EXHIBIT
4.2


 




 





TRAVELCENTERS OF AMERICA
LLC


 


TO


 


[Bank]


 






 


Indenture


 


Dated
as of
                ,
20[   ]


 


Senior Debt Securities




 





 

















 


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

  
	
  § 310(a)(1)

  	
   

  	
   

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
   

  	
   

  	
  608, 610

  
	
  § 311(a)

  	
   

  	
   

  	
   

  	
  613

  
	
  (b)

  	
   

  	
   

  	
   

  	
  613

  
	
  § 312(a)

  	
   

  	
   

  	
   

  	
  701

  
	
   

  	
   

  	
   

  	
   

  	
  702

  
	
  (b)

  	
   

  	
   

  	
   

  	
  702

  
	
  (c)

  	
   

  	
   

  	
   

  	
  702

  
	
  § 313(a)

  	
   

  	
   

  	
   

  	
  703

  
	
  (b)

  	
   

  	
   

  	
   

  	
  703

  
	
  (c)

  	
   

  	
   

  	
   

  	
  703

  
	
  (d)

  	
   

  	
   

  	
   

  	
  703

  
	
  § 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

  
	
  § 315(a)

  	
   

  	
   

  	
   

  	
  601

  
	
  (b)

  	
   

  	
   

  	
   

  	
  602

  
	
  (c)

  	
   

  	
   

  	
   

  	
  601

  
	
  (d)

  	
   

  	
   

  	
   

  	
  601

  
	
  (e)

  	
   

  	
   

  	
   

  	
  514

  
	
  § 316(a)

  	
   

  	
   

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
   

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
   

  	
   

  	
  508

  
	
  (c)

  	
   

  	
   

  	
   

  	
  104

  
	
  § 317(a)(l)

  	
   

  	
   

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  504

  
	
  (b)

  	
   

  	
   

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
   

  	
   

  	
  107

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 102.

  	
  Compliance Certificates and Opinions

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 103.

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 104.

  	
  Acts of Holders; Record Dates

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 105.

  	
  Notices, Etc., to Trustee and Company

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 107.

  	
  Conflict with Trust Indenture Act

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 108.

  	
  Effect of Headings and Table of Contents

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 109.

  	
  Successors and Assigns

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 110.

  	
  Separability Clause

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 111.

  	
  Benefits of Indenture

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 112.

  	
  Governing Law

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 113.

  	
  Legal Holidays

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 114.

  	
  Language of Notices, Etc

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 115.

  	
  Submission to Jurisdiction

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
   

  	
   

  	
   

  	
   

  
	
  SECURITY
  FORMS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 202.

  	
  Form of Legend for Global Securities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 203.

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 204.

  	
  Securities in Global Form

  	
   

  	
  12

  



 


i

















 


	
  ARTICLE
  III

  
	
   

  	
   

  	
   

  	
   

  
	
  THE
  SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable In Series

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 307.

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 308.

  	
  Persons Deemed Owners

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 309.

  	
  Cancellation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 310.

  	
  Computation of Interest

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 311.

  	
  CUSIP Numbers

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
   

  	
   

  	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  
	
   

  	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 503.

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 504.

  	
  Trustee May File Proofs of Claim

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 505.

  	
  Trustee May Enforce Claims Without Possession
  of Securities

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 506.

  	
  Application of Money Collected

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 508.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 509.

  	
  Restoration of Rights and Remedies

  	
   

  	
  26

  



 


ii

















 


	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 512.

  	
  Control by Holders

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 515.

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  
	
   

  	
   

  	
   

  	
   

  
	
  THE
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and Responsibilities

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 605.

  	
  May Hold Securities

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 606.

  	
  Money Held In Trust

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 607.

  	
  Compensation and Reimbursement

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 608.

  	
  Conflicting Interests

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 609.

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 610.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 611.

  	
  Acceptance of Appointment by Successor

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 612.

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 613.

  	
  Preferential Collection of Claims Against Company

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 614.

  	
  Appointment of Authenticating Agent

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
   

  	
   

  	
   

  	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  36

  



 


iii

















 


	
  ARTICLE
  VIII

  
	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company May Consolidate, Etc., Only on Certain
  Terms

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 802.

  	
  Successor Substituted

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
   

  	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  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 and Other Claims

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1008.

  	
  Waiver of Certain Covenants

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1009.

  	
  Additional Amounts

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  
	
   

  	
   

  	
   

  	
   

  
	
  REDEMPTION
  OF SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  42

  



 


iv

















 


	
  SECTION 1103.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1105.

  	
  Deposit of Redemption Price

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1106.

  	
  Securities Payable on Redemption Date

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1107.

  	
  Securities Redeemed in Part

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  
	
   

  	
   

  	
   

  	
   

  
	
  SINKING
  FUNDS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1202.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1203.

