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EXHIBIT 4.8  





      



SEROLOGICALS CORPORATION  


and  



[                                        ],



Trustee  


  
 

    SUBORDINATED INDENTURE    
    


Dated as of                        , 200   





      









  



TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	
 SECTION 101.	
 	

Definitions.	
 	

1
	 	SECTION 102.	 	Compliance Certificates and Opinions.	 	8
	 	SECTION 103.	 	Form of Documents Delivered to Trustee.	 	9
	 	SECTION 104.	 	Acts of Holders; Record Dates.	 	9
	 	SECTION 105.	 	Notices, Etc., to Trustee and Company.	 	11
	 	SECTION 106.	 	Notice to Holders; Waiver.	 	11
	 	SECTION 107.	 	Conflict with Trust Indenture Act.	 	11
	 	SECTION 108.	 	Effect of Headings and Table of Contents.	 	12
	 	SECTION 109.	 	Successors and Assigns.	 	12
	 	SECTION 110.	 	Separability Clause.	 	12
	 	SECTION 111.	 	Benefits of Indenture.	 	12
	 	SECTION 112.	 	Governing Law.	 	12
	 	SECTION 113.	 	Legal Holidays.	 	12
	 	SECTION 114.	 	Computations.	 	12
	
ARTICLE II SECURITY FORMS	
 	

12
	 	
 SECTION 201.	
 	

Forms Generally.	
 	

12
	 	SECTION 202.	 	Form of Legend for Global Securities.	 	13
	 	SECTION 203.	 	Form of Trustee's Certificate of Authentication.	 	14
	
ARTICLE III THE SECURITIES	
 	

14
	 	
 SECTION 301.	
 	

Title; Terms.	
 	

14
	 	SECTION 302.	 	Denominations.	 	16
	 	SECTION 303.	 	Execution, Authentication, Delivery and Dating.	 	16
	 	SECTION 304.	 	Temporary Securities.	 	17
	 	SECTION 305.	 	Registration, Registration of Transfer and Exchange.	 	17
	 	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities.	 	19
	 	SECTION 307.	 	Payment of Interest; Interest Rights Preserved.	 	19
	 	SECTION 308.	 	Persons Deemed Owners.	 	20
	 	SECTION 309.	 	Cancellation.	 	21
	 	SECTION 310.	 	Computation of Interest.	 	21
	
ARTICLE IV SATISFACTION AND DISCHARGE	
 	

21
	 	
 SECTION 401.	
 	

Satisfaction and Discharge of Indenture.	
 	

21
	 	SECTION 402.	 	Application of Trust Money.	 	22
	
ARTICLE V REMEDIES	
 	

22
	 	
 SECTION 501.	
 	

Events of Default.	
 	

22
	 	SECTION 502.	 	Acceleration of Maturity; Rescission and Annulment.	 	23
	 	SECTION 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	24
	 	SECTION 504.	 	Trustee May File Proofs of Claim.	 	25
	 	SECTION 505.	 	Trustee May Enforce Claims Without Possession of Securities.	 	25
	 	SECTION 506.	 	Application of Money Collected.	 	25
	 	SECTION 507.	 	Limitation on Suits.	 	26
	 	SECTION 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	26
	 	SECTION 509.	 	Restoration of Rights and Remedies.	 	26
	 	 	 	 	 





i







 

	 	SECTION 510.	 	Rights and Remedies Cumulative.	 	26
	 	SECTION 511.	 	Delay or Omission Not Waiver.	 	27
	 	SECTION 512.	 	Control by Holders.	 	27
	 	SECTION 513.	 	Waiver of Past Defaults.	 	27
	 	SECTION 514.	 	Undertaking for Costs.	 	27
	 	SECTION 515.	 	Waiver of Usury, Stay or Extension Laws.	 	28
	
ARTICLE VI THE TRUSTEE	
 	

28
	 	
 SECTION 601.	
 	

Certain Duties and Responsibilities.	
 	

28
	 	SECTION 602.	 	Notice of Defaults.	 	28
	 	SECTION 603.	 	Certain Rights of Trustee.	 	28
	 	SECTION 604.	 	Not Responsible for Recitals or Issuance of Securities.	 	30
	 	SECTION 605.	 	May Hold Securities.	 	30
	 	SECTION 606.	 	Money Held in Trust.	 	30
	 	SECTION 607.	 	Compensation and Reimbursement.	 	30
	 	SECTION 608.	 	Disqualification; Conflicting Interests.	 	31
	 	SECTION 609.	 	Corporate Trustee Required; Eligibility.	 	31
	 	SECTION 610.	 	Resignation and Removal; Appointment of Successor.	 	31
	 	SECTION 611.	 	Acceptance of Appointment by Successor.	 	32
	 	SECTION 612.	 	Merger, Conversion, Consolidation or Succession to Business.	 	33
	 	SECTION 613.	 	Preferential Collection of Claims Against Company.	 	33
	 	SECTION 614.	 	Appointment of Authenticating Agent.	 	33
	
ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	
 	

35
	 	
 SECTION 701.	
 	

Company to Furnish Trustee Names and Addresses of Holders.	
 	

35
	 	SECTION 702.	 	Preservation of Information; Communications to Holders.	 	35
	 	SECTION 703.	 	Reports by Trustee.	 	35
	 	SECTION 704.	 	Reports by Company.	 	35
	
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	
 	

36
	 	
 SECTION 801.	
 	

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

36
	 	SECTION 802.	 	Successor Corporation Substituted.	 	37
	
ARTICLE IX SUPPLEMENTAL INDENTURES	
 	

37
	 	
 SECTION 901.	
 	

Supplemental Indentures Without Consent of Holders.	
 	

37
	 	SECTION 902.	 	Supplemental Indentures With Consent of Holders.	 	38
	 	SECTION 903.	 	Execution of Supplemental Indentures.	 	39
	 	SECTION 904.	 	Effect of Supplemental Indentures.	 	39
	 	SECTION 905.	 	Conformity with Trust Indenture Act.	 	39
	 	SECTION 906.	 	Reference in Securities to Supplemental Indentures.	 	39
	
ARTICLE X COVENANTS	
 	

40
	 	
 SECTION 1001.	
 	

Payment of Principal, Premium and Interest.	
 	

40
	 	SECTION 1002.	 	Maintenance of Office or Agency.	 	40
	 	SECTION 1003.	 	Money for Securities Payments to Be Held in Trust.	 	40
	 	SECTION 1004.	 	Statement by Officers as to Default.	 	41
	 	SECTION 1005.	 	Existence.	 	41
	 	SECTION 1006.	 	Maintenance of Properties.	 	41
	 	SECTION 1007.	 	Payment of Taxes.	 	42
	 	SECTION 1008.	 	Waiver of Certain Covenants.	 	42
	 	 	 	 	 



ii







 

	
ARTICLE XI REDEMPTION OF SECURITIES	
 	

42
	 	SECTION 1101.	 	Company's Right of Redemption.	 	42
	 	SECTION 1102.	 	Applicability of Article.	 	42
	 	SECTION 1103.	 	Election to Redeem; Notice to Trustee.	 	43
	 	SECTION 1104.	 	Selection by Trustee of Securities to Be Redeemed.	 	43
	 	SECTION 1105.	 	Notice of Redemption.	 	43
	 	SECTION 1106.	 	Deposit of Redemption Price.	 	44
	 	SECTION 1107.	 	Securities Payable on Redemption Date.	 	44
	 	SECTION 1108.	 	Securities Redeemed in Part.	 	44
	
ARTICLE XII SUBORDINATION OF SECURITIES	
 	

45
	 	
 SECTION 1201.	
 	

