absence of bad faith
on its part, such 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 such Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions
which by any provisions hereof are specifically required to be furnished to
such Trustee, such 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 with respect to
a series of Securities has occurred and is continuing, the Trustee for the
Securities of such series 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 for Securities of any series 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)  such 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)  such Trustee shall not be
liable with respect to any action taken, suffered 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 particular series,
determined as provided in Section 512, relating to the time, method and place
of conducting any proceeding for any remedy available to such Trustee, or
exercising any trust or power conferred upon such Trustee, under this Indenture
with respect to the Securities of that series; and


 


(4)  no provision of this
Indenture shall require the Trustee for any series of Securities 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.


 


44

















 


(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 for any series of
Securities shall be subject to the provisions of this Section.


 


Section 602. Notice
of Defaults.


 


Within 90 days
after the occurrence of any default hereunder with respect to Securities of any
particular series, the Trustee for the Securities of such series shall give to
Holders of Securities of that series, in the manner set forth in Section 106,
notice of such default known to such Trustee, unless such default shall have
been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest, if any, on any Security of that series, or in the
deposit of any sinking fund payment with respect to Securities of that series,
such 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 such Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of
Securities of that series and related coupons. 
For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of that series.


 


Section 603. Certain
Rights of Trustee.


 


Except as
otherwise provided in Section 601:


 


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


 


(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, together with
any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors of the Company
may be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(f)  such 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, discretion,


 


45

















 


consent, order, bond, debenture or other paper or document, but such
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters at it may see fit, and, if such 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 at the sole cost of the Company;


 


(g)  the Trustee may employ or
retain such counsel, accountants, appraisers or other experts or advisers as it
may reasonably require for the purpose of determining and discharging its
rights and duties hereunder and shall not be responsible for any misconduct on
the part of any of them;


 


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


 


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


 


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


 


(k)  the Trustee may request
that the Company deliver an Officers’ Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.


 


Section 604. Not
Responsible for Recitals or Issuance of Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication thereof and in any coupons shall be taken as the statements of
the Company, as the case may be, and neither the Trustee for any series of
Securities, nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee for any series of Securities makes no representations
as to the validity or sufficiency of this Indenture or of the Securities of any
series or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities,
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
correct, subject to the qualifications set forth therein.  Neither the Trustee for any series of
Securities nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


 


Section 605. May
Hold Securities.


 


The Trustee
for any series of Securities, any Authenticating Agent, Paying Agent, Security
Registrar or any other agent of the Company, or such Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not such Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.


 


46

















 


Section 606. Money
Held in Trust.


 


Money held by
the Trustee for any series of Securities in trust hereunder need not be
segregated from other funds except as provided in Section 115 and except to the
extent required by law.  The Trustee for
any series of Securities shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company in
writing, as the case may be.


 


Section 607. Compensation
and Reimbursement.


 


The Company
agrees:


 


(1)  to pay to the Trustee for
each series of Securities as the Company and the Trustee shall agree in writing
from time to time such compensation in Dollars for all services rendered by it
hereunder as shall be agreed upon in writing from time to time (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 for each series of
Securities in Dollars upon its request for all reasonable expenses,
disbursements and advances incurred or made by such 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 such Trustee,
its employees, officers, directors and agents in Dollars for, and to hold them
harmless against, any loss, damage, claims, liability or expense incurred
without negligence or bad faith on their part, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending themselves against any claim, whether asserted by the
Company or any Holder or any other Person, or liability in connection with the
exercise or performance of any of their powers or duties hereunder.


 


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


 


When the
Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(5) or Section 501(6), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.


 


47

















 


Section 608. Disqualification;
Conflicting Interests.


 


The Trustee
for the Securities shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act during the period of time required thereby.  Nothing herein shall prevent the Trustee
from filing with the Commission the application referred to in the penultimate
paragraph of Section 310(b) of the Trust Indenture Act.  In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded
Securities of any particular series of Securities other than that series.


 


Section 609. Corporate
Trustee Required; Different Trustees for Different Series; Eligibility.


 


There shall at
all times be a Trustee hereunder for each series of securities which shall be


 


(i)           a corporation or
banking company 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, and subject to supervision
or examination by Federal or State authority, or


 


(ii)          a corporation or
other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation,
or other order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by authority
of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustee, having a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to requirements of the
aforesaid 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.  Neither the
Company nor any Person directly or indirectly controlling, controlled by, or
under the common control of the Company shall serve as Trustee for the
Securities.  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 hereunder
specified in this Article.


 


Section 610. Resignation
and Removal; Appointment of Successor.


 


(a)  No resignation or removal of the Trustee for
the Securities of any series 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
611.


 


(b)  The Trustee for the Securities of any series
may resign at any time with respect to the Securities of such series by giving
written notice thereof to the Company. 
If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee for the Securities of
such series within 60 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 for the Securities of any series
may be removed at any time with respect to the Securities of such series by Act
of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to such Trustee and to the Company.


 


(d)  If at any time:


 


48

















 


(1)  the Trustee for the
Securities of any series shall fail to comply with Section 310(b) of the Trust
Indenture Act pursuant to Section 608 hereof after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, unless the Trustee’s duty to resign is
stayed in accordance with the provisions of Section 310(b) of the Trust
Indenture Act, or


 


(2)  such Trustee shall cease to
be eligible under Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


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


 


then, in any
such case, (i) the Company by a Board Resolution may remove such Trustee and
appoint a successor Trustee or (ii) subject to Section 514, 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 removal of such Trustee and the appointment
of a successor Trustee.


 


(e)  If the Trustee for the Securities of any
series shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for the Securities of any series for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee with respect to the Securities of such series and shall comply with the
applicable requirements of Section 611. 
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 such series shall have not been appointed by the Company pursuant
to this Section 610, then a successor Trustee may 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.  If no successor Trustee for the Securities
of such series shall have been so appointed by the Company or the Holders and
shall have accepted appointment in the manner required by Section 611, and if
such Trustee to be replaced is still incapable of acting, any Holder who has
been a bona fide Holder of a Security of such series for at least six months,
on behalf of himself and all others similarly situated, or the retiring
Trustee, may 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 in the manner and to the extent provided in Section
106.  Each notice shall include the name
of the successor Trustee with respect to the Securities of that series and the
address of its Corporate Trust Office.


 


Section 611. Acceptance
of Appointment by Successor.


 


(a)  Every such successor Trustee appointed
hereunder with respect to the Securities of any series 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


 


49

















 


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 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.


 


(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 Subsections (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 for
the Securities of any series shall be qualified and eligible under this
Article.


 


Section 612. Merger,
Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee for the Securities of any series 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 Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of such Trustee, shall be the successor of such
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee or the Authenticating Agent
for such series then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee or Authenticating Agent, as the
case may be, may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee or successor
Authenticating Agent had itself authenticated such Securities.


 


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Section 613. Preferential
Collection of Claims Against Company.


 


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


 


Section 614. Authenticating
Agents.


 


At any time
when any of the Securities of any series remain Outstanding, the Trustee for
the Securities of such series may, subject to its sole discretion, appoint one
or more Authenticating Agents with respect to the Securities of such series,
which may include the Company or any Affiliate of the Company, with power to
act on the Trustee’s behalf and subject to its discretion in the authentication
and delivery of Securities of such series in connection with transfers and
exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes
as though such Authenticating Agent had been expressly authorized by those
Sections of this Indenture to authenticate and deliver Securities of such
series. For all purposes of this Indenture, the authentication and delivery of
Securities of such series by an Authenticating Agent for such Securities
pursuant to this Section shall be deemed to be authentication and delivery of
such Securities “by the Trustee” for the Securities of such series. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any State, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 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 the requirements of such
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent for any series
of Securities 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 any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or the Authenticating Agent or such successor
corporation.