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1302.

  	
  Defeasance and Discharge

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1303.

  	
  Covenant Defeasance

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1304.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1305.

  	
  Deposited Money and Government Obligations to be
  Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1306.

  	
  Reinstatement

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIV

  
	
   

  	
   

  	
   

  	
   

  
	
  MEETING
  OF HOLDERS OF SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Purposes for which Meetings may be Called

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1402.

  	
  Call, Notice and Place of Meetings

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1403.

  	
  Persons entitled to Vote at Meetings

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1404.

  	
  Quorum; Action

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1405.

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1406.

  	
  Counting Votes and Recording Action of Meetings

  	
   

  	
  51

  



 


v

















 


INDENTURE, dated as of
                  ,
20[   ] between TravelCenters of America LLC, a limited
liability company duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at
24601 Center Ridge Road, Suite 200, Westlake, OH 44145-5639 and [Bank] a
New York banking corporation, as Trustee (herein called the “Trustee”).


 


Recitals of The Company


 


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


 


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


 


Now, therefore, this indenture witnesseth:


 


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 Series thereof,
as follows:


 


ARTICLE I


 


DEFINITIONS


 


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 United
States generally accepted accounting principles, the term “generally accepted
accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted as
consistently applied by the Company at the date of such computation;


 


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


 


1

















 


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


 


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


 


“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 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 of one or more series.


 


“Authorized Newspaper” means a newspaper, in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.


 


“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”, when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.


 


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


 


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


 


“Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


2

















 


“Corporate Trust Office” means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which as of 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, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section 301.


 


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


 


“Exchange Act” means the United States 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.


 


“Global Security” means a Security that evidences all
or part of the Securities of any series and bears the legend set forth in Section 202
(or such legend as may be specified as contemplated by Section 301 for
such Securities).


 


“Government Obligation” has the meaning specified in Section 1304.


 


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


 


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


 


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


 


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


 


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


 


3
















 


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


 


“Notice of Default” means a written notice of the kind
specified in Section 501(4).


 


“Officers’ Certificate” means a certificate signed by
the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
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.


 


“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;


 


(3) Securities as to which Defeasance has been
effected pursuant to Section 1302; and


 


(4) Securities that have been paid pursuant to Section 305
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver, or other action hereunder as
of any date or whether a quorum is present at a meeting of Holders of
Securities, (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 that 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 that shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case
of a Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and 


 


4

















 


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, or upon any such determination as to the presence of a quorum, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of Payment”, when used with respect to the
Securities of any series, means the place or places specified in accordance
with Section 301 where the principal of and any premium and interest on
the Securities of that series are payable.


 


“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.


 


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


 


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


 


“Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301.


 


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


 


“Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture provided,
however, that if at any time there is
more than one Person acting as Trustee under this Indenture, “Securities” with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.


 


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


 


5

















 


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


 


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


 


“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 inter-est is due and payable.


 


“Subsidiary” means a corporation or limited liability
company more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, “voting-stock” means the equity interest that ordinarily has voting
power for the election of directors, managers or trustees of an entity, or
persons performing similar functions, whether at all times or only so long as
no senior class of equity interest has such voting power by reason of any
contingency.


 


“Trust Indenture Act” means the United States 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 Securities of that series.


 


“United States Alien” means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.


 


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


 


SECTION 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.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (except
for certificates provided for in Section 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;


 


6

















 


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


 


(3)        a statement that, in the opinion of each
such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such 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 of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


SECTION 104.                    Acts of Holders; Record Dates.


 


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 agent duly appointed in writing. 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 shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.


 


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


 


7

















 


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


 


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


 


The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
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 of such series, 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 of the relevant series 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
by Holders of the requisite principal amount of Outstanding Securities of such
series 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 of the relevant series 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 of the
relevant series 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 of any series
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, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series 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 of such series 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 of the relevant series 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 of the relevant series
in the manner set forth in Section 106.


 


With respect to any record date set pursuant to this
Section, the party hereto that sets such record date 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 Holder of Securities of the relevant series 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 that 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.


 


8

















 


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,


 


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


 


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


 


SECTION 106.                    Notice to Holders; Waiver.


 


Except as otherwise expressly provided herein, where
this Indenture provides for notice of any event to Holders of Securities, such
notice shall be sufficiently given to Holders of Securities if in writing and
mailed, first-class postage prepaid, to each Holder of a Security 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 case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where notice to Holders
of Securities is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder of a Security
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 of Securities 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.


 


SECTION 107.                    Conflict with Trust Indenture Act.


 


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


 


9

















 


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 and
their successors hereunder, and the Holders of Securities, 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 law of the State of New York.


 


SECTION 113.                    Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of 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 at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.


 


SECTION 114.                    Language of Notices, Etc.