Securities Subordinate to Senior Indebtedness.	
 	

45
	 	SECTION 1202.	 	Payment Over of Proceeds Upon Dissolution, Etc.	 	45
	 	SECTION 1203.	 	Prior Payment to Senior Indebtedness Upon Acceleration of Securities.	 	46
	 	SECTION 1204.	 	No Payment When Senior Indebtedness in Default.	 	46
	 	SECTION 1205.	 	Payment Permitted If No Default.	 	47
	 	SECTION 1206.	 	Subrogation to Rights of Holders of Senior Indebtedness.	 	47
	 	SECTION 1207.	 	Provisions Solely to Define Relative Rights.	 	47
	 	SECTION 1208.	 	Trustee to Effectuate Subordination.	 	48
	 	SECTION 1209.	 	No Waiver of Subordination Provisions.	 	48
	 	SECTION 1210.	 	Notice to Trustee.	 	48
	 	SECTION 1211.	 	Reliance on Judicial Order or Certificate of Liquidating Agent.	 	48
	 	SECTION 1212.	 	Trustee Not Fiduciary For Holders of Senior Indebtedness.	 	48
	 	SECTION 1213.	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights.	 	49
	 	SECTION 1214.	 	Article Applicable to Paying Agents.	 	49
	 	SECTION 1215.	 	Certain Conversions or Exchanges Deemed Payment.	 	49
	
ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	
 	

49
	 	
 SECTION 1301.	
 	

Company's Option to Effect Defeasance or Covenant Defeasance.	
 	

49
	 	SECTION 1302.	 	Defeasance and Discharge.	 	49
	 	SECTION 1303.	 	Covenant Defeasance.	 	50
	 	SECTION 1304.	 	Conditions to Defeasance or Covenant Defeasance.	 	50
	 	SECTION 1305.	 	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.	 	51
	 	SECTION 1306.	 	Reinstatement.	 	52
	 	SECTION 1307.	 	Qualifying Trustee.	 	52




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CERTAIN SECTIONS OF THIS INDENTURE RELATING
  TO SECTIONS 310 THROUGH 318,
  INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:    
    



	TRUST INDENTURE ACT SECTION
 
	 	INDENTURE SECTION

	SECTION 310(a)(1)	 	609, 610
	(a)(2)	 	609
	(a)(3)	 	NOT APPLICABLE
	(a)(4)	 	NOT APPLICABLE
	(a)(5)	 	609
	(b)	 	608, 610
	SECTION 311(a)	 	613
	(b)	 	613
	SECTION 312(a)	 	701, 702
	(b)	 	702
	(c)	 	702
	SECTION 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	SECTION 314(a)	 	704
	(a)(4)	 	101, 1004
	(b)	 	NOT APPLICABLE
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	NOT APPLICABLE
	(d)	 	NOT APPLICABLE
	(e)	 	102
	SECTION 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	SECTION 316(a)	 	101
	(a)(1)(a)	 	502, 512
	(a)(1)(b)	 	513
	(a)(2)	 	NOT APPLICABLE
	(b)	 	508
	(c)	 	104
	SECTION 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	SECTION 318(a)	 	107





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


iv










        SUBORDINATED INDENTURE, dated as of                        , 200  ,
between Serologicals Corporation, a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 5655 Spalding Drive, Norcross, Georgia 30092, and
[                        ], as Trustee (herein called the
"Trustee"). 


RECITALS OF THE COMPANY  


        WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
debt securities in one or more series (the "Securities") of substantially the tenor hereinafter provided, and to provide the terms and conditions upon which the Securities are to be authenticated,
issued and delivered; and 


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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


ARTICLE I  


 DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION  


SECTION
101. Definitions. 


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



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



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


        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted at the time of such computation; provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the
Company; 


        (4)   unless
the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and 


        (5)   the
words "herein", "hereinafter", "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. 




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



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







 



        "Authenticating
Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities. 


        "Board
of Directors" means either the board of directors of the Company or any duly authorized committee of that board. 


        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full
force and effect on the date of such certification, and delivered to the Trustee. 



        "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York, Atlanta, Georgia, the Corporate Trust
Office or any Place of Payment are authorized or obligated by law or executive order to close. 


        "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 at such time. 



        "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. 


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


        "Company
Request" and "Company Order" mean, respectively, a written request or order signed in the name of the Company by (i) its Chairman of the Board of Directors, Chief
Executive Officer, President or any Vice President, and (ii) its Treasurer, any Associate Treasurer, any Assistant Treasurer, its Controller, its Secretary or any Assistant Secretary, and
delivered to the Trustee or, with respect to Sections 303, 304, 305 and 603, any other employee of the Company named in an Officers' Certificate delivered to the Trustee. 


        "Corporate
Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof
is located
at                                         
       . 



        "Corporation"
means a corporation, association, company, joint-stock company or business trust. 


        "Covenant
Defeasance" has the meaning specified in Section 1303. 


        "Defaulted
Interest" has the meaning specified in Section 307. 


        "Defeasance"
has the meaning specified in Section 1302. 


        "Depositary"
means the clearing agency registered under the Exchange Act that is designated by the Company in Section 301 to act as depositary for any series of Securities with
respect to such series (or any successor to such clearing agency). 


        "Dollar"
means 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. 


        "Event
of Default," unless otherwise specified with respect to Securities of a series pursuant to Section 301, has the meaning specified in Section 501. 


        "Exchange
Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. 



        "Expiration
Date" has the meaning specified in Section 104. 


2







 



        "Fair
Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no
compulsion to
sell and an informed and willing buyer under no compulsion to buy. Unless otherwise indicated, Fair Market Value shall be determined in good faith by the Board of Directors. 



        "Foreign
Currency" means any currency issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such
governments. 


        "Global
Security" means a Security that evidences all or part of a series of Securities issued to the Depositary or its nominee for such series, and registered in the name of such
Depositary or its nominee and bearing the legend set forth in Section 202. 


        "Government
Obligations" means, with respect to the Securities of any series, securities which are (i) direct obligations of the United States of America or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed by the
United States of America and which, in either case, are full faith and credit obligations of the United States of America and are not callable or redeemable at the option of the issuer thereof and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation held by such custodian
for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such
depository receipt. 


        "Governmental
Authority" means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body. 


        "Guarantee"
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including,
without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of Indebtedness. 