 


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


 


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


 


“This is one
of the Securities of the series designated therein described in the
within-mentioned Indenture.


 


WACHOVIA BANK,
NATIONAL ASSOCIATION, as Trustee


 


	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  	
   

  	
   

  	
  Authorized Signatory”

  



 


ARTICLE 7


 


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND THE COMPANY


 


Section 701. Company
to Furnish Trustee Names and Addresses of Holders.


 


With respect
to each particular series of Securities, the Company will furnish or cause to
be furnished to the Trustee for the Securities of such series,


 


(a)  semi-annually, not more than 15 days after
each Regular Record Date relating to Securities of each series at the time
Outstanding (or, if there is no Regular Record Date relating to that series, on
June 30 and December 31), a list, in such form as such Trustee may reasonably
require, containing all the information in the possession or control of the
Company or any of its Paying Agents other than such Trustee as to the names and
addresses of the Holders of that series as of such dates,


 


(b)  on semi-annual dates on each year to be
determined pursuant to Section 301 if the Securities of such series do not bear
interest, a list of similar form and content, and


 


(c)  at such other times as such 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,


 


excluding from
any such list names and addresses received by such Trustee in its capacity as
Security Registrar for the Securities of such series, if so acting.


 


Section 702. Preservation
of Information; Communications to Holders.


 


(a)  The Trustee for each series of Securities
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of the Securities of such series contained in the most
recent lists furnished to such Trustee as provided in Section 701 and the names
and addresses of Holders of the Securities of such series received by such
Trustee in its capacity as Security Registrar for such series, if so acting.
The Trustee for each series of Securities may destroy any list relating to such
series of Securities furnished to it as provided in Section 701 upon receipt of
a new list relating to such series so furnished.


 


(b)  If three or more Holders of Securities of
any particular series (hereinafter referred to as “applicants”) apply in
writing to the Trustee for the Securities of any such series, and furnish to
such Trustee reasonable proof that each such applicant has owned a Security of
that series for a period of at


 


52

















 


least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders of Securities of that
series with respect to their rights under this Indenture or under the
Securities of that series and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then such
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 such Trustee in
accordance with Section 702(a), or


 


(ii)           inform such
applicants as to the approximate number of Holders of Securities of that series
whose names and addresses appear in the information preserved at the time by
such Trustee in accordance with Section 702(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 any such
Trustee shall elect not to afford such applicants access to that information,
such Trustee shall, upon the written request of such applicants, mail to each
Holder of Securities of that series whose name and address appears in the information
preserved at the time by such Trustee in accordance with Section 702(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to such 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, such 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 such Trustee, such mailing would be contrary to the best interests of the
Holders of Securities of that series 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, such 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 such Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


 


(c)  Every Holder of Securities of each series or
coupons, by receiving and holding the same, agrees with the Company and the
Trustee for the Securities of such series that neither the Company nor such
Trustee, nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders of the Securities of such series in accordance with Section 702(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 702(b).


 


Section 703. Reports
by Trustee.


 


(a)  Within 60 days after March 15 of each
year, the Trustee for the Securities of each series shall mail to each Holder
of the Securities of such series entitled to receive reports pursuant to
Section 704(3), a brief report dated as of such date that complies with Section
313(a) of the Trust Indenture Act.   The
Trustee for the Securities of each series shall also comply with Sections
313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(b)  At the time that the Trustee for the
Securities of each series mails such a report to the Holders of Securities of
such series, each such Trustee shall file a copy of that report with the
Commission and


 


53

















 


with each
stock exchange on which the Securities of that series are listed.  The Company shall provide notice to the
appropriate Trustee when the Securities of any series are listed on any stock
exchange.


 


Section 704. Reports
by Company.


 


The Company
will:


 


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


 


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


 


(3)  transmit by mail to all
Holders of Securities of each series, as provided in Section 703(a), within 30
days after the filing thereof with the Trustee for the Securities of such
series, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee, subject to Section 601
hereof, is entitled to rely exclusively on Officers’ Certificates).


 


ARTICLE 8


 


CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER


 


Section 801. Company
May Consolidate, Etc., Only on Certain Terms.


 


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


 


(1)  either the Company shall be
the continuing corporation or the corporation (if other than the Company)
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer the properties and assets of the
Company


 


54

















 


substantially
as an entirety shall be a Person organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia, and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee for each series of Securities, in form reasonably
satisfactory to each such Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, (including all
additional amounts, if any, payable pursuant to Sections 516 or 1009) on all
the Securities and any related coupons and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


Section 802. Successor
Person Substituted.


 


Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer 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 the predecessor Person shall be
relieved of all obligations and covenants under this Indenture, the Securities
and any related coupons and, in the event of any such consolidation, merger,
conveyance or transfer, the Company as the predecessor Person may thereupon or
at any time thereafter be dissolved, wound up, or liquidated.


 


ARTICLE 9


 


SUPPLEMENTAL
INDENTURES


 


Section 901. Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


55

















 


(3)  to add any additional
Events of Default with respect to any or all series of Securities (and, if any
such Event of Default applies to fewer than all series of Securities, stating
each series to which such Event of Default applies); provided, however,
that in respect of any such additional Events of Default, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may limit the remedies available to the Trustee upon such default
or may limit the right of Holders of a majority in aggregate principal amount
of that or those series of Securities to which such additional Events of
Default apply to waive such default; or


 


(4)  to pledge property to the
Trustee as security for the Securities; or


 


(5)  to add guarantees with
respect to the Securities; or


 


(6)  to add to or to change any
of the provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal of (or premium, if any) or interest on Bearer Securities,
to permit Bearer Securities to be issued in exchange for Registered Securities,
to permit Bearer Securities to be issued in exchange for Bearer Securities of
other authorized denominations, to provide for the issuance of uncertificated
Securities of any series in addition to or in place of any certificated
Securities and to make all appropriate changes for such purposes; provided, however, that any such action
shall not adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or


 


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


 


(8)  to evidence and provide for
the acceptance of appointment hereunder of a Trustee other than Wachovia Bank,
National Association as Trustee for a series of Securities 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 609; or


 


(9)  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 611(b); or


 


(10)  to add to the conditions,
limitations and restrictions on the authorized amount, form, terms or purposes
of issue, authentication and delivery of Securities, as herein set forth, other
conditions, limitations and restrictions thereafter to be observed; or


 


(11)  to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to
Section 401; provided, however,
that any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect; or


 


56

















 


(12)  to add to or change or
eliminate any provisions of this Indenture as shall be necessary or desirable
in accordance with any amendments to the Trust Indenture Act or to maintain the
qualification of this Indenture under the Trust Indenture Act; or


 


(13)  to issue and establish the
form and terms of any series of Securities;


 


(14)  to cure any ambiguity or
mistake, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee for the Securities of
any series or to surrender any right or power herein conferred upon the
Company, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided such action shall not adversely affect
the interests of the Holders of Securities of any particular series in any
material respect;


 


(15)  to increase the conversion
rate or decrease the conversion price from that provided in the Board
Resolution pursuant to Section 301 establishing the Securities of that series;
or


 


(16)  as otherwise provided in
the Board Resolutions pursuant to Section 301 establishing the series of
Securities.