 


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


 


SECTION 115.                    Submission to Jurisdiction.


 


The Company irrevocably submits to the non-exclusive
jurisdiction of any federal or state court in the City, County and State of New
York, United States, and any appellate court from any thereof, in any legal
suit, action or proceeding based on or arising under the Securities or this
Indenture and agrees that all claims in respect of such suit or proceeding may
be determined in any such court. The Company irrevocably waives to the fullest
extent permitted by law, any objection to any such suit, including actions,
suits or proceedings relating to the securities laws of the United States of
America or any state thereof, in such courts whether on the grounds of venue,
residence or domicile or the defense of an inconvenient forum or objections to
personal jurisdiction with respect to the maintenance of such legal suit,
action or proceeding. The Company agrees that the final judgment in any such
suit, action or 


 


10

















 


proceeding brought in
such court shall be conclusive and binding upon the Company and may be enforced
in any court to the jurisdiction of which the Company is subject by a suit upon
such judgment.


 


ARTICLE II


 


SECURITY FORMS


 


SECTION 201.                    Forms Generally.


 


The Securities of each series shall be in
substantially the forms set forth in Exhibits A and A1 or in such other form
(including temporary or permanent global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently herewith,
be 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 for the authentication and
delivery of such Securities (or any such temporary global Security).


 


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


 


SECTION 202.                    Form of Legend for Global
Securities.


 


Unless otherwise specified as contemplated by Section 301
for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE 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 SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


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


 


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


 


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


 


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  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
				



 


SECTION 204.                    Securities in Global Form.


 


If Securities of or within a series are issuable in
global form, as specified as contemplated by Section 301, then, notwithstanding
clause (10) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or Section 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to Section 303
or Section 304 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global from together with written instructions
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.


 


Notwithstanding the provisions of Section 201 and
307, unless otherwise specified as contemplated by Section 301, payment of
principal of and any premium and interest on any Security in permanent global
form shall be made to the Person or Persons specified therein.


 


ARTICLE III


 


THE SECURITIES


 


SECTION 301.                    Amount Unlimited; Issuable In
Series.


 


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


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)        the title of the Securities of the
series, including cusip numbers, if applicable (which shall distinguish the
Securities of the series from Securities of any other series);


 


12

















 


(2)        any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);


 


(3)        whether any Securities of the series are
to be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form and, if so, whether
beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305;


 


(4)        the Person to whom any interest on any
Security of the series shall be payable, if other than 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, the extent to
which, or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;


 


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


 


(6)        the ability to issue additional
Securities in the same series;


 


(7)        the price or prices at which we will
sell the Securities;


 


(8)        the right, if any, to extend the
interest payment periods and the duration of any such deferral period,
including the maximum consecutive period during which interest payment periods
may be extended;


 


(9)        provisions, if any, granting special
rights to holders of the Securities upon the occurrence of specified events;


 


(10)      the terms, if any, upon which Holders may
convert or exchange the Securities into or for the Company’s common stock,
preferred stock or other securities or property;


 


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


 


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


 


13
















 


(13)                  the period
or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;


 


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


 


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


 


(16)                  whether the
amount of payments of principal (or premium, if any) or interest, if any, on
the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without
limitation, on one or more currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


 


(17)                  the currency
or currencies, including composite currencies, in which payment of the
principal of and any premium and interest on any Securities of the series shall
be payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of “Outstanding” in Section 101;


 


(18)                  if the
principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies or currency units in which
the principal of or any premium or interest on such Securities as to which such
election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or
the manner in which such amount shall be determined);


 


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


 


(20)                  if the
principal of and any premium or interest on the Securities of the series are to
be payable, at the election of the Company or a Holder thereof, in a currency
or currencies, including composite currencies, other than that or those in
which the Securities are stated to be payable, the currency or currencies in
which payment of the principal of and any premium and interest on Securities of
such series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;


 


(21)                  if either or
both of the provisions of Section 1302 or 1303 are applicable to the
Securities of such series;


 


(22)                  if the
amount of principal and interest on the Securities of the series may be
determined by reference to an index, the manner in which such amounts shall be
determined;


 


14

















 


(23)                  if the
principal amount payable at the Stated Maturity of any Securities of the series
will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed, to be the principal amount shall be
determined);


 


(24)                  if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both
such Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;


 


(25)                  if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 202 and any circumstances in addition to
or in lieu of those set forth, in the seventh paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered in the name or name of Persons other than the Depositary
for such Global Security or a nominee thereof;


 


(26)                  any addition
to or change in the Events of Default which applies to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of
such Securities to declare the principal amount thereof due and payable
pursuant to Section 502;


 


(27)              any addition
to or change in the covenants set forth in Article Ten which applies to
Securities of the series;


 


(28)                  any other
terms of the series (which terms shall not be inconsistent with the provisions of
this Indenture, except as permitted by Section 901(5); and


 


(29)                  whether,
under what circumstances and the Currency in which the Company will pay
Additional Amounts as contemplated by Section 1009 on the Securities of
the series to any Holder who is not a United States Person(s) (including any
modification to the definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts (and the terms
of any such option).


