Exhibit 4.3




 





 


TRAVELCENTERS OF AMERICA LLC


 


TO


 


[Bank]


 






 


Indenture


 


Dated as of                 ,
20[  ]


 


Subordinated Debt Securities




 





 


Certain Sections of this
Indenture relating to Sections 310 through 318, inclusive, of the Trust
Indenture Act of 1939:


 

















 




	
  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  6.09

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  6.08, 6.10

  
	
  § 311(a)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.13

  
	
  § 312(a)

  	
   

  	
  7.01

  
	
   

  	
   

  	
  7.02

  
	
  (b)

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
  7.02

  
	
  § 313(a)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  7.03

  
	
  (c)

  	
   

  	
  7.03

  
	
  (d)

  	
   

  	
  7.03

  
	
  § 314(a)

  	
   

  	
  7.04

  
	
  (a)(4)

  	
   

  	
  1.01

  
	
   

  	
   

  	
  10.04

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  1.02

  
	
  (c)(2)

  	
   

  	
  1.02

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  1.02

  
	
  § 315(a)

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
  6.02

  
	
  (c)

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
  6.01

  
	
  (e)

  	
   

  	
  5.14

  
	
  § 316(a)

  	
   

  	
  1.01

  
	
  (a)(1)(A)

  	
   

  	
  5.02, 5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  1.04

  
	
  § 317(a)(l)

  	
   

  	
  5.03

  
	
  (a)(2)

  	
   

  	
  5.04

  
	
  (b)

  	
   

  	
  10.03

  
	
  § 318(a)

  	
   

  	
  1.07

  






 


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


 


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TABLE OF CONTENTS


 


ARTICLE
I



DEFINITIONS


	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Compliance
  Certificates and Opinions

  	
  8

  
	
  Section 1.03

  	
  Form of
  Documents Delivered to Trustee

  	
  8

  
	
  Section 1.04

  	
  Acts of
  Holders; Record Dates

  	
  9

  
	
  Section 1.05

  	
  Notices,
  Etc., to Trustee and Company

  	
  11

  
	
  Section 1.06

  	
  Notice to
  Holders; Waiver

  	
  11

  
	
  Section 1.07

  	
  Conflict
  with Trust Indenture Act

  	
  11

  
	
  Section 1.08

  	
  Effect of
  Headings and Table of Contents

  	
  12

  
	
  Section 1.09

  	
  Successors
  and Assigns

  	
  12

  
	
  Section 1.10

  	
  Separability
  Clause

  	
  12

  
	
  Section 1.11

  	
  Benefits of
  Indenture

  	
  12

  
	
  Section 1.12

  	
  Governing
  Law

  	
  12

  
	
  Section 1.13

  	
  Legal
  Holidays

  	
  12

  
	
  Section 1.14

  	
  Language of
  Notices, Etc.

  	
  12

  
	
  Section 1.15

  	
  Submission
  to Jurisdiction

  	
  13

  



 


ARTICLE
II




SECURITY
FORMS


 


	
  Section 2.01

  	
  Forms Generally

  	
  13

  
	
  Section 2.02

  	
  Form of
  Legend for Global Securities

  	
  13

  
	
  Section 2.03

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  14

  
	
  Section 2.04

  	
  Securities
  in Global Form

  	
  14

  



 


ARTICLE
III



THE SECURITIES


 


	
  Section 3.01

  	
  Amount
  Unlimited; Issuable In Series

  	
  15

  
	
  Section 3.02

  	
  Denominations

  	
  19

  
	
  Section 3.03

  	
  Execution,
  Authentication, Delivery and Dating

  	
  19

  
	
  Section 3.04

  	
  Temporary
  Securities

  	
  20

  
	
  Section 3.05

  	
  Registration,
  Registration of Transfer and Exchange

  	
  21

  
	
  Section 3.06

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  22

  
	
  Section 3.07

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  22

  
	
  Section 3.08

  	
  Persons
  Deemed Owners

  	
  23

  
	
  Section 3.09

  	
  Cancellation

  	
  24

  
	
  Section 3.10

  	
  Computation
  of Interest

  	
  24

  
	
  Section 3.11

  	
  CUSIP
  Numbers

  	
  24

  



 