 


Section 902. Supplemental
Indentures With Consent of Holders.


 


The Company,
when authorized by a Board Resolution, 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 such Securities and
any related coupons under this Indenture, but only with the consent of the
Holders of more than 50% in aggregate principal amount of the Outstanding
Securities of each series of Securities then Outstanding affected thereby, in
each case by Act of said Holders of Securities of each such series delivered to
the Company and the Trustee for Securities of each such series; 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, if any (or, in the case of OID Securities, reduce the rate of
accretion of original issue discount), or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay additional
amounts pursuant to Section 1009 (except as contemplated by Section 801(1) and
permitted by Section 901(1)) or reduce the amount of the principal of an OID
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof, or provable in bankruptcy, or change the Place of
Payment, or the currency or currency unit in which any Security or the
principal or 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 reduce or
alter the method of computation of any amount payable upon redemption,
repayment or purchase of any Securities by the Issuer (or the time when such
redemption, repayment or purchase may be made); or


 


(2)  reduce the percentage in
principal amount of the Outstanding Securities of any particular 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


 


57

















 


(3)  modify any of the
provisions of this Section or Section 513 or 1009, 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 Security
affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder of a
Security or coupon with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1009, or the deletion of
this proviso, in accordance with the requirements of Sections 609, 61l(b),
901(8) and 901(9); or


 


(4)  modify the provisions of
Article Fourteen in a manner adverse to the Holders of Securities.


 


(5)  increase the conversion
price or decrease the conversion rate from that provided in the Board
Resolution pursuant to Section 301 establishing the Securities of that series.


 


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 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


 


Section 903. 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 for any series of Securities shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Officers’ Certificate and Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and
that all conditions to the execution of such supplemental indenture have been
satisfied..  The Trustee for any series
of Securities may, but shall not be obligated to, enter into any such
supplemental indenture which affects such Trustee’s own rights, liabilities,
duties or immunities under this Indenture or otherwise.


 


Section 904. Effect
of Supplemental Indentures.


 


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


 


Section 905. Conformity
With Trust Indenture Act.


 


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


 


Section 906. Reference
in Securities to Supplemental Indentures.


 


Securities of
any particular series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee for the Securities


 


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of such series, bear a notation in form approved by such Trustee as to
any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities of any series and any related coupons so modified as to conform, in
the opinion the Board of Directors of the Company, to any such supplemental
indenture may be prepared and executed by the Company and such Securities may
be authenticated and delivered by such Trustee in exchange for Outstanding
Securities of such series and any related coupons.


 


ARTICLE 10


 


COVENANTS


 


Section 1001. Payment
of Principal (and Premium, if any) and Interest, if any.


 


The Company
agrees, for the benefit of each particular series of Securities, that it will
duly and punctually pay in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except as provided in
Sections 311(b) and 311(d)) the principal of (and premium, if any) and interest,
if any, on that series of Securities in accordance with the terms of the
Securities of such series, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.  The interest, if any, due in respect of any
temporary or permanent Global Security, together with any additional amounts
payable in respect thereof, as provided in the terms and conditions of such
Security, shall be payable, subject to the conditions set forth in Section
1009, only upon presentation of such Security to the Trustee thereof for
notation thereon of the payment of such interest.


 


Section 1002. Maintenance
of Office or Agency.


 


If Securities
of a series are issuable only as Registered Securities the Company will
maintain in each Place of Payment for that series an office or agency where
Securities of that series may be presented or surrendered for payment, an
office or agency where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company with respect to the Securities of that series and this Indenture
may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will maintain (A) an
office or agency (which may be the same office or agency) in a Place of Payment
for that series in the United States where any Registered Securities of that
series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange, where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment; provided, however,
that if the Securities of that series are listed on the Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities
of that series in Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer,


 


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where Securities of that series may be
surrendered for 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 for the Securities of that series of the
location, and any change in the location, of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee for the Securities of that
series with the address thereof, such presentations (to the extent permitted by
law), and surrenders of Securities of that series may be made and notices and
demands may be made or served at the Corporate Trust Office of such Trustee,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment at the offices specified in the Security,
and the Company hereby appoints the same as its agent to receive such
presentations, surrenders, notices and demands.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal (and premium, if any) or interest, if any, on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States.  Payments will not be made in respect of
Bearer Securities or coupons appertaining thereto pursuant to presentation to
the Company, or its designated Paying Agents within the United States.  Notwithstanding the foregoing, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
denominated and payable in Dollars will be made at the office of the Company’s
Paying Agent in the United States, if, and only if, payment in Dollars of the
full amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for that purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions and the Company
has delivered to the Trustee an Opinion of Counsel to that effect.


 


The Company
may also from time to time designate one or more other offices or agencies (in
or outside the Place of Payment) where the Securities of one or more series may
be presented or surrendered for any or all of the purposes specified above in
this Section and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for such
purpose.  The Company will give prompt
written notice to the Trustee for the Securities of each series so affected of
any such designation or rescission and of any change in the location of any
such office or agency.  Unless otherwise
specified with respect to any Securities pursuant to Section 301 with respect
to a series of Securities, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Company in the Borough of
Manhattan, the City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a currency
other than Dollars or (ii) may be payable in a currency other than Dollars, or
so long as it is required under any other provision of the Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, a Currency Determination Agent.


 


Section 1003. 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 particular
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any) or interest, if any, on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum in the currency or currency unit in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and


 


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except as provided in Sections 311(b) and
311(d)) sufficient to pay the principal (and premium, if any) and interest, if
any, 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 for the
Securities of such series of its action or failure so to act.


 


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


 


The Company
will cause each Paying Agent for any particular series of Securities other than
the Trustee for the Securities of such series to execute and deliver to such
Trustee an instrument in which such Paying Agent shall agree with such 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 premium, if any) or interest, if any,
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 such Trustee notice of
any default by the Company (or any other obligor upon the Securities) in the
making of any payment of principal (or premium, if any) and interest, if any,
on Securities of that series; and


 


(3)  at any time during the
continuation of any such default, upon the written request of such Trustee,
forthwith pay to such 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 for the Securities of any series all sums
held in trust by the Company or such Paying Agent, such sums to be held by such
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
such Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


Section 1004. Company
to Reserve Common Stock.


 


(a)  The Company shall at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock (including treasury stock), for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all then Outstanding
Securities.


 


(b) The Company agrees that all shares of Common Stock which may
be delivered upon conversion of Securities, upon such delivery, will have been
duly authorized and validly issued and will be fully paid and nonassessable
and, except as provided in Section 1007, the Company will pay all taxes, liens
and charges with respect to the issue thereof.


 


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Section 1005. Statements
as to Compliance.


 


The Company
will deliver to the Trustee for each series of Securities, within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal
year in which the first series of securities under this Indenture has been
issued), a written statement signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating that:


 


(1)  a review of the activities
of the Company during such year and of performance under this Indenture has
been made under his supervision; and


 


(2)  to the best of his
knowledge, based on such review, the Company is in compliance with all
conditions and covenants under this Indenture.


 


For purposes
of this Section, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.


 


Section 1006. Corporate
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 corporate existence, rights
(charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any
right or franchise if the Board of Directors of the Company shall determine
that the preservation thereof is no longer necessary or desirable in the
conduct of the business of the Company.


 


Section 1007. Taxes on Conversions.