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


        "Indebtedness"
means, with respect to any Person, without duplication: 



        (1)   all
liabilities of such Person for borrowed money (including overdrafts) or for the deferred purchase price of property or services, excluding any trade payables and
other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities; 


        (2)   all
obligations of such Person evidenced by bonds, notes, debentures or other similar instruments; 


        (3)   indebtedness
of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary
course of business; 


        (4)   all
capitalized lease obligations of such Person; 


        (5)   all
obligations of such Person under or in respect of interest rate agreements or currency agreements; 



3







 




        (6)   all
Indebtedness referred to in (but not excluded from) the preceding clauses of other Persons and all dividends declared by other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (the amount of such obligation being deemed to be the lesser of the
Fair Market Value of such property or asset or the amount of the obligation so secured); 


        (7)   all
Guarantees by such Person of Indebtedness referred to in this definition or of any other Person; 


        (8)   all
Redeemable Equity Interests of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends;
and 


        (9)   the
present value of the obligation of such Person as lessee for net rental payments (excluding all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water, utilities and similar charges to the extent included in such rental payments) during the remaining term of the lease included in any sale and leaseback
transaction of such Person, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with generally accepted accounting principles in the United States. 




        "Indenture"
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of each particular series of Securities established as contemplated by Section 301, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. 


        "Interest
Payment Date" means as to each series of Securities the Stated Maturity of an installment of interest on such Securities. 


        "Interest
Rate" means the rate of interest specified or determined as specified in each Security as being the rate of interest payable on such Security. 



        "Investment
Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 


        "Junior
Subordinated Indebtedness" means any Indebtedness of the Company which is expressly subordinate in right of payment to the Securities pursuant to a written agreement. 


        "Junior
Subordinated Payment" has the meaning specified in Section 1202. 


        "Lien"
means, with respect to any asset, mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset given to secure Indebtedness, whether or
not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction with respect to any
such lien, pledge, charge or security interest). 


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


        "Notice
of Default" means a written notice of the kind specified in Section 501(3). 


4







 

        "Officers'
Certificate" means a certificate signed by (i) the Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President, and (ii) the
Treasurer, any Associate Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 


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


        "Original
Issue Date" means the date of issuance specified as such in each Security. 



        "Original
Issue Discount Security" means any security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502. 


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



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



        (2)   Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 


        (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 to the Trustee proof satisfactory to it that
such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company; provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, and (C) Securities
beneficially owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor. 




        "Paying
Agent" means the Trustee or any other Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 


5









   
        "Person" means any individual, corporation, partnership, joint venture, association, limited liability or joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof. 


        "Place
of Payment" means, with respect to the Securities of any series, the place or places where the principal of and any premium and interest on the Securities of such series are
payable as specified as contemplated by Section 301. 


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


        "Proceeding"
has the meaning specified in Section 1202. 


        "Redeemable
Equity Interests" means any class of the Company's capital stock that, either by its terms, by the terms of any securities into which it is convertible or exchangeable, by
contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed (whether by sinking fund or otherwise) prior to the date that is
ninety-one (91) days after the final Stated Maturity of the Securities or is redeemable at the option of the holder thereof at any time prior to such date (other than upon a
Fundamental Change in circumstances where the holders of the Securities would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such date (unless it
is convertible or exchangeable solely at the option of the Company). 


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



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


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Securities of a series means, unless otherwise provided pursuant to Section 301 with respect to
Securities of a series, the date which is fifteen days next preceding such Interest Payment Date (whether or not a Business Day). 


        "Responsible
Officer," when used with respect to the Trustee, means any officer of the Trustee located at the Corporate Trust Office and assigned by the Trustee from time to time to
administer its corporate trust matters. 


        "Restricted
Subsidiary" means a Subsidiary which is incorporated in any State of the United States or in the District of Columbia, provided that no such Subsidiary shall be a Restricted
Subsidiary if (i) the total assets of such Subsidiary are less than 10% of the total assets of the Company and its consolidated Subsidiaries (including such Subsidiary), in each case as set
forth on the most recent fiscal year-end balance sheets of such Subsidiary and the Company and its consolidated Subsidiaries, respectively, and computed in accordance with generally
accepted accounting principles, or (ii) in the judgment of the Board of Directors, as evidenced by a Board Resolution, such Subsidiary is not material to the financial condition of the Company
and its consolidated Subsidiaries taken as a whole. 


        "Securities"
or "Security" means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture. 


        "Securities
Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 


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



        "Senior
Bank Debt" means all obligations now or hereafter existing, under or in respect of the Senior Credit Agreement, whether for principal, premium, if any, interest (including
interest accruing 


6







 



after
the filing of, or which would have accrued but for the filing of, a petition by or against the Company under Bankruptcy Law, at the rate provided in the document with respect thereto, whether or
not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including, without limitation, any fees, premiums, expenses,
reimbursement obligations with respect to letters of credit and indemnities). 


        "Senior
Credit Agreement" means the Company's existing $117,500,000 Credit Agreement dated as of April 7, 2003, among the Company, the several lenders from time to time parties
thereto and UBS AG, as administrative agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, as such Credit Agreement (and
related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith) may be amended, restated, supplemented, replaced, refinanced, extended or otherwise
modified from time to time. 


        "Senior
Indebtedness" means: 



        (1)   all
Senior Bank Debt; and 


        (2)   the
principal of, premium, if any, and interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or
against the Company under Bankruptcy Law, at the rate provided in the document with respect thereto, whether or not such interest is allowed as a claim after such filing in any proceeding under such
law) on all Indebtedness of the Company (other than the Securities), whether outstanding on the Original Issuance Date or thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the
Securities. 




        Notwithstanding
the foregoing, "Senior Indebtedness" shall not include: 



        (a)   Indebtedness
evidenced by the Securities; 


        (b)   Indebtedness
of the Company that is expressly subordinated in right of payment to any Indebtedness of the Company; 


        (c)   Indebtedness
of the Company that by operation of law is subordinate to any general unsecured obligations of the Company; 


        (d)   any
liability for federal, state or local taxes, or other taxes, owed or owing by the Company; 


        (e)   accounts
payable or other liabilities owed or owing by the Company to trade creditors (including Guarantees thereof or instruments evidencing such liabilities); 



        (f)    amounts
owed by the Company for compensation to employees or for services rendered to the Company; 


        (g)   Indebtedness
of the Company to any subsidiary or any other Affiliate of the Company or any of such Affiliate's subsidiaries; 


        (h)   capital
stock of the Company; 


        (i)    Indebtedness
evidenced by any Guarantee of any Indebtedness that ranks pari passu with or is junior in right of payment
to the Securities; and 


        (j)    Indebtedness
which, when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code, is without recourse to the
Company. 




        "Special
Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 


7







 

        "Stated
Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal or installment of principal, as such date may be extended or shortened as
provided pursuant to the terms of such Security. 


        "Subordinated
Indebtedness" means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari
passu with the Securities and is not by its express terms subordinate in right of payment to any Indebtedness of the Company which is not Senior Indebtedness. 


        "Subsidiary"
means, with respect to any Person, (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital
stock or other equity interest 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 such Person
or one or more of the other subsidiaries of that Person (or a combination thereof) and (b) any partnership (i) the sole general partner or managing general partner of which is such
Person or a subsidiary of such Person or (ii) the only general partners of which are such Person or of one or more subsidiaries of such Person (or any combination thereof). 


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


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


        "Trustee"
as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of that series. 


        "Vice
President" when used with respect to the Company or the Trustee, means any officer with a title of "Vice President", "Senior Vice President" or "Executive Vice President". 