 


All Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above 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.


 


15

















 


SECTION 302.                    Denominations.


 


Unless otherwise provided as contemplated by Section 301
with respect to the Securities of any series, any Securities of such series,
other than Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


SECTION 303.                    Execution,
Authentication, Delivery and Dating.


 


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


 


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


 


At any time and from time to, time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the forms or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)                        if the forms
of such Securities have been established by or pursuant to Board Resolution as
permitted by Section 201, that such form have been established in
conformity with the provisions of this Indenture;


 


(2)                        if the terms
of such Securities have been established by or pursuant to Board Resolution as
permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and


 


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


 


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


 


Notwithstanding the provisions of Section 301 and
of the two preceding paragraphs, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraphs at or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


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Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, 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.


 


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 in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of that
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
like aggregate principal amount and tenor.


 


Until exchanged in full as hereinafter provided, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder.


 


SECTION 305.                    Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at an office or
agency to be maintained by the Company in accordance with Section 1002 a register
(being the combined register of the Security Registrar and all transfer agents
designated pursuant to Section 1002 for the purpose of registration of transfer
of Securities and sometimes collectively 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 the registration
of transfers 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 of a series at the office or agency of the Company maintained pursuant
to Section 1002 for such purpose in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.


 


At the option of the Holder, Securities of any series
may be exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the 


 


17

















 


Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive.


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.


 


If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before any selection of Securities
of that series to be redeemed and ending at the close of business on the day of
the mailing of the relevant notice of redemption.


 


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


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 


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


 


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


 


18

















 


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.


 


Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.


 


Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Clause (1) or (2) below:


 


(1)                        The Company
may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).


 


(2)                        The Company
may make payment of any Defaulted Interest on the Securities of any series in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the 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 and
Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 308.                    Persons
Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such 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 305 and 


 


19

















 


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.


 


SECTION 309.                    Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and 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 or in the Trustee’s customary manner, which manner
shall be communicated in writing to the Company.


 


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 of twelve 30-day months.


 


SECTION 311.                    CUSIP
Numbers.


 


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


 


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 any right
to receive additional amounts, as provided in Section 1009), 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 Securities which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and 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


 


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(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, or


 


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


 


and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose money in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium 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 Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614
and, if money 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 such satisfaction and
discharge.


 


SECTION 402.                    Application
of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 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 has been deposited with the Trustee.


 


ARTICLE V



REMEDIES


 


SECTION 501.                    Events of
Default.


 


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


 


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(1)                        default in
the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; or,


 


(2)                        default in
the payment of the principal of or any premium on any Security of that series
at its Maturity and (if so established as contemplated by Section 301 in
respect of that series), in the case of technical or administrative
difficulties only if such default persists for a period of five days; or


 


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


 


(4)                        default in
the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder or


 


(5)                        the entry by
a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order 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 law, or appointing a custodian, 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
for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or


 


(6)                        the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, of the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or 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, or the taking of corporate action by the Company
in furtherance of any such action; or


 


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


 


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SECTION 502.                    Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of
Default (other than an Event of Default specified in Section 501(5),or
501(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or 501 (6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
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 a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


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


 


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


 


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


 


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


 


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


 


and


 


(2)                        all Events
of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


THIRD: To the Company.


 


SECTION 507.                    Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25
















 


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 any premium and
(subject to Sections 305 and 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 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 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


 


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


 


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


 


26

















 


SECTION 513.                    Waiver of Past Defaults.


 


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


 


(1)        in the payment of the principal of or
any premium 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.


 


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, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs including reasonable attorneys’ fees and expenses against any 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.


 


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 and responsibilities of the Trustee shall
be as provided by the Trust Indenture Act. 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.


 


27

















 


SECTION 602.                    Notice of Defaults.


 


If a default occurs hereunder with respect to
Securities of any series, the Trustee shall give the Holders of Securities of
such series 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(4) with
-respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


SECTION 603.                    Certain Rights of Trustee.


 


Subject to the provisions of Section 601:


 


(1)        the Trustee may conclusively rely and
shall be fully 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 (whether in its original or facsimile
form) 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;


 


(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;


 


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


 


(6)        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;


 


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


 


28

















 


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


 


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


 


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


 


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 otherwise agreed with the Company.


 


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
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or bad faith; and


 


29

















 


(3)        to indemnify the Trustee for, and to
hold it harmless against, any loss, liability claim, damage or expense incurred
without negligence 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 costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.


 


SECTION 608.                    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 such 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.