 


Except as provided in the next sentence, the Company
will pay any and all taxes and duties that may be payable in respect of the
issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto.  The Company shall not,
however, be required to pay any tax or duty which may be payable in respect of
any transfer involved in the issue and delivery of shares of Common Stock in a
name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such tax
or duty or has established to the satisfaction of the Company that such tax or
duty has been paid.


 


Section 1008. Waiver
of Certain Covenants.


 


The Company
may omit in any particular instance to comply with any covenant or condition
set forth in Sections 1005 and 1006 (and any other covenant or condition in
addition to those set forth herein applicable to Securities of any series
pursuant to Section 301 hereof), if before or after the time for such
compliance the Holders of more than 50% in principal amount of the Outstanding
Securities of each series of Securities affected by the omission shall, in each
case by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee for the Securities of
each series with respect to any such covenant or condition shall remain in full
force and effect.


 


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Section 1009. Payment
of Additional Amounts.


 


If specified
pursuant to Section 301, the provisions of this Section 1009 shall be
applicable to Securities of any series.


 


The Company
will, subject to the exceptions and limitations set forth below, pay to the
Holder of any Security or coupon who is a United States Alien such additional
amounts as may be necessary so that every net payment on such Security or
coupon, after deduction or withholding by the Company or any of its Paying
Agents for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided in such Security or in such coupon to
be then due and payable.  However, the
Company will not be required to make any payment of additional amounts for or
on account of:


 


(a)  any tax, assessment or other governmental
charge that would not have been so imposed but for (i) the existence of any
present or former connection between such Holder or the beneficial owner of
such Security or coupon (or between a fiduciary, settler or beneficiary of, or
a person holding a power over, such Holder or such beneficial owner, if such
Holder or such beneficial owner is an estate or trust, or a member or
shareholder of such Holder or such beneficial owner, if such Holder or such
beneficial owner is a partnership or corporation) and the United States,
including, without limitation, such Holder or such beneficial owner (or such
fiduciary, settler, beneficiary, person holding a power, member or shareholder)
being or having been a citizen, resident or treated as a resident thereof or
being or having been engaged in trade or business or present therein or having
or having had a permanent establishment therein, or (ii) such Holder’s or such
beneficial owner’s present or former status as a personal holding company, foreign
personal holding company, controlled foreign corporation or passive foreign
investment company with respect to the United States or as a corporation that
accumulates earnings to avoid United States federal income tax;


 


(b)  any tax, assessment or other governmental
charge which would not have been so imposed but for the presentation by the
Holder of such Security or coupon for payment on a date more than 10 days after
the date on which such payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later;


 


(c)  any estate, inheritance, gift, sales,
transfer, personal property tax or any similar tax, assessment or other
governmental charge;


 


(d)  any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from any payment in respect
of any Security or coupon, if such payment can be made without such withholding
by at least one other Paying Agent;


 


(e)  any tax, assessment or other governmental
charge which is payable otherwise than by withholding from payments in respect
of such Security or coupon;


 


(f)  any tax, assessment or other governmental
charge imposed on a Holder or beneficial owner of a Security or coupon that (i)
actually or constructively owns 10 percent or more of the total combined voting
power of all classes of stock of the Company entitled to vote within the
meaning of Section 871(h)(3) of the Code or that is a controlled foreign
corporation related to the Company through stock ownership or (ii) is a bank
described in Section 881(c)(3)(A) of the Code;


 


(g)  any tax, assessment or other governmental
charge imposed as a result of the failure to comply with applicable
certification, information, documentation or other reporting requirements
concerning the


 


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nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States, as a precondition to relief or
exemption from such tax, assessment or other governmental charge;


 


(h)  any tax, assessment or other governmental
charge imposed with respect to payments on any Registered Security by reason of
the failure of the Holder or beneficial owner to fulfill the statement
requirement of Sections 871(h) or 881(c) of the Code; or


 


(i)  any combination of items (a), (b), (c), (d),
(e), (f), (g) and (h);


 


nor will
additional amounts be paid with respect to any payment on any such Security or
coupon to a Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required
by the laws of the United States (or any political subdivision thereof) to be
included in the income for federal income tax purposes of a beneficiary or
settler with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to payment of the additional
amounts had beneficiary, settler, member or beneficial owner been the Holder of
such Security or coupon.


 


The term
“United States Alien” means any corporation, partnership, individual or
fiduciary that is, as to the United States, a foreign corporation, a
nonresident alien individual, a nonresident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, as to
the United States, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.


 


Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
of (and premium, if any) and interest, if any, on any Security or payment with
respect to any coupon of any series, such mention shall be deemed to include
mention of the payment of additional amounts provided for in the terms of such
Securities and this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.


 


If the
Securities of a series provide for the payment of additional amounts as
contemplated by Section 301(20), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal (and premium, if any) and interest, if any,
if there has been any change with respect to the matters set forth in the below
mentioned Officers’ Certificate, the Company will furnish the Trustee for that
series of Securities and the Company’s principal Paying Agent or Paying Agents,
if other than such Trustee, with an Officers’ Certificate instructing such
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of (and premium, if any) and interest, if any, on the Securities of
that series shall be made to Holders of Securities of that series or any
related coupons who are United States Aliens without withholding for or on account
of any tax, assessment or other governmental charge referred to above or
described in the Securities of that series. 
If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee for such series of Securities or such Paying
Agent such additional amounts as may be required pursuant to the terms
applicable to such series.  The Company
covenants to indemnify the Trustee for such series of Securities and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without gross negligence or bad faith on their part arising
out of or in connection with


 


64

















 


actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section 1009.


 


Section 1010. Calculation
of Original Issue Discount.


 


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


 


Section 1011. Statement
by Officers as to Default.


 


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


 


ARTICLE 11


 


REDEMPTION OF
SECURITIES


 


Section 1101. Applicability
of This Article.


 


Redemption of
Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by any form of Security issued pursuant to this
Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that
if any provision of any such form of Security shall conflict with any provision
of this Article, the provision of such form of Security shall govern.


 


Section 1102. Election
to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities of any series shall be evidenced by or
pursuant to a Board Resolution.  In case
of any redemption at the election of the Company of less than all of the
Securities of any particular series, the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee for the Securities of such series) notify such
Trustee by Company Request of such Redemption Date and of the principal amount
of Securities of that series to be redeemed and shall deliver to such Trustee
such documentation and records as shall enable such Trustee to select the
Securities to be redeemed pursuant to Section 1103.  In the case of any redemption of Securities of any series prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee for Securities of such series with an Officers’ Certificate
evidencing compliance with such restriction.


 


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


 


If less than
all the Securities are to be redeemed, the Company may select the series to be
redeemed, and if less than all the Securities of any series are to be redeemed,
the particular Securities of that series to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the


 


65

















 


Trustee for the Securities of such series, from the Outstanding
Securities of that series not previously called for redemption, by such method
as such 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 that series of a denomination larger
than the minimum authorized denomination for Securities of that series pursuant
to Section 302 in the currency or currency unit in which the Securities of such
series are denominated.


 


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


 


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


 


Section 1104. Notice
of Redemption.


 


Notice of
redemption shall be given in the manner provided in Section 106 not later than
the thirtieth (30th) day and not earlier than the sixtieth (60th)
day prior to the Redemption Date, to each Holder of Securities to be redeemed.