SECTION
102. Compliance Certificates and Opinions. 


        Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of an application
or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or
opinion need be furnished. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 1004)
shall include: 



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


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



8







 




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


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




SECTION
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 a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers, or other
management employee of the Company or any Subsidiary stating that the information with respect to such factual matters is in the possession of the Company or such Subsidiary, 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; Record Dates. 



        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive and may be relied upon by the Trustee, the
Company, and any agent of the Trustee or the Company, if made in the manner provided in this Section. 


        (b)   The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of
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 a Person acting in a capacity other than his individual capacity, 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 



9







 




Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may determine. 


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



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


        (f)    The
Company may, but shall not be obligated to, set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities, provided
that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the
requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and
nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of Securities in the manner set forth in Section 106. 




        The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to
join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities in the manner set forth in Section 106. 



        With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may
change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing,
and to each 


10







 



Holder
of Securities in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to
this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 


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



SECTION
105. Notices, Etc., to Trustee and Company. 


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



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



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




        Neither
the Company nor the Trustee shall be deemed to have received any such request, demand, authorization, direction, notice, consent, waiver or Act of Holders unless given, furnished
or filed as provided in this Section 105. 



SECTION
106. Notice to Holders; Waiver. 


        Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than
the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 


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



SECTION
107. Conflict with Trust Indenture Act. 


        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 


11









   
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 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, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent and their successors and assigns, and the
Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


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. Legal Holidays. 


        In
any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the
Maturity or Stated Maturity and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, if such payment is
made or duly provided for on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day. 


SECTION
114. Computations. 


        Unless
otherwise specifically provided, the certificate or opinion of any independent firm of public accountants of recognized standing selected by the Board of Directors shall be
conclusive evidence of the correctness of any computation made under the provisions of this Indenture. The Company shall furnish to the Trustee upon its request a copy of any such certificate or
opinion. 


ARTICLE II  


 SECURITY FORMS  



SECTION
201. Forms Generally. 


        The
Securities of each series shall be substantially in the form attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate provisions as are required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be 


12







 



determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 with respect to the authentication and delivery of such Securities. 


        The
Trustee's certificate of authentication shall be substantially in the form set forth in this Article. 



        The
definitive Securities shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required
by any securities exchange on which the Securities may be listed, or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 


        The
Securities of each series will initially be issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the
aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or increased, as appropriate. The Global Security or Securities evidencing the
Securities of a series (and all Securities issued in exchange therefore) shall bear the legend indicated in Section 202. 


SECTION
202. Form of Legend for Global Securities. 


        Every
Global Security authenticated and delivered hereunder shall, in addition to the provisions contained in Exhibit A, bear a legend in substantially the following form: 



        UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


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


13







 

SECTION
203. Form of Trustee's Certificate of Authentication. 


        The
Trustee's certificates of authentication shall be in substantially the following form: 


Certificate
of Authentication 


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


Dated:




	 	 	
[                                        ]


as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Signatory





ARTICLE III  


 THE SECURITIES  


SECTION
301. Title; Terms. 


        The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


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



        (a)   the
title of the securities of such series, which shall distinguish the Securities of the series from all other Securities; 


        (b)   the
limit, if any, upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 304, 305, 306, 906 or 1108
and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal
amount of such series may be increased above such amount by a Board Resolution to such effect; 


        (c)   the
Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof; 


        (d)   the
rate or rates, if any, at which the Securities of such series shall bear interest or the method of determining such rate or rates, the Interest Payment Dates on
which such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date, the Regular Record Date (if other than as defined in this Indenture) for the
interest payable on any Interest Payment Date and the dates from which interest shall accrue and the method of determining these dates; 


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


        (f)    the
period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series
may be redeemed or prepaid, in whole or in part, at the option of the Company; 



14







 




        (g)   the
obligation or the right, if any, of the Company to redeem, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 


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


        (i)    if
other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the
Securities of the series shall be payable, or in which the Securities of the series shall be denominated; 


        (j)    the
additions, if any, to the Events of Default or covenants of the Company set forth herein with respect to the Securities of such series; 


        (k)   if
other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of
the Maturity thereof; 


        (l)    the
additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the
Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 


        (m)  any
index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts
will be determined; 


        (n)   the
issuance of a temporary Global Security representing all of the Securities of such series and the terms upon which such temporary Global Security may be exchanged
for definitive Securities of such series; 


        (o)   whether
the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the identity of the Depositary
for such Global Securities; 


        (p)   the
appointment of any Paying Agent or Agents for the Securities of such series; 



        (q)   the
terms and conditions of any right or obligation on the part of the Company, or any option on the part of the Holders, to convert or exchange Securities of such
series into cash or any other securities or property of the Company or any other Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit
or facilitate such conversion or exchange; 


        (r)   the
relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such
other series of Securities are Outstanding or not; 


        (s)   whether
and under what circumstances any or all of the provisions of this Indenture relating to the subordination of the Securities (including the provisions of Article
Thirteen), will apply or cease to apply to Securities of the series; and 


        (t)    any
other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture). 



15







 





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


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



SECTION
302. Denominations. 


        The
Securities of each series shall be in registered form without coupons and shall be issuable in denominations of $1,000 and any integral multiples thereof, unless otherwise specified
as contemplated by Section 301. 


SECTION
303. Execution, Authentication, Delivery and Dating. 


        The
Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President, under its corporate seal
reproduced or impressed thereon and attested by its Treasurer, any Associate Treasurer, any Assistant Treasurer, its Secretary or any Assistant Secretary. The signature of any of these officers on the
Securities may be manual or facsimile. 


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


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication,
together with a
Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. 



        Notwithstanding
the provisions of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company
Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such Company Order is delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued. 


        Each
Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture. 


        Minor
typographical and other minor errors in the text of any Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered
by the Trustee. 


        The
Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities with respect to each series of Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the initially issued Securities of such series, (ii) shall be registered in 


16







 



the
name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially in the form required in Section 202. 


        The
Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. 


SECTION
304. Temporary Securities. 


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


        If
temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized denominations and having the same Original Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 


SECTION
305. Registration, Registration of Transfer and Exchange. 


        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a
Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. 


        Upon
surrender for registration of transfer of any Security at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations and of a like tenor and aggregate principal amount,
of the same original Issue Date and Stated Maturity and having the same terms. 


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


        At
the option of the Holder, Securities may be exchanged for other Securities, of the same series of any authorized denominations, of like tenor and aggregate principal amount, of the
same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 


17







 



        If
at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall cease to be a clearing agency
registered under the Exchange Act as provided in Section 303, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing the Securities in exchange for such Global Security or Securities. 


        The
Company may at any time and in its sole discretion determine that individual Securities 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 individual Securities, will authenticate
and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for
such Global Security or Securities. 


        The
Depositary may surrender a Global Security in exchange in whole or in part for individual Securities on such terms as are acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service charge: 



        to
each Person specified by such Depositary a new individual Security or Securities 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 


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




        Upon
the exchange of a Global Security for individual Securities in an aggregate principal amount equal to the principal amount of such Global Security, such Global Security shall be
canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such
individual 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 for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 


        No
service charge shall be made to a Holder for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108
not involving any transfer. 