 


SECTION 609.                    Corporate Trustee Required;
Eligibility.


 


There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in New York, New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time the Trustee with respect to the Securities of any series 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.


 


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 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 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


 


30

















 


(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 with respect to all Securities, 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 with respect to all Securities 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 (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 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 of Securities
of such series and accepted appointment in the manner required by Section 611,
any Holder who has been a bona tide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in Section 106.
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.


 


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


 


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the 


 


31

















 


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.


 


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 first or second preceding paragraph, as the case may
be.


 


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 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 Section 311 of the Trust Indenture Act, but
only to the extent therein specified, regarding the collection of claims
against the Company (or any such other obligor). For purposes of Section 311(b)(4) and
(6) of such Act, the following terms shall mean:


 


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


 


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


 


32

















 


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. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, and a copy of such insufficient
shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall he a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or tiling 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 Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.


 


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 of the series designated
therein referred to in the within-mentioned Indenture.


 


33

















 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


34

















 


If all of the Securities of a series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel), shall appoint in accordance
with this Section an Authenticating Agent having an office in a Place of
Payment designated by the Company with respect to such series of Securities.


 


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


 


excluding from any such list
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.


 


35
















 


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


 


SECTION 704.                    Reports by Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.


 


ARTICLE VIII


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


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


 


The Company shall not consolidate with or merge into
any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person (other than a direct or indirect
wholly-owned subsidiary of the Company) and the Company shall not permit any
Person (other than a direct or indirect wholly-owned subsidiary of the Company)
to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:


 


(1)                        the Company is the surviving
corporation or, in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and 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 properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust,
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, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest (including all additional amounts, if any payable
pursuant to Section 1009) 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;


 


(2)                        immediately after giving effect to
such transaction and treating any indebtedness which becomes an obligation of
the Company or any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of 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;


 


(3)                        if, as a result of any such
consolidation or merger or such conveyance, transfer or lease, properties or
assets of the Company would become subject to a mortgage, pledge, lien,
security interest or other encumbrance which would not be permitted by this
Indenture, the Company or such successor Person, as the case may be, shall take
such steps as shall be necessary effectively to secure the Securities equally
and ratably with (or prior to) all indebtedness secured thereby; 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 


 


36

















 


comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


SECTION 802.                    Successor Substituted.


 


Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company 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 a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


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 add to the covenants of the
Company for the benefit of the Holders of all 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


 


(3)                        to add any additional Events of
Default for the benefit of the Holders of all or any series of Securities (and
if such additional Events of Default are to be for the benefit of less than all
series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or


 


(4)                        to add to, change or eliminate any
of the provisions of this Indenture in respect of one or more series of
Securities, provided that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when
there is no such Security Outstanding; or


 


(5)                        to secure the Securities; or


 


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


 


37

















 


(7)                        to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 611; or


 


(8)                        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, provided that such action pursuant
to this Clause (8) shall not adversely affect the interests of the Holders
of Securities of any series in any material respect.


 


SECTION 902.                    Supplemental Indentures With Consent
of Holders.


 


With the consent of the Holders of not less than 50%
in aggregate 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
supple-mental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)                        change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or change any obligation of the
Company to pay additional amounts pursuant to Section 1009 (except as
contemplated by Section 801(1) and permitted by Section 901(1),
or reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change
any Place of Payment where, or the coin or currency in which, any Security or
any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or


 


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


 


(3)                        change any obligation of the Company
to maintain an office or agency in the places and for the purposes specified in
Section 1002, or


 


(4)                        modify any of the provisions of this
Section, Section 513 or Section 1009, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each 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(7).


 


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.


 


38

















 


It shall not be necessary for any Act of Holders of
Securities 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 Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s owner’s rights, duties or immunities
under this Indenture or otherwise.


 


SECTION 904.                    Effect of Supplemental Indentures.


 


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


 


SECTION 906.                    Reference in Securities to
Supplemental Indentures.


 


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


 


ARTICLE X


 


COVENANTS


 


SECTION 1001.              Payment of Principal, Premium and Interest.


 


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


 


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, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of any such office or agency. If
at any time the Company 


 


39

















 


shall fail to maintain
any such required office or agency in respect of any series of Securities or
shall fail to furnish the Trustee with the address thereof, such presentations
and surrenders of Securities of that series may be made and notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands. The Company may also from time
to time designate one or more other offices or agencies where the Securities of
one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided,
however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


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


 


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


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and (2) during the continuance of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
in respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series and remaining
unclaimed for two years after such principal and any premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in an Authorized Newspaper
in each Place of Payment, 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.


 


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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, 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.
The Company shall deliver to the Trustee, as soon as reasonably practicable and
in any event within 20 days after the Company becomes aware of the occurrence
of any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers’ Certificate setting
forth the details of such Event of Default or default.