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ARTICLE
IV



SATISFACTION AND DISCHARGE


 


	
  Section 4.01

  	
  Satisfaction
  and Discharge of Indenture

  	
  24

  
	
  Section 4.02

  	
  Application
  of Trust Money

  	
  26

  



 


ARTICLE
V



REMEDIES


 


	
  Section 5.01

  	
  Events of
  Default

  	
  26

  
	
  Section 5.02

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  27

  
	
  Section 5.03

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  28

  
	
  Section 5.04

  	
  Trustee
  May File Proofs of Claim

  	
  29

  
	
  Section 5.05

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  29

  
	
  Section 5.06

  	
  Application
  of Money Collected

  	
  30

  
	
  Section 5.07

  	
  Limitation
  on Suits

  	
  30

  
	
  Section 5.08

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  31

  
	
  Section 5.09

  	
  Restoration
  of Rights and Remedies

  	
  31

  
	
  Section 5.10

  	
  Rights and
  Remedies Cumulative

  	
  31

  
	
  Section 5.11

  	
  Delay or
  Omission Not Waiver

  	
  31

  
	
  Section 5.12

  	
  Control by
  Holders

  	
  32

  
	
  Section 5.13

  	
  Waiver of
  Past Defaults

  	
  32

  
	
  Section 5.14

  	
  Undertaking
  for Costs

  	
  32

  
	
  Section 5.15

  	
  Waiver of
  Usury, Stay or Extension Laws

  	
  32

  



 


ARTICLE
VI



THE TRUSTEE


 


	
  Section 6.01

  	
  Certain
  Duties and Responsibilities

  	
  33

  
	
  Section 6.02

  	
  Notice of
  Defaults

  	
  33

  
	
  Section 6.03

  	
  Certain
  Rights of Trustee

  	
  33

  
	
  Section 6.04

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  35

  
	
  Section 6.05

  	
  May Hold
  Securities

  	
  35

  
	
  Section 6.06

  	
  Money Held
  In Trust

  	
  35

  
	
  Section 6.07

  	
  Compensation
  and Reimbursement

  	
  35

  
	
  Section 6.08

  	
  Conflicting
  Interests

  	
  36

  
	
  Section 6.09

  	
  Corporate
  Trustee Required; Eligibility

  	
  36

  
	
  Section 6.10

  	
  Resignation
  and Removal; Appointment of Successor

  	
  36

  
	
  Section 6.11

  	
  Acceptance
  of Appointment by Successor

  	
  37

  
	
  Section 6.12

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  38

  
	
  Section 6.13

  	
  Preferential
  Collection of Claims Against Company

  	
  39

  
	
  Section 6.14

  	
  Appointment
  of Authenticating Agent

  	
  39

  



 


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ARTICLE
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


	
  Section 7.01

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  41

  
	
  Section 7.02

  	
  Preservation
  of Information; Communications to Holders

  	
  41

  
	
  Section 7.03

  	
  Reports by
  Trustee

  	
  42

  
	
  Section 7.04

  	
  Reports by
  Company

  	
  42

  



 


ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


	
  Section 8.01

  	
  Company May Consolidate, Etc., Only on Certain Terms

  	
  42

  
	
  Section 8.02

  	
  Successor Substituted

  	
  43

  



 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


	
  Section 9.01

  	
  Supplemental Indentures Without Consent of Holders

  	
  44

  
	
  Section 9.02

  	
  Supplemental Indentures With Consent of Holders

  	
  45

  
	
  Section 9.03

  	
  Execution of Supplemental Indentures

  	
  46

  
	
  Section 9.04

  	
  Effect of Supplemental Indentures

  	
  46

  
	
  Section 9.05

  	
  Conformity with Trust Indenture Act

  	
  46

  
	
  Section 9.06

  	
  Reference in Securities to Supplemental Indentures

  	
  46

  



 


ARTICLE
X



COVENANTS


 


	
  Section 10.01

  	
  Payment of Principal, Premium and Interest

  	
  47

  
	
  Section 10.02

  	
  Maintenance of Office or Agency

  	
  47

  
	
  Section 10.03

  	
  Money for Securities Payments to Be Held in Trust

  	
  47

  
	
  Section 10.04

  	
  Statement by