18









   
        Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section: (i) to issue, register the transfer of or exchange any Security of any series
during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption of any such Securities selected for redemption of Securities pursuant to
Article Eleven and ending at the close of business on the day of such mailing of notice of redemption; or (ii) to register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof that is not redeemed. 


SECTION
306. Mutilated, Destroyed, Lost and Stolen Securities. 


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


        If
there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by
a bona fide purchaser, the issuing Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the
same issue and series of like tenor and principal amount, having the same Original Issue Date and Stated Maturity and bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding. 


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


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



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


SECTION
307. Payment of Interest; Interest Rights Preserved. 


        Interest
on any Security of any series which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities of such series. The initial payment of interest on
any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to
Section 301 with respect to the related series of Securities. 


19







 



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


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




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


SECTION
308. Persons Deemed Owners. 


        The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 


        None
of the Company, the Trustee nor any agent of the Company or the Trustee 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 maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 


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SECTION
309. Cancellation. 


        All
Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. 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 held by
the Trustee shall be disposed of as directed by a Company Order, and the Trustee shall deliver to the Company a certificate evidencing the disposition of the cancelled Securities. Acquisition by the
Company of any Security shall not operate as a redemption or satisfaction of the indebtedness represented by such Security unless and until the same is delivered to the Trustee for cancellation. 



SECTION
310. Computation of Interest. 


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


ARTICLE IV  


 SATISFACTION AND DISCHARGE  


SECTION
401. Satisfaction and Discharge of Indenture. 


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



        (1)   either




        (A)  all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 


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



          (i)  have
become due and payable, or 


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



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




and
the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds: (A) money in an amount; (B) Government
Obligations which through the scheduled payment of principal and interest in respect thereof 




21







 


in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; or (C) a combination thereof, in each case sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee of such series (but such opinion need only be delivered if
Government Obligations have been so deposited), to pay and discharge, and which shall be applied by the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; 




        (2)   the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and 


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




        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 401 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. 


        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and the preceding paragraph, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money and/or Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 



SECTION
402. Application of Trust Money. 


        Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant to Section 401 and all proceeds of
such Government Obligations and the interest thereon, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for
whose payment such money and Government Obligations have been deposited with the Trustee. 


ARTICLE V  


 REMEDIES  


SECTION
501. Events of Default. 


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



        (1)   default
in the payment of any interest upon any Security of that series when it becomes due and payable, and such default continues 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 



22









  



        (3)   default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in the performance of
which or the breach of which is specifically dealt with elsewhere in this Section), 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 or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or 


        (4)   the
entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or 


        (5)   the
institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer of consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law,
or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its
willingness to be adjudicated a bankrupt, or the taking of corporate action by the Company in furtherance of any such action; or 


        (6)   any
other Event of Default specified with respect to Securities of that series as contemplated in Section 301. 




SECTION
502. Acceleration of Maturity; Rescission and Annulment. 


        If
an Event of Default (other than an Event of Default specified in Section 501(4) or 501(5)) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the
terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable, provided that the payment of principal and interest on such Securities shall remain subordinated to
the extent provided in Article Thirteen. If an Event of Default specified in Section 501(4) or 501(5) with respect to Securities of a series at the time Outstanding occurs, the principal amount
of all the Securities of such series (or specified amount) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable. 


        At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences if: 



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



23







 


        (A)  all
overdue interest on all Securities of that series, 



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


        (C)  to
the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or prescribed therefor in such
Securities, and 


        (D)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 




        (2)   all
Events of Default with respect to Securities of that series, other than the non-payment of the principal (or a specified portion of the principal) of and
interest on Securities of that series which has become due solely by such declaration of 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 on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 


        (2)   default
is made in the payment of the principal or premium, if any, on any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any)
and interest, including, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or premium, if any, and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel. 




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



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


24







 



SECTION
504. Trustee May File Proofs of Claim. 


        In
case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors: 



        (a)   the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, 



          (i)  to
take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, and 



         (ii)  in
particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same
in accordance with Section 506; and 




        (b)   any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee for distribution in accordance with Section 506, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607. 




        No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. 


SECTION
505. Trustee May Enforce Claims Without Possession of Securities. 


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


SECTION
506. Application of Money Collected. 


        Any
money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or premium, if any, or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid: 



        FIRST:
To the payment of all amounts due the Trustee and any predecessor Trustee under Section 607; 


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



25







 




        THIRD:
To the payment of the remainder, if any, to the Company, its successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct. 




SECTION
507. Limitation on Suits. 



        No
Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless: 



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


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



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


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


        (5)   no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 




SECTION
508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 


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


SECTION
509. Restoration of Rights and Remedies. 


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


SECTION
510. Rights and Remedies Cumulative. 


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or 


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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 or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


SECTION
512. Control by Holders. 


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



        such
direction shall not be in conflict with any rule of law or with this Indenture, involve the Trustee in personal liability or be unduly prejudicial to the Holders of the Securities
not joining in the action; and 


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




SECTION
513. Waiver of Past Defaults. 


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



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


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




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


SECTION
514. Undertaking for Costs. 


        All
parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, any party litigant in such suit to file
an undertaking to pay the costs of such suit, and that court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any such party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, that neither this Section
nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or any suit instituted by any Holder for the
enforcement of the payment of the principal of 


27







 



(or
premium, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date). 


SECTION
515. Waiver of Usury, 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 usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted. 


ARTICLE VI  


 THE TRUSTEE  



SECTION
601. Certain Duties and Responsibilities. 


        The
duties, responsibilities, protections, privileges, and immunities of the Trustee shall be as provided by the Trust Indenture Act, particularly Sections 315 and 316 thereof, unless
expressly excluded as provided in this Article Six. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it. 



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


SECTION
602. Notice of Defaults. 


        If
a default occurs hereunder with respect to the Securities of a series, the Trustee within 90 days of such default shall give the Holders of such Securities notice of such
default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(3) with respect to such
Securities, no such notice to Holders shall be given until at least 30 days after the occurrence thereof; and provided, further, that the Trustee may withhold notice to the Holders, of any
default with respect to Securities of a series (except any default of the character specified in Section 501(1) and (2)), if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of the notice is in the interest of the Holders of such Securities. 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 the Securities of a series. 


SECTION
603. Certain Rights of Trustee. 