 


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 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
ability of the Company to make payments hereunder.


 


SECTION 1006.              Maintenance of Properties.


 


The Company will cause all properties used or useful
in the conduct of its business or the business of any 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 business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the ability of the Company to make
payments hereunder.


 


SECTION 1007.              Payment of Taxes and Other Claims.


 


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company
or any 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,
charge or claim whose amount, applicability or validity is being contested in
good faith.


 


SECTION 1008.              Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated by Section 301
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(22),
901(2) or 901(7) for the benefit of the Holders of such series if
before the time for such compliance the Holders of at least 50% 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.


 


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SECTION 1009.              Additional Amounts.


 


If the Securities of a series provide for the payment
of additional amounts, the Company will pay to the Holder of any Security of
such series additional amounts as provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series or the net
proceeds received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts
provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.


 


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


 


ARTICLE XI


 


REDEMPTION OF SECURITIES


 


SECTION 1101.              Applicability of Article.


 


Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for such
Securities) in accordance with this Article.


 


SECTION 1102.              Election to Redeem; Notice to
Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption
at the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed (unless all of the Securities of a specified tenor are to be redeemed).
In the case of any redemption of Securities (i) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) 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
evidencing compliance with such restriction or condition.


 


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


 


If less than all the Securities of any series are to
be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series or of the
principal amount of global securities of such series. If less than all of the
Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence. If so specified in the Securities of a
series, partial redemptions must be in an amount not less than $1,000,000
principal amount of Securities.


 


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


 


SECTION 1104.              Notice of Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 106 to the Holders of Securities to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of redemption shall state:


 


(1)                        the Redemption Date,


 


(2)                        the Redemption Price,


 


(3)                        if less than all the Outstanding
Securities of any series 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 of any series
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,


 


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


 


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


 


(7)                        applicable cusip numbers, if any.


 


A notice of redemption published as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.


 


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


 


SECTION 1105.              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 1106.              Securities Payable on Redemption
Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by
Section 301, installments of interests on Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any 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 1107.              Securities Redeemed in Part.


 


Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and 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.


 


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ARTICLE XII


 


SINKING FUNDS


 


SECTION 1201.              Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 301 for such
Securities.


 


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


 


SECTION 1202.              Satisfaction of Sinking Fund
Payments with Securities.


 


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


 


SECTION 1203.              Redemption of Securities for Sinking
Fund.


 


Not less than 45 days prior (unless a shorter period
shall be satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be
so delivered. Not less than 15 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


The Company may at its option, at any time elect to
have either Section 1302 or Section 1303 applied to the Outstanding
Securities of any series upon compliance with the conditions set forth below in
this Article Thirteen.


 


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SECTION 1302.              Defeasance and Discharge.


 


Upon the Company’s exercise of the option provided in Section 1301
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of any series
on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
the Securities of such series and this Indenture insofar as the Securities of
such series are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of the Securities of such series to
receive, solely from the trust fund described in Section 1304 and as more
fully set forth in such Section, payments in respect of the principal of and
any premium and interest on the Securities of such series when such payments
are due, (B) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article Thirteen.
Subject to compliance with this Article Thirteen, the Company may exercise
its option under this Section 1302 notwithstanding the prior exercise of
its option under Section 1303.


 


SECTION 1303.              Covenant Defeasance.


 


Upon the Company’s exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such Series under Section 801,
Sections 1005 through 1009, inclusive, and any covenants provided pursuant to Section 301(22),
901(2) or 901(7) for the benefit of the Holders of such Securities
and (ii) the occurrence of an event specified in Sections 501(3), (4) or
(5) shall not be deemed to be an Event of Default on and after the date
the conditions set forth below are satisfied (hereinafter, “covenant defeasance”).
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or clause whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
clause or by reason of any reference in any such Section or clause to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


SECTION 1304.              Conditions to Defeasance or Covenant
Defeasance.


 


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


 


(1)                        The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 609 who shall agree to comply with
the provisions of this Article Thirteen applicable to it) as trust funds
in trust for the purpose of making the following payments specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series, (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, 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 other qualifying trustee) to pay and discharge, the principal
of , premium, if any, and each installment of interest on the Securities on the
Stated Maturity of such principal or installment of interest in accordance with
the terms of this Indenture and of the Securities of such series. For this
purpose, “Government Obligations” means, with respect to any series of
Securities, securities that are (x) direct obligations of the government
that issued the currency in which such series is denominated (or, if such
series is denominated in euro, the direct obligations of any government that is
a member of the European Monetary Union) for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of such government the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which, in either case, are not callable or
redeemable at the option of the issuer thereof and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any Government Obligation
where the relevant government is the United States of America or a 


 


46

















 


specific
payment of principal of or interest on any such Government Obligation held by
such custodian for the account of the holder of such depositary receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the such
Government Obligation or the specific payment of principal of or interest on
such Government Obligation evidenced by such depository receipt.