 


All notices of
redemption shall state:


 


(1)  the Redemption Date,


 


(2)  the Redemption Price,


 


(3)  if less than all
Outstanding Securities of a particular series are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed, including the
Identifying Number of such Securities,


 


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


 


(5)  that on the Redemption Date
the Redemption Price will become due and payable upon each such Security or
portion thereof, and that interest thereon, if any (or in the case of OID
Securities, original issue discount), shall cease to accrue on and after said
date,


 


(6)  the place or places where
such Securities, together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption Date are to be
surrendered for payment of the Redemption Price,


 


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


 


(8)  that, unless otherwise
specified in such notice, Bearer Securities of any series, if any, surrendered
for redemption must be accompanied by all coupons maturing subsequent to the
date fixed for redemption or the amount of any such missing coupon or coupons
will be deducted


 


66

















 


from the
Redemption Price or security or indemnity satisfactory to the Company, the
Trustee for such series and any Paying Agent is furnished,


 


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


 


(10)  the conversion rate or
conversion price, the date on which the right to convert the Securities to be
redeemed will terminate and the places where Securities may be surrendered for
conversion and the procedures for surrendering the Securities for conversion.


 


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 for such
Securities in the name and at the expense of the Company.


 


Section 1105. Deposit
of Redemption Price.


 


Prior to the
opening of business on any Redemption Date, the Company shall deposit with the
Trustee for the Securities to be redeemed or with a Paying Agent for such
Securities (or, if the Company is acting as its own Paying Agent for such
Securities, segregate and hold in trust as provided in Section 1003) an amount
of money in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such Series and except as provided in Sections 311(b) and 311(d))
sufficient to pay the principal amount of (and premium, if any, thereon), and
(except if the Redemption Date shall be an Interest Payment Date) any accrued
interest on, all the Securities which are to be redeemed on that date.


 


Section 1106. Securities
Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currency unit in which the Securities of
such series are payable (except as otherwise provided pursuant to Section 301
for the Securities of such series and except as provided in Sections 311(b) and
311(d)) and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to
be redeemed, except to the extent provided below, shall be void.  Upon surrender of such Security for redemption
in accordance with said notice together with all coupons, if any, appertaining
thereto maturing after the Redemption Date, such Security or specified portions
thereof shall be paid by the Company at the Redemption Price; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest, and provided,
further, that unless otherwise specified as contemplated by Section
301, installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any Bearer
Security surrendered for redemption shall not be accompanied by all coupons
appertaining thereto maturing after the Redemption Date, such Security may be
paid after deducting from


 


67

















 


the Redemption Price an amount equal to the face amount of all such
missing coupons or the surrender of such missing coupon or coupons may be
waived by the Company if there is furnished to the Company, the Trustee for
such Security and any Paying Agent such security or indemnity as they may
require to save the Company, such Trustee and any Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to such Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


If any
Security called for redemption shall not be so paid upon surrender thereof for redemption,
the principal thereof (and premium, if any, thereon) shall, until paid, bear
interest from the Redemption Date at a rate per annum equal to the rate borne
by the Security (or, in the case of OID Securities, the Security’s Yield to
Maturity).


 


Section 1107. Securities
Redeemed in Part.


 


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


 


Section 1108.  Tax Redemption; Special Tax Redemption.


 


(a)  If specified pursuant to Section 301,
Securities of any series may be redeemed at the option of the Company in whole,
but not in part, on not more than 60 days’ and not less than 30 days’ notice,
on any Redemption Date at the Redemption Price specified pursuant to Section
301, if the Company determines that (A) as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction in the United States), which
change or amendment is announced or becomes effective on or after a date
specified in Section 301 with respect to any Security of such series, the
Company has or will become obligated to pay additional amounts pursuant to
Section 1009 with respect to any Security of such series or (B) on or after a
date specified in Section 301 with respect to any Security of such series, any
action has been taken by any taxing authority of, or any decision has been
rendered by a court of competent jurisdiction in, the United States or any
political subdivision or taxing authority thereof or therein, including any of
those actions specified in (A) above, whether or not such action was taken or
decision was rendered with respect to the Company, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such
case, in the Opinion of Counsel to the Company will result in a material
probability that the Company will become obligated to pay additional amounts
pursuant to Section 1009 with respect to any Security of such series, and (C)
in any such case specified in (A) or (B) above the Company, in its business
judgment, determines that such obligation cannot be avoided by the use of
reasonable measures available to the Company.


 


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(b)  Unless otherwise specified pursuant to
Section 301, if the Company shall determine that any payment made outside the
United States by the Company or any of their Paying Agents of principal or
interest due in respect of any Bearer Security (an “Affected Security”) of such
series or any coupon appertaining thereto would, under any present or future
laws or regulations of the United States, be subject to any certification,
information or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity (as
distinguished from, for example, status as a United States Alien) of a
beneficial owner of such Affected Security of such series or coupon that is a
United States Alien (other than such a requirement that (i) would not be
applicable to a payment made by the Company, or any one of their Paying Agents
(A) directly to the beneficial owner or (B) to a custodian, nominee or
other agent of the beneficial owner, (ii) can be satisfied by such custodian, nominee
or other agent certifying to the effect that such beneficial owner is a United
States Alien; provided that, in each case referred to in clauses (i)(B) or
(ii), payment by such custodian, nominee or other agent to such beneficial
owner is not otherwise subject to any such requirement (other than a
requirement which is imposed on a custodian, nominee or other agent described
in item (iv) of this sentence), (iii) would not be applicable to a payment made
by at least one other Paying Agent of the Company or (iv) is applicable to a
payment to a custodian, nominee or other agent of the beneficial owner of such
Security who is a United States person (as hereinafter defined), a controlled
foreign corporation for United States tax purposes, a foreign person 50 percent
or more of the gross income of which for the three-year period ending with the
close of its taxable year preceding the year of payment is effectively
connected with a United States trade or business, or is otherwise related to
the United States), the Company shall elect by notice to the Trustee for such
series of Securities either (x) to redeem the Affected Securities of such
series, as a whole, at a redemption price equal to the principal amount
thereof, together with interest accrued to the date fixed for redemption, or
(y) if the conditions of the next succeeding paragraph are satisfied, to pay
the additional amounts specified in such paragraph.  The Company shall make such determination and election as soon as
practicable and give prompt notice thereof (the “Determination Notice”) in the
manner described in Section 106 stating the effective date of such
certification, information or reporting requirement, whether the Company has
elected to redeem the Affected Securities of such series or to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the
last date by which the redemption of the Affected Securities of such series
must take place, as provided in the next succeeding sentence.  If the Company elects to redeem the Affected
Securities of such series, such redemption shall take place on such date, not
later than one year after the giving of the Determination Notice, as the
Company shall specify by written notice to such Trustee given not less than 45
nor more than 75 days before the Redemption Date.  Notice of such redemption of the Affected Securities of such
series shall be given to the Holders thereof not less than 30 days nor more
than 60 days prior to the Redemption Date. 
Notwithstanding the foregoing, the Company shall not so redeem the
Affected Securities of such series if the Company shall subsequently determine
by notice to the Trustee, not less than 30 days prior to the Redemption Date,
that subsequent payments on the Affected Securities of such series would not be
subject to any such certification, information or other reporting requirement,
in which case the Company shall give prompt notice of such subsequent
determination in the manner specified in Section 106 and any earlier redemption
notice shall be revoked and be of no further effect.  The right of the Holders of Affected Securities called for
redemption to exchange such Affected Securities for Registered Securities
(which Registered Securities will remain Outstanding following such redemption)
will terminate on the fifteenth day prior to the Redemption Date, and no
further exchanges of Affected Securities for Registered Securities shall be
permitted unless the Company shall have made the subsequent determination and
given the notice referred to in the preceding sentence.  As used hereinabove, “United States person”
means any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is subject to United
States federal income taxation regardless of its source.