        Subject
to the provisions of Section 601: 



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


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



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        (3)   whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate and may at its discretion
secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same; 



        (4)   the
Trustee may consult with counsel and the written 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; 


        (5)   the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; 


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


        (7)   the
Trustee's immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this
Indenture shall extend to the Trustee's officers, directors, agents and employees and its services as Paying Agent, Security Registrar or any other role assumed by the Trustee hereunder or to which it
has been appointed with respect to the Securities issued hereunder. Such immunities and protections and right to indemnification, together with the Trustee's right to compensation, shall survive the
Trustee's resignation or removal and final payment of the Securities; 


        (8)   the
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture; 



        (9)   the
Trustee shall not be deemed to have knowledge of any "default" or Event of Default hereunder except (i) during any period it is serving as Paying Agent for
the Securities of a series, any Event of
Default pursuant to Section 501(1) or (2), or (ii) any default or Event of Default of which a Responsible Officer shall have received written notification from the Company or the Holders
of at least 25% in aggregate principal amount of the Securities of the series with respect to which such default or Event of Default has occurred and is continuing or obtained "actual knowledge." The
term "actual knowledge" as used herein shall mean the actual fact or statement of knowing by a Responsible Officer without independent investigation with respect thereto. The term "default" as used in
this Section 603 shall mean any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of a series; and 


        (10) the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the payment of debt service on the
Securities from moneys furnished to it pursuant hereto), whether at the request or direction of the Holders or any other Person, pursuant to this Indenture or otherwise, unless it shall have been
offered reasonable indemnity or security against the fees, advances, costs, expenses and liabilities which might be incurred by it in connection with the exercise of any such rights or powers. 




        Notwithstanding
anything else herein contained, (i) the Trustee shall not be liable for any error of judgment made in good faith by any officer of the Trustee unless it shall be
proved that the Trustee was grossly negligent in ascertaining the pertinent facts and (ii) no provision of this Indenture shall require 


29







 

the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it
believes the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 


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, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee 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, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent. 


SECTION
606. Money Held in Trust. 


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


SECTION
607. Compensation and Reimbursement. 


        The
Company agrees: 



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


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


        (3)   to
indemnify, defend and to hold the Trustee harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and
disbursements of its agents or attorneys) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith or with the exercise or performance of any of its powers or
duties hereunder; 


        (4)   that
the Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities; and 



30







 




        (5)   without
limiting any rights available to the Trustee under applicable law, that when the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(4) or Section 501(5), 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. 




SECTION
608. Disqualification; Conflicting Interests. 


        If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under this Indenture with respect to Securities of more than one series or by virtue of being a Trustee under this Indenture [and under
the Indenture dated as of [                        ] between the Company and
[                        ], as Trustee]. 



SECTION
609. Corporate Trustee Required; Eligibility. 


        There
shall at all times be a Trustee hereunder which shall (i) be a corporation organized and doing business under the laws of the United States of America, any State thereof or
the District of Columbia, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000, and (iv) be
subject to supervision or examination by Federal or State authority. If such corporation files reports of condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so filed. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six. Neither the Company nor any Person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the
Securities of any series issued hereunder. 


SECTION
610. Resignation and Removal; Appointment of Successor. 


        No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611. 



        The
Trustee may resign as Trustee at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


        The
Trustee may be removed as Trustee hereunder at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. 


        If
at any time: 



        (1)   the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months; or 


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



31







 




        (3)   the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company
by a Board Resolution may remove the Trustee, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees. 




        If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series 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 any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security for at least six months may, subject to
Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series. 


        The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 


SECTION
611. Acceptance of Appointment by Successor. 



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


        (b)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor 



32







 




Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 


        (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 the paragraph (a) or (b) of this Section, as the case may be. 



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




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


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


SECTION
613. Preferential Collection of Claims Against Company. 


        If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor). 


SECTION
614. Appointment of Authenticating Agent. 


        The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a 


33







 



certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State, Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent files reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. 


        If
at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section. 


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


        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. 


        No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 


        The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 


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


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



	 	 	
[                                         
         ],

as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 As Authenticating Agent
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Signatory





34








   ARTICLE VII  


 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY  


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


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



        (1)   semi-annually,
not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such Regular Record Date; and 


        (2)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; provided, that no such list need be provided in any case to the extent it would include names and addresses received
by the Trustee in its capacity as Security Registrar. 




SECTION
702. Preservation of Information; Communications to Holders. 


        The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. 



        The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act. 


        Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 



SECTION
703. Reports by Trustee. 


        The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in
the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this
Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a). 


        A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee whenever any Securities are listed on any stock exchange. 


SECTION
704. Reports by Company. 


        The
Company shall: 



        (1)   file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the 



35







 

Trustee
and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and
regulations; 


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


        (3)   transmit
by mail, to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to Clauses (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. 



ARTICLE VIII  


 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  


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



        (a)   Subject
to Section 801(c), the Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its assets substantially as
an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge with or into the Company, unless: 



        (1)   the
Company is the surviving corporation in a merger or consolidation; or 


        (2)   in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company substantially as an entirety shall
be a corporation, partnership, trust or limited liability company, organized and validly 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, the due and punctual payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; and 



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


        (4)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with. 




        (b)   Subject
to Section 801(c), any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of any such transaction shall be treated as
having been incurred by the Company or such Subsidiary at the time of such transaction. 



36







 

        (c)   The
provisions of Section 801(a) and (b) shall not be applicable to: 



        (1)   the
direct or indirect conveyance, transfer or lease of all or any portion of the stock, assets or liabilities of any of the Company's wholly owned Subsidiaries to the
Company or to other wholly owned Subsidiaries of the Company; or 


        (2)   any
recapitalization transaction, a change of control of the Company or a highly leveraged transaction unless such transaction or change of control is structured to
include a merger or
consolidation by the Company or the conveyance, transfer or lease of the Company's assets substantially as an entirety. 





SECTION
802. Successor Corporation Substituted. 


        Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the 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, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and
thereafter, except in the case of any lease, the Company shall be relieved of all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. 



        In
case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be
appropriate. 


ARTICLE IX  


 SUPPLEMENTAL INDENTURES  


SECTION
901. Supplemental Indentures Without Consent of Holders. 


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



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


        (2)   to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or 



        (3)   to
provide for the issuance under this Indenture of Securities in bearer form (including securities registrable as to principal only) and to provide for exchangeability
of such Securities for Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; or 


        (4)   to
establish the form or terms of Securities of any series as permitted by Sections 201 or 301; or 


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


        (6)   to
add any additional Events of Default; or 


        (7)   to
secure the Securities; or 



37







 




        (8)   to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any 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 


        (9)   to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture as the Company and the Trustee may deem necessary and desirable, provided that such action pursuant to this
Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or 


        (10) to
conform any provision hereof to the requirements of the Trust Indenture Act or otherwise as necessary to comply with applicable law; or 


        (11) to
modify the provisions in Article Thirteen of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner not materially
adverse to the Holders thereof; or 


        (12) to
make any change that does not adversely affect the rights of any Holder in any material respect. 




SECTION
902. Supplemental Indentures With Consent of Holders. 


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



        (1)   change
the Stated Maturity of the principal of, or any installment of interest payable on, any Outstanding Security, or reduce the principal amount of or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon redemption or would be
provable in bankruptcy, or adversely affect any right of repayment of the Holder of any Security or change the Place of Payment or the coin or currency in which, any Outstanding Security or the
interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or 


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


        (3)   modify
any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(8); or 



38







 




        (4)   modify
the provisions of Article Thirteen of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner materially adverse to
the Holders thereof. 




        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 shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties, protections, privileges, indemnities, liabilities 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 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
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series. 


39








   ARTICLE X  


 COVENANTS  


SECTION
1001. Payment of Principal, Premium and Interest. 


        The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest on the Securities of
that series in accordance with the terms of such Securities and this Indenture. 