 


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


 


(3)                        In the event of an election to have Section 1303
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
the that Holders of the Outstanding Securities of such series will not
recognize gain or loss for Federal income tax purposes as a result of such
deposit and covenant defeasance and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance had not occurred.


 


(4)                        The Company shall have delivered to
the Trustee an Officer’s Certificate to the effect that the Securities of such
series, if then listed on any securities exchange, will not be delisted as a
result of such deposit.


 


(5)                        No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with
respect to the Securities of such series shall have occurred and be continuing
on the date of such deposit or, insofar as subsections 501(6) and (7) are
concerned, at any time during the period ending on the 90th day after the date
of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(6)                        Such defeasance or covenant
defeasance shall not cause the Trustee to have a conflicting interest as
defined in Section 608 and for purposes of the Trust Indenture Act with
respect to any securities of the Company.


 


(7)                        Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which the Company is a
party or by which it is bound.


 


(8)                        The Company shall have delivered to
the Trustee and Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the defeasance
under Section 1302 or the covenant defeasance under Section 1303 (as
the case may be) have been complied with.


 


(9)                        Such defeasance or covenant
defeasance shall not result in the trust arising from such deposit constituting
an investment company as defined in the Investment Company Act, or such trust
shall be qualified under such act or exempt from regulation thereunder.


 


47
















 


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


 


Subject to the provisions
of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) 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, for
purposes of this Section 1305, as the “Trustee”) pursuant to Section 1304
in respect of the Securities of such series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities of such
series 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 Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds
except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee 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 the
Outstanding Securities.


 


Anything in this Article Thirteen
to the contrary notwithstanding, the Trustee shall delivered 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 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 an
equivalent defeasance or covenant defeasance.


 


SECTION 1306.              Reinstatement.


 


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


 


ARTICLE XIV


 


MEETING OF HOLDERS OF SECURITIES


 


SECTION 1401.              Purposes for which Meetings may be
Called.


 


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


 


SECTION 1402.              Call, Notice and Place of Meetings.


 


(1)                                  The Trustee may at any time call a
meeting of Holders of Securities of any series for any purposes specified in Section 1401,
to be held at any such time and at such place in the Borough of Manhattan, the
City of New York, as the Trustee shall determine. Notice of every meeting of
Holders of


 


48

















 


Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.


 


(2)                                  In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 1401, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, the
City of New York, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.


 


SECTION 1403.              Persons entitled to Vote at
Meetings.


 


Upon the calling of a
meeting of Holders with respect to the Securities of a series all or part of
which are represented by a Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to vote
at such meeting, which record date shall be the close of business on the day
the notice of the meeting of Holders is given in accordance with Section 1402.
The Holders on such record date, and their designated proxies, and only such
Persons, shall be entitled to vote at such meeting of Holders. To be entitled
to vote at any meeting of Holders, a Person shall (a) be a Holder of one
or more Securities or (b) be a Person appointed by an instrument in
writing as proxy by a Holder of one or more Securities; provided,
however, that in the case of any meeting
of Holders with respect to the Securities of a series all or part of which are
represented by a Security, only Holders, or their designated proxies, of record
on the record date established pursuant to Section 1403 hereof shall be
entitled to vote at such meeting. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.


 


SECTION 1404.              Quorum; Action.


 


The Persons entitled to
vote a majority in principal amount of the Outstanding Securities of a series
shall constitute a quorum for a meeting of Holders of Securities of such
series; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than 50% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 50% in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum.


 


Except as limited by the
proviso to the first paragraph of Section 902, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to the first paragraph of Section 902,
any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than 50% in
principal


 


49

















 


amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid only by the affirmative
vote of the Holders of 50% in principal amount of the Outstanding Securities of
that series; and provided, further,
that, except as limited by the proviso to the first paragraph of Section 902,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or any adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


 


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


 


SECTION 1405.              Determination of Voting Rights;
Conduct and Adjournment of Meetings.


 


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


 


(2)                                  The Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities as provided
in Section 1402(b), in which case the Company or the Holders of Securities
of the series calling the meeting, as the case may be, shall in like manner appoint
a temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting.


 


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


 


(4)                                  Any meeting of Holders of Securities
of any series duly called pursuant to Section 1402 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


50

















 


SECTION 1406.              Counting Votes and Recording Action
of Meetings.


 


The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record, at least in duplicate, of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1402 and, if applicable, Section 1404.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


51

















 






 


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.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed, all as of the
day and year first above written.


 


 


	
   

  	
  TRAVELCENTERS OF
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [BANK]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
								



 


52

















 


	
  STATE OF ·

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF ·

  	
  )

  	
   

  



 


On the
         day of
                          ,
before me personally came                       
to me known, who, being by me duly sworn, did depose and say that he is
                      of
                                    ,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.