 


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If and so long
as the certification, information or other reporting requirement referred to in
the preceding paragraph would be fully satisfied by payment of a withholding
tax, backup withholding tax or similar charge, the Company may elect by notice
to the Trustee to pay such additional amounts as may be necessary so that every
net payment made outside the United States following the effective date of such
requirement by the Company or any of their Paying Agents of principal (or
premium, if any) or interest, if any, due in respect of any Affected Security
of such series or any coupon appertaining thereto to a Holder who certifies
that the beneficial owner is a United States Alien (but without any requirement
that the nationality, residence or identity of such beneficial owner be
disclosed to the Company, any Paying Agent or any governmental authority),
after deduction or withholding for or on account of such withholding tax,
backup withholding tax or similar charge (other than a withholding tax, backup
withholding tax or similar charge that (i) is the result of a certification,
information or other reporting requirement described in the third parenthetical
clause of the first sentence of the preceding paragraph or (ii) is imposed as a
result of presentation of any such Affected Security or such coupon for payment
more than 10 days after the date on which such payment becomes due and payable
or on which payment thereof was duly provided for, whichever occurs later),
will not be less than the amount provided in such Affected Security or such
coupon to be then due and payable.  In
the event the Company elects to pay such additional amounts, (the Company’s
election to exercise such right to be evidenced by prompt written notice to the
Trustee for the Securities of the appropriate series), the Company will have
the right, at its sole option, at any time, to redeem the Affected Securities
of such series as a whole, but not in part, at the Redemption Price, subject to
the provisions of the last four sentences of the immediately preceding
paragraph.  If the Company has made the
determination described in the preceding paragraph with respect to
certification, information or other reporting requirements applicable only to
interest and subsequently makes a determination in the manner and of the nature
referred to in such preceding paragraph with respect to such requirements applicable
to principal, the Company will redeem the Affected Securities of such series in
the manner and on the terms described in the preceding paragraph unless the
Company elects to have the provisions of this paragraph apply rather than the
provisions of the immediately preceding paragraph.  If in such circumstances the Affected Securities of such series
are to be redeemed, the Company shall have no obligation to pay additional
amounts pursuant to this paragraph with respect to principal (or premium, if
any) or interest accrued and unpaid after the date of the notice of such
determination indicating such redemption, but will be obligated to pay such
additional amounts with respect to interest accrued and unpaid to the date of
such determination.  If the Company
elects to pay additional amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be
satisfied, then the Company shall promptly redeem the Affected Securities of
such series in whole, but not in part, at the Redemption Price subject to the
provisions of the last four sentences of the immediately preceding
paragraph.  If the Company elects to, or
is required to, redeem the Affected Securities of such series pursuant to this
paragraph, it shall publish in the manner and to the extent provided in Section
106 prompt notice thereof.  If the
Affected Securities of such series are to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one
year after publication of the notice of redemption, as the Company shall
specify by notice to the Trustee for such series of Securities at least 60 days
prior to the Redemption Date.  Any
redemption payments made by the Company pursuant to this paragraph shall be
subject to the continuing obligation of the Company to pay additional amounts
pursuant to this paragraph.


 


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ARTICLE 12


 


SINKING FUNDS


 


Section 1201. Applicability
of This Article.


 


Redemption of
Securities through operation of a sinking fund as permitted or required by any
form of Security issued pursuant to this Indenture shall be made in accordance
with such form of Security and this Article; provided,
however, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern.


 


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


 


Section 1202. Satisfaction
of Sinking Fund Payments With Securities.


 


The Company
(1) may deliver Outstanding Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto, and (2) 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, however, that
such Securities have not been previously so credited.  Such Securities shall be received and credited for such purpose
by the Trustee for such Securities at the principal amount thereof and the
amount of such sinking fund payment shall be reduced accordingly.


 


Section 1203. Redemption
of Securities for Sinking Fund.


 


Not less than
60 days prior to each sinking fund payment date for any particular series of
Securities, the Company will deliver to the Trustee for the Securities of such
series an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash in the currency or currency unit in which the Securities of that series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of that series and except as provided in Sections 311(b) and 311(d))
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 1202 and shall state
the basis for such credit and that such Securities have not previously been so
credited and will also deliver to such Trustee any Securities to be so
delivered.  Such Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.


 


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ARTICLE 13


 


MEETINGS OF
HOLDERS OF SECURITIES


 


Section 1301. Purposes
for Which Meetings May Be Called.


 


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


 


Section 1302. Call,
Notice and Place of Meetings.


 


(a)  The Trustee for any series of Securities
that includes Bearer Securities, may at any time call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1301, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in London, as such Trustee shall determine.  Notice of every meeting of Holders of Securities of such series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 20 nor more than 180 days prior to the
date fixed for the meeting.


 


(b)  In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee for
any such series to call a meeting of the Holders of Securities of such series
for any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and such
Trustee shall not have made the first publication of the notice of such meeting
within 30 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, The
City of New York, or in London, for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this
Section.


 


Section 1303. Persons
Entitled to Vote at Meetings.


 


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


 


Section 1304. Quorum;
Action.


 


The Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for a meeting of Holders of Securities of
such series.  In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of


 


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the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Subject to Section 1305(d), notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1302(a), except that such notice
need be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. 
Notice of the reconvening of an adjourned meeting shall state expressly
that Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series shall constitute a quorum.


 


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


 


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


 


Section 1305. Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)  Notwithstanding any other provision of this
Indenture, the Trustee for any series of Securities that includes Bearer
Securities may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate.  Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of any proxy
shall be proved in the manner specified in Section 104 or by having the
signature of the person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the
holding of Bearer Securities.  Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.


 


(b)  The Trustee for any series of Securities
that includes Bearer Securities shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


 


(c)  At any meeting each Holder of a Security of
such series or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series held or represented by him as determined in
accordance with Section 115; provided,
however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. 
The chairman of the meeting shall have no right to vote, except as a
Holder of a Security of such series or proxy.


 


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(d)  Any meeting of holders of Securities of any
series duly called pursuant to Section 1302 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.


 


Section 1306. Counting
Votes and Recording Action of Meetings.


 


The vote upon
any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section
1304.  Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to the
Trustee for such series of Securities to be preserved by such Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE 14


 


SUBORDINATION OF
SECURITIES


 


Section 1401. Agreement to Subordinate.


 


Except as
otherwise specified in a Board Resolution establishing the series of Securities
pursuant to Section 301, the Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Securities by his acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and
premium, if any) and interest, if any, on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness.


 


Section 1402. Distribution on Dissolution,
Liquidation and Reorganization; Subrogation of Securities.


 


Except as
otherwise specified in a Board Resolution establishing the series of Securities
pursuant to Section 301, upon any distribution of assets of the Company upon
any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of the Company or otherwise (subject to the power of
a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Senior Indebtedness and the
holders thereof with respect to the Securities and the holders thereof by a
lawful plan of reorganization under Title 11, U.S. Code or any similar foreign,
federal or state law for the relief of debtors):


 


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


 


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


 


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


 


Subject to the payment in
full of all Senior Indebtedness, the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any)
and interest, if any, on the Securities shall be paid in full and no such
payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors (other than the holders of Senior
Indebtedness), and the Holders of the Securities be deemed to be a payment by
the Company to or on account of the Securities.  It is understood that the provisions of this Article Fourteen are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand. 
Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors (other than the holders of Senior Indebtedness), and the
Holders of the Securities, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest, if any, on the Securities as
and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors
of the Company (other than the holders of Senior Indebtedness), nor shall
anything herein or in the Securities prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Fourteen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.  Upon any payment or
distribution of assets of the Company referred to in this Article Fourteen, the
Trustee, subject to the provisions of Section 601, shall be entitled to rely
upon a certificate of the liquidating trustee or agent or other person making
any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the


 


75

















 


Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Fourteen.


 


The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness.  The Trustee shall not be liable to any such holder if it shall
pay over or distribute to or on behalf of Holders of Securities or the Company
moneys or assets to which any holder of Senior Indebtedness shall be entitled
by virtue of this Article Fourteen.


 


If the Trustee or any Holder of Securities does not
file a proper claim or proof of debt in the form required in any proceeding
referred to above prior to 30 days before the expiration of the time to file
such claim in such proceeding, then the holder of any Senior Indebtedness is
hereby authorized, and has the right, to file an appropriate claim or claims
for or on behalf of such Holder of Securities.


 


Section 1403. No Payment on Securities in
Certain Circumstances.


 


Except as otherwise specified
in a Board Resolution establishing the series of Securities pursuant to Section
301,


 


(a)           Upon the maturity of
any Senior Indebtedness by lapse of time, acceleration (unless waived,
rescinded or annulled) or otherwise, or upon any payment default (with or
without the giving of notice or lapse of time or both, in accordance with the
terms of the instrument governing such Senior Indebtedness, and without any
waiver or forgiveness) with respect to any Senior Indebtedness, all amounts
payable thereon shall first be paid in full on such Senior Indebtedness, before
any payment is made, directly or indirectly by set off or otherwise, on account
of principal of, or interest on, the Securities of such series or to acquire
any of the Securities of such series or on account of the redemption provisions
of the Securities of such series.


 


(b)           Upon a default with
respect to any Senior Indebtedness (other than under circumstances when the
terms of paragraph (a) of this Section are applicable), as such default is
defined therein or in the instrument under which it is outstanding, permitting
the holders to accelerate the maturity thereof, upon written notice thereof
given to the Company and the Trustee by or on behalf of holders of such Senior
Indebtedness (“Default Notice”), then, unless and until such default shall have
been cured or waived by the holders of such Senior Indebtedness or shall have
ceased to exist (the “Payment Blockage Period”), no direct or indirect payment
shall be made by the Company with respect to the principal of, or interest on,
the Securities of such series and the coupons, if any, appertaining thereto or
to acquire any of such Securities or on account of the redemption provisions of
the Securities of such series and the coupons, if any, appertaining thereto;
provided, however, that this paragraph (b) shall not prevent the making of any
payment (which is not otherwise prohibited by paragraph (a)) for more than 179
days after the Default Notice shall have been given unless the Senior
Indebtedness in respect of which such event of default exists has been declared
due and payable in its entirety, in which case no such payment may be made
until such acceleration has been rescinded or annulled or such Senior
Indebtedness has been paid in full.


 


(c)           If, notwithstanding
the foregoing provisions of this Section, any payment on account of principal
of, or interest on, the Securities of such series or of any coupon appertaining
thereto shall be received by the Trustee, by any Holder or by any Paying Agent
(or, if the Company is acting as its own Paying Agent, money for any such


 


76

















 


payment is segregated and held in trust), then, unless and until such
payment is no longer prohibited by this Section, such payment (subject to the
provisions of Section 1404) shall be held in trust for the benefit of the
holders of Senior Indebtedness and, upon notice to the Trustee or such Paying
Agent from the representative of the holders of the Senior Indebtedness and
pursuant to the directions of such representative, shall be paid over or
delivered to the holders of Senior Indebtedness or their representative(s),
ratably according to the aggregate amount remaining unpaid on account of the
principal of and interest on the Senior Indebtedness held or represented by
each, for application to the payment or prepayment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in accordance with its terms, after giving effect to any concurrent payment or
distribution or provision therefor to or for the holders of Senior
Indebtedness.  Promptly after becoming
aware thereof, the Company shall give written notice to the Trustee of any
event prohibiting payments on account of principal of, or interest on, the
Securities of any series and any coupons appertaining thereto and, in such
event, shall provide to the Trustee, in the form of an Officers’ Certificate,
the names and addresses of the holders of such Senior Indebtedness and their
representative(s), if any, the amount of the Senior Indebtedness held by each
such holder, any information necessary to calculate the daily or other increase
in Senior Indebtedness held by such holders and any other information which the
Trustee may reasonably request to comply with this Article.  Subject to the provisions of Section 1402
hereof, in the event that the Trustee or the Paying Agent reasonably determines
that additional evidence is required with respect to any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee or the Paying Agent, as the case may be, may request
that such person furnish evidence to its reasonable satisfaction as to the
extent such person is entitled to participate in such payment or distribution
and as to other facts pertinent to the rights of such persons under this
Article and if such evidence is not furnished, the Trustee or the Paying Agent,
as the case may be, may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.


 


Section 1404. Payments on Securities Permitted.


 


Nothing contained in this
Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as
provided in Sections 1402 and 1403, payments of principal of (or premium, if
any) or interest, if any, on the Securities or (b) prevent the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of (or premium, if any) or interest, if any, on the Securities,
unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.


 


Section 1405. Authorization of Holders to
Trustee to Effect Subordination.


 


Each Holder of Securities by
his acceptance thereof authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate any subordination
as provided in this Article Fourteen and appoints the Trustee his
attorney-in-fact for any and all such purposes.


 


Section 1406. Notices to Trustee.


 


Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of


 


77

















 


moneys to or by the Trustee
or such Paying Agent, unless and until the Trustee or such Paying Agent shall
have received written notice thereof from the Company or from the holder of any
Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee; provided, however, that if at least two Business
Days prior to the date upon which by the terms hereof any such moneys may
become payable for any purpose (including, without limitation, the payment of
either the principal (or premium, if any) or interest, if any, on any Security)
the Trustee shall not have received with respect to such moneys the notice
provided for in this Section 1406, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such moneys and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary, which may be received
by it within two Business Days prior to such date.  The Trustee shall be entitled to rely conclusively on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Indebtedness
or a trustee on behalf of any such holder. 
In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Fourteen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article Fourteen and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.


 


Section 1407. Trustee as Holder of Senior
Indebtedness.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article Fourteen
in respect of any Senior Indebtedness at any time held by it to the same extent
as any other holder of Senior Indebtedness and nothing elsewhere in this
Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.


 


Nothing in this Article
Fourteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.


 


Section 1408. Modifications of Terms of
Senior Indebtedness.


 


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


 


Section 1409. Reliance on Judicial Order
or Certificate of Liquidating Agent.


 


Upon any
payment or distribution of assets of the Company referred to in this Article
Fourteen, the Trustee and the Holders of the Securities shall be entitled to
rely conclusively upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership,


 


78

















 


liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Fourteen.


 


*    *   
*


 


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.


 


79

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Indenture dated as of
            
    ,
                 
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of
                
    ,             .


 


 


	
   

  	
  COMMUNITY HEALTH SYSTEMS, INC.,

  
	
   

  	
    Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
    Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


80

















 


EXHIBIT A


 


[FORM
OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY A
BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER
SECURITY IN EXCHANGE FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO
EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST IN A
PERMANENT GLOBAL SECURITY]


 


COMMUNITY HEALTH SYSTEMS, INC.


 


[Insert title or description of Securities]


 


Reference is
hereby made to the Indenture, dated as of            ,        (the
“Indenture”) between Community Health Systems, Inc. (the “Company”) and
Wachovia Bank, National Association, as Trustee.  Terms used herein unless otherwise defined shall have the
meanings ascribed to them in the Indenture.


 


This is to
certify that as of the date hereof [and except as provided in the fourth
paragraph hereof]*,
$                            principal
amount of the above-captioned Securities represented by a temporary Global
Security (the “temporary Global Security”) held by you for our account is:


 


(i)            beneficially owned
by persons that are not United States persons (as defined below);


 


(ii)           owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in United States Treasury Regulation Section 1.165-12(c)(1)(v)
(“financial institutions”)) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the beneficial interest in the
temporary Global Security through foreign branches of United States financial
institutions and who hold the beneficial interest in the temporary Global
Security through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, for the benefit of the Company, that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder); or


 


(iii)          owned by financial
institution(s) for the purpose of resale during the restricted period (as
defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7))
and, in addition, financial institution(s) described in this clause (iii)
(whether or not also described in clause (i) or (ii)), further certify that they
have not acquired the beneficial interest in the temporary Global Security for
the purpose of resale directly or indirectly to a United States person or to a
person within the United States.


 


“United States
person” means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States and an estate or trust the income of which is subject to United
States federal income taxation regardless of its source, and “United States”
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (including the Commonwealth of Puerto Rico).


 

















 


[This
certificate excepts and does not relate to
$                   
principal amount of the temporary Global Security held by you for our account
as to which we are not able to provide a certificate in this form.  We understand that exchange of such portion
of the temporary Global Security for [definitive Bearer Securities] [interests
in a permanent Global Security] cannot be made until we are able to provide a
certificate in this form.]* We undertake to advise you promptly by tested telex
on or prior to the date on which you intend to submit your certification
relating to the above-captioned Securities held by you for our account if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of such
date.


 


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


 


	
  Dated:

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  [Name of Person Making Certification]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
					



 












*  Delete if inappropriate.


 


2

















 


EXHIBIT B


 


[FORM
OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM BANKING REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY FOR
DEFINITIVE SECURITIES OR FOR A PORTION OF A PERMANENT GLOBAL SECURITY]


 


COMMUNITY HEALTH SYSTEMS, INC.


 


[Insert title or description of Securities]


 


Reference is
hereby made to the Indenture, dated as of             ,          (the
“Indenture”) between Community Health Systems, Inc. (the “Company”) and
Wachovia Bank, National Association, as Trustee.  Terms used herein unless otherwise defined shall have the
meanings ascribed to them in the Indenture.


 


We refer to
that portion of the temporary Global Security in respect of the above-captioned
Securities which is herewith submitted to be exchanged for [definitive Bearer
Securities] [interests in a permanent Global Security] (the “Submitted
Portion”) as provided in the Prospectus Supplement dated [insert date of
Prospectus Supplement] in respect of such issue.  This is to certify that (i) we have received in writing or by
tested telex or electronically (in accordance with the requirements of United
States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(ii)) a certificate or
certificates with respect to the entire Submitted Portion, substantially in the
form of Exhibit B to the Indenture, and (ii) the Submitted Portion includes no
part of the temporary Global Security excepted in such certificates.


 


We further
certify that as of the date hereof we have not received any notification from
any of the persons giving such certificates to the effect that the statements
made by them with respect to any part of the Submitted Portion are no longer
true and cannot be relied on as of the date thereof.


 


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


 


	
  U.S. $

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Euroclear Bank S.A./N.V.] [Clearstream Banking S.A.]*

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
						



 












*  Delete if inappropriate.


 

















 


EXHIBIT C


 


[FORM
OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY A
BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A TEMPORARY
GLOBAL SECURITY]


 


COMMUNITY HEALTH SYSTEMS, INC.


 


 [Insert title or description of
Securities]


 


Reference is
hereby made to the Indenture, dated as of            ,           (the
“Indenture”) between Community Health Systems, Inc. (the “Company”) and
Wachovia Bank, National Association, as Trustee.  Terms used herein unless otherwise defined shall have the
meanings ascribed to them in the Indenture.


 


This is to
certify that as of the date hereof [and except as provided in the fourth
paragraph hereof]*,
$                      principal
amount of the above-captioned Securities represented by a temporary Global
Security (the “temporary Global Security”) held by you for our account is:


 


(i)            beneficially owned
by persons that are not United States persons (as defined below);


 


(ii)            owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in United States Treasury Regulation Section
1.165-12(c)(1)(v) (“financial institutions”)) purchasing for their own account
or for resale, or (b) United States person(s) who acquired the beneficial interest
in the temporary Global Security through foreign branches of United States
financial institutions and who hold the beneficial interest in the temporary
Global Security through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, for the benefit of the Company, that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder); or


 


(iii)          owned by financial
institution(s) for the purpose of resale during the restricted period (as
defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7))
and, in addition, financial institution(s) described in this clause (iii)
(whether or not also described in clause (i) or (ii)), further certify that
they have not acquired the beneficial interest in the temporary Global Security
for the purpose of resale directly or indirectly to a United States person or
to a person within the United States.


 


“United States
person” means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States and an estate or trust the income of which is subject to United
States federal income taxation regardless of its source, and “United States”
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (including the Commonwealth of Puerto Rico).


 

















 


[This
certificate excepts and does not relate to
$               
principal amount of the temporary Global Security held by you for our account
as to which we are not able to provide a certificate in this form.  We understand that payments, if any, due
with respect to such portion of the temporary Global Security cannot be made
until we are able to provide a certificate in this form.]*


 


We undertake
to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities
held by you for our account if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed
that this certification applies as of such date.


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
  [Name of Person Making Certification]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
						



 












*  Delete if inappropriate.


 


2

















 


EXHIBIT D


 


[FORM
OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM BANKING REGARDING PAYMENT ON A TEMPORARY GLOBAL SECURITY]


 


COMMUNITY HEALTH SYSTEMS, INC.


 


[Insert title or description of Securities]


 


Reference is
hereby made to the Indenture, dated as of                  ,          
(the “Indenture”) between Community Health Systems, Inc. (the “Company”)
and Wachovia Bank, National Association, as Trustee.  Terms used herein unless otherwise defined shall have the
meanings ascribed to them in the Indenture.


 


We refer to
that portion of the temporary Global Security in respect of the above-captioned
Securities for which we hereby request that you make payment to us of the
amounts payable on the relevant payment date (the “Submitted Portion”) as
provided in the Prospectus Supplement dated [insert date of Prospectus
Supplement] in respect of such issue. 
This is to certify that (i) we have received in writing or by tested
telex or electronically (in accordance with the requirements of United States
Treasury Regulation Section 1.163- 5(c)(2)(i)(D)(3)(ii)) a certificate or
certificates with respect to the entire Submitted Portion, substantially in the
form of Exhibit D to the Indenture, and (ii) the Submitted Portion includes no
part of the temporary Global Security excepted in such certificates.


 


We further
certify that as of the date hereof we have not received any notification from
any of the persons giving such certificates to the effect that the statements
made by them with respect to any part of the Submitted Portion are no longer
true and cannot be relied on as of the date thereof.


 


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


 


Submitted
Portion:


 


	
  U.S. $

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Euroclear Bank S.A./N.V.]*

  
	
   

  	
  [Clearstream Banking S.A.]*

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
						



 












*  Delete if inappropriate.