        Unless
otherwise specified as contemplated by Section 301, the Company shall pay interest on overdue amounts at the rate set forth in the first paragraph of the Securities, and it
shall pay interest on overdue interest at the same rate (to the extent that the payment of such interest shall be legally enforceable), which interest on overdue interest shall accrue from the date
such amounts became overdue. 



SECTION
1002. Maintenance of Office or Agency. 


        The
Company will maintain in each Place of Payment for any series, an office or agency where Securities of that series may be presented or surrendered for payment, and an office or
agency where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.
The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice to the Trustee 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 or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands. 


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


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 series of Securities, it will, on or before each due date of the principal of or premium, if any, or
interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, and any interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 



        Whenever
the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. 


        The
Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent, (2) give the Trustee notice of
any default by the Company (or any 


40







 



other
obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest, and (3) at any time during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 



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


        Any
money or U.S. Government Obligation (including the proceeds thereof and the interest thereon) deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable
shall be paid to the Company at its option on Company Request (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) or (if then held by the
Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of
the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company. 


SECTION
1004. Statement by Officers as to Default. 


        The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate covering the
preceding fiscal year, stating whether or not, to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge. 


SECTION
1005. 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 legal existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 


SECTION
1006. Maintenance of Properties. 


        The
Company will cause all material properties of the Company used or useful in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the Company and each Restricted Subsidiary may 


41







 



properly
and advantageously conduct their respective businesses at all times; provided, however, that nothing in this Section shall prevent the Company from selling, abandoning or otherwise disposing
of, or discontinuing the operation or maintenance of, any of such properties if such action is, in the judgment of the Company, desirable in the conduct of its business or the business of any
Restricted Subsidiary. 



SECTION
1007. Payment of Taxes. 


        The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the
Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary, and lawful claims for labor, materials and supplies, which, if unpaid, might
by law become a Lien upon the property of the Company or any Restricted Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment or governmental charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Securities. 


SECTION
1008. Waiver of Certain Covenants. 


        The
Company may omit in any particular instance to comply with any term, provision, covenant or condition set forth in any covenant provided pursuant to Section 901(5) for the
benefit of the Holders or in any of Sections 1006 to 1008, inclusive, with respect to the Securities of any series if before or after the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 


ARTICLE XI  


 REDEMPTION OF SECURITIES  


SECTION
1101. Company's Right of Redemption. 


        Unless
otherwise specified as contemplated by Section 301 with respect to the Securities of a particular series, and notwithstanding any additional redemption rights that may be
so specified, the Company may, at its option, redeem the Securities of any series after their date of issuance in whole or in part at any time and from time to time, subject to the provisions of this
Section 1101 and the other provisions of this Article Eleven. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of a particular series, the
redemption price for any Security so redeemed shall be equal to 100% of the principal amount of such Securities then Outstanding plus accrued and unpaid interest up to, but excluding, the date fixed
for redemption; provided, however, that installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will 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 Regular Record Dates according to their terms and the provisions of Section 307. 


SECTION
1102. Applicability of Article. 


        Redemption
of Securities, as permitted or required by any form of Security issued pursuant to this Indenture or the documentation providing therefor, shall be made in accordance with
such form of Security or documentation and this Article Eleven; provided, however, that if any provision of any such form of Security or documentation shall conflict with any provision of this
Article, the provision of such 


42







 



form
of Security or documentation shall govern. Except as otherwise set forth in the form of Security for such series or such documentation, each Security shall be subject to partial redemption only
in the amount of $1,000 or integral multiples of $1,000. 


SECTION
1103. Election to Redeem; Notice to Trustee. 


        The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of the Securities
of a series, the Company shall, at least 45 days but not more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or (b) pursuant to an election of the Company which is
subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition. 


SECTION
1104. Selection by Trustee of Securities to Be Redeemed. 


        If
less than all the Securities are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than
45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, by such method as the Trustee in its sole discretion shall deem fair
and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities and specified tenor not previously called for redemption in accordance with the preceding sentence. 



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


        The
provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. 


        For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or
to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 


SECTION
1105. Notice of Redemption. 


        Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at its address appearing in the Security Register. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on
the Securities. 


43







 



        All
notices of redemption shall state: 



        (1)   the
Redemption Date; 


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



        (3)   if
less than all the Outstanding Securities consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of
any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed; 


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


        (5)   the
place or places where each such Security is to be surrendered for payment of the Redemption Price. 




        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense
of the Company and shall be irrevocable. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In
any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. 


SECTION
1106. Deposit of Redemption Price. 


        Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date. 



SECTION
1107. Securities Payable on Redemption Date. 


        Notice
of redemption having been given pursuant to Section 1105, the Securities to be so redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear or accrue any
interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with any accrued but unpaid
interest to, but excluding, the Redemption Date; provided, however, that installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will 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 Regular Record Dates according to their terms and the provisions of
Section 307. 


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


SECTION
1108. Securities Redeemed in Part. 


        Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof 


44







 



or
his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered. 


ARTICLE XII  


 SUBORDINATION OF SECURITIES  


SECTION
1201. Securities Subordinate to Senior Indebtedness. 


        The
Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in
this Article, the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate in right of payment to the prior payment in
full of all amounts then due and payable in respect of all Senior Indebtedness. Each Holder, by its acceptance hereof, waives all notice of acceptance of the subordination provisions contained herein
by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred and waives reliance by each such holder upon said provisions. 


SECTION
1202. Payment Over of Proceeds Upon Dissolution, Etc. 


        Upon
any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or
any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a
"Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or
provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to
receive or retain any payment or distribution of any kind
or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company
(including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of
principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior
Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior
Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 


        In
the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or payment thereof is provided for
in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such
payment or distribution, have been received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to
the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness. 


45







 



        For
purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of
stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as any entirety to
another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight. 


SECTION
1203. Prior Payment to Senior Indebtedness Upon Acceleration of Securities. 


        In
the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Indebtedness outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to
receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or
premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering
and crediting as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. 



        In
the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section,
and if written notice of such fact shall, at least three Business Days prior to the time of such payment, have been received by a Responsible Officer of the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 


        The
provisions of this Section shall not apply to any payment with respect to which Section 1202 would be applicable. 


SECTION
1204. No Payment When Senior Indebtedness in Default. 


        In
the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness, or in the event that any event of
default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest, if any, on
the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any
sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to
Section 1202 or as otherwise specified as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such
default in payment or event of default. 


46









   
        In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section,
and if written notice thereof shall, at least three Business Days or prior to the time of such payment, have been received by the Trustee or, as the case may be, such Holder, then and in such event
such payment shall be paid over and delivered forthwith to the Company. 


        The
provisions of this Section shall not apply to any payment with respect to which Section 1202 would be applicable. 


SECTION
1205. Payment Permitted If No Default. 


        Nothing
contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 1202 or under the conditions described in Sections 1203 and 1204, from making payments at any time of principal of (and premium, if any) or interest on the
Securities, or (b) the application by the Trustee of any money or Government Obligations deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or
interest on the Securities or the retention of such payment by the Holders, if, at least three Business Days prior to the time of such application by the Trustee, a Responsible Officer of the Trustee
did not have knowledge that such payment would have been prohibited by the provisions of this Article. 


SECTION
1206. Subrogation to Rights of Holders of Senior Indebtedness. 


        Subject
to the payment in full of all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this
Article (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as
the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the
rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if
any) and interest on the Securities shall be paid in full. For purposes of such subrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. 


SECTION
1207. Provisions Solely to Define Relative Rights. 


        The
provisions of this Article 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 Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders
of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, 


47








 



under
this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 


SECTION
1208. Trustee to Effectuate Subordination. 


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


SECTION
1209. No Waiver of Subordination Provisions. 


        No
right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. 


SECTION
1210. Notice to Trustee. 


        The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a
holder of Senior Indebtedness or from any trustee, agent or representative therefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies 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 three
Business Days prior to such date. 


SECTION
1211. Reliance on Judicial Order or Certificate of Liquidating Agent. 


        Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Article Six, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, 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 the 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. 


SECTION
1212. Trustee Not Fiduciary For Holders of Senior Indebtedness. 


        The
Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise. 


48







 



SECTION
1213. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights. 


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


SECTION
1214. Article Applicable to Paying Agents. 


        In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee. 


SECTION
1215. Certain Conversions or Exchanges Deemed Payment. 


        For
the purposes of this Article only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest on securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security.
For the purposes of this Section, the term "junior securities" means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in
right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. 


ARTICLE XIII  


 DEFEASANCE AND COVENANT DEFEASANCE  


SECTION
1301. Company's Option to Effect Defeasance or Covenant Defeasance. 



        The
Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities upon compliance with the conditions set forth below in this
Article. Any such election shall be evidenced by a Board Resolution. 


SECTION
1302. Defeasance and Discharge. 


        Upon
the Company's exercise of its option (if any) to have this Section applied to any Securities, the Company shall be deemed to have been discharged from its obligations with respect
to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company and upon Company Request, shall execute proper instruments acknowledging the same), subject to the
following, which shall survive until otherwise terminated or discharged hereunder: (1) the Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003;
(2) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and (3) this Article. Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities. 


49







 



SECTION
1303. Covenant Defeasance. 


        Upon
the Company's exercise of its option (if any) to have this Section applied to any Securities (1) the Company shall be released from its obligations under Section 801,
Section 1006, Section 1007 and any covenants provided pursuant to 901(5) for the benefit of the Holders of such Securities; and (2) the occurrence of any event specified in
Section 501(3) (with respect to any of Section 801, Section 1006, Section 1007 and any such covenants provided pursuant to Section 901(5)) shall be deemed not to be
or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby. 


        Notwithstanding
any Covenant Defeasance with respect to Section 801, any Person that would otherwise have been required to assume the obligations of the Company pursuant to said
Section shall be
required, as a condition to any merger, consolidation, conveyance, transfer or lease contemplated thereby, to assume the obligations of the Company to the Trustee under Sections 607 and 1305. 



SECTION
1304. Conditions to Defeasance or Covenant Defeasance. 


        The
following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities: 



        (1)   The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each
case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or on
the Redemption Date, in accordance with the terms of this Indenture and such Securities. 


        (2)   In
the event of an election to have Section 1302 apply to any Securities, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in the case of either (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 


        (3)   In
the event of an election to have Section 1303 apply to any Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit 



50







 




and
Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur. 


        (4)   No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred
and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(4) and (5), at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day). 


        (5)   Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for
borrowed money to which the Company is a party or by which it is bound. 



        (6)   Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment
Company Act unless such trust shall be registered under the Investment Company Act or exempt from registration thereunder. 


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



        (8)   The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with. 




SECTION
1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions. 


        Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof and the interest thereon) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to
Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1304
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. 


        Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations held
by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities. 


51







 



SECTION
1306. Reinstatement. 


        If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust. 


SECTION
1307. Qualifying Trustee. 


        Any
trustee appointed pursuant to Section 1304 for the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable
to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for
herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 


*    *    *



        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. 


52







 

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



	 	 	SEROLOGICALS CORORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

Attest:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

[                                         
         ],

as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

Attest:	
 	

 
	 	 	 	 	
 Name:

Title:




53








  



 
 

EXHIBIT A    
    


[SPECIMEN
BOND] 


(FORM
OF FACE OF SECURITY) 


        [If
the Security is an Original Issue Discount Security, insert — For purposes of Section 1271 of the United States Internal Revenue Code of 1986, as
amended, the issue price of this security is    % of its principal amount and the Issue Date
is                        , 20    ] 


SEROLOGICALS
CORPORATION

[Title of Security] 



	 	 	 	 	CUSIP:	 	 
	 	 	 	 	 	 	

	No.	 	 	 	$	 	 
	 	 	
	 	 	 	






        SEROLOGICALS
CORPORATION, a corporation organized and existing under the laws of Delaware (hereinafter called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to [Insert if Global Security-Cede & Co.], or registered assigns, the
principal sum of                        Dollars
on                        [If the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon
from
                        or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually
on                        and                 
       in each year,
commencing                        , at the rate of    % per annum, on the basis of a 360-day year consisting
of twelve 30-day months, until the principal hereof is paid or
duly provided for or made available for payment] [(If applicable insert —, and (to the extent that the payment of such interest shall be legally enforceable) at the
rate of    % per annum on any overdue principal and premium and on any overdue installment of interest)]. 


        [If
the Security is to bear interest prior to Maturity, insert — The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the date which is fifteen days (whether or not a Business Day) next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 


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


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        The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and
directs the Trustee on its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee its
attorney-in-fact for any and all such purposes. Each Holder hereof, by its acceptance hereof, waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 


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        Payment
of the principal of (and premium, if any) and [if applicable, insert — any interest] on this Security will be made at the office or
agency of the Company maintained for that purpose in [                        ], in such coin or currency of the United States of
America as at the time of payment is legal tender for
payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register]. 


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


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


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 


Dated:




	 	 	SEROLOGICALS CORPORATION
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:





	

Attest:	
 	

 
	

 Name:

Title:	
 	

 




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FORM
OF REVERSE OF SECURITY 


        This
Security is one of a duly authorized issue of securities of the Company designated as its                        due
20    (herein called the "Securities"), issued and to be
issued in one or more series under a Subordinated Indenture, dated as of                        , 200  as supplemented
and amended from time to time (herein called the "Indenture"), between the
Company and                        , as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable insert —, limited in aggregate principal amount to
$                        ]. 


        All
terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture. 


        [If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any
time [on or after                        , 20    ], as a whole or in part, at the election of the Company. The
Redemption Price for any Security so redeemed shall be equal to
100% of the principal amount of such Securities then Outstanding plus accrued and unpaid interest up to but not including the date fixed for redemption. In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 


        [Installments
of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Securities of this series, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms.] 


        The
Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this security, upon compliance by the Company with certain conditions set forth
therein. 


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


        Upon
payment of the amount of principal so declared due and payable [if applicable insert — and of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally enforceable)], all of the Company's obligations in respect of the payment of the principal of and interest,
if any, on the Securities of this series shall terminate.] 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and 


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binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 


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


        As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 


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


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


        The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 



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


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SUBORDINATED INDENTURE



CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939


EXHIBIT A