 


53

















 


EXHIBIT A


 


Form of Face of Registered
Security


 


	
  No.

  	
   

  	
  $

  



 


TravelCenters of America,
a limited liability company duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
                                    
, or registered assigns, the principal sum of
                                    
Dollars on
                                          
.. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the                       
or
                    
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


If the Security is not to bear
interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such
case the overdue principal and any overdue premium shall bear interest at the
rate of           % per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand.


 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at
the office or agency of the Company maintained for that purpose in
                  ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; 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 hereof 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.


 


54

















 


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


 


Dated:


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


55

















 


EXHIBIT A1


 


Form of Reverse of Security


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of
                              
(herein called the “Indenture”, which term shall have the meaning assigned to
it in such instrument), between the Company and
                      ,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee[, the holders of Senior Debt]
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, limited in aggregate principal amount to
$                        .]


 


[If
applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [if
applicable, insert — (1) on                              in
any year commencing with the year                           and
ending with the year
                          
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — (1) on or after
                            
, 20    ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert
— on or before
                                  
%, and if redeemed] during the 12-month period beginning
                            
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


[If
applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on
                            in
any year commencing with the year                         and
ending with the year • through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [if applicable, insert
— on or
after                            ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning
                          of
the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price For

  Redemption Through Operation

  of the Sinking Fund

  	
   

  	
  Redemption Price For

  Redemption Otherwise Than

  Through Operation of the

  Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a
Redemption Price equal to
                          %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or other-wise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be


 


56

















 


payable to the Holders of
such Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


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


 


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


 


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


 


[If
applicable, insert — The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]


 


[If the
Security is not an Original Issue Discount Security, insert — 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, insert — If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to —insert formula for
determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal, premium and 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 premium 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 50%
in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


57

















 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities
of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt- of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


 


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 any premium 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 any premium 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 and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


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


 


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


 


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


 


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


 


58

















 


EXHIBIT B1


Form of Certificate to be Given by
Beneficial Owner of Interest in a Temporary Global Security


[ISSUER]

[Title of Securities]

(the “Securities”)


 


This is to certify that
as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by persons that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source (a “United States
Person(s)”), (ii) are owned by United States Person(s) that are (A) foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12 (c)(1)(v)) (“Financial Institutions”) purchasing
for their own account or for resale, or (B) United States Person(s) who
acquired the Securities through the foreign branches of United States Financial
Institutions and who hold the Securities through such United States Financial
Institutions on the date hereof (and in either case (A) or (B), each such
United States Financial Institution hereby agrees, on its own behalf or through
its agent, to comply with the requirements of Section 165(j) (3) (A), (B) or, (C)
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign Financial
Institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if
the owner of the Securities is a United States or foreign, Financial
Institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such Financial Institution
has not acquired the Securities for purposes of resale directly or indirectly
to a United States Person(s) or to a person within the United States or its
possessions.


 


If the Securities are of
the category contemplated in Section 230.903(c)(3) of Regulation S
under the Securities Act of 1933, as amended (the “Act”) then this is also to
certify that, except as set forth below (i) in the case of debt
securities, the Securities are beneficially owned by (a) non-U.S. Person(s) or
(b) U. S. Person(s) who purchased the Securities in transactions
which did not require registration under the Act: or (ii) in the case of
equity securities, the Securities are owned by (x) non-U.S. Person(s) and
such persons are not acquiring the Securities for the account or benefit of U.
S. Person(s) or (y) U. S. Person(s) who purchased the securities
in a transaction which did not require registration under the Act. If this
certification is being delivered in connection with the exercise of warrants
pursuant to Section 230.902(m) of Regulation S under the Act, then
this is further to certify that, except as set forth below, the Securities are
being exercised by and on behalf of non-U.S. Person(s). As used in this paragraph
the term “U.S. Person(s)” has the meaning given to it by Regulation S under the
Act.


 


As used herein, “United
States” means the United States of America (including the States and the
District of Columbia) and its “possessions” including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


 


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


 


This certificate excepts
and does not relate to [] of such interest in the above Securities in respect
of which we are not able to certify and as to which we understand exchange and
delivery of definitive Securities (or, if relevant, exercise of any rights or
collection of any interest) cannot be made until we do so certify.


 


We understand that this
certificate is required in connection with certain tax laws and, if applicable,
certain securities laws of the United States. In connection there-with, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.


 


59

















 


	
  *Dated:
                                  ,200

  	
   

  	
   

  



 


 


NAME OF PERSON MAKING CERTIFICATION


 


	
  By:

  	
   

  	
   

  



 


 






* To be dated no earlier
than the fifteenth day prior to the Certification Date.


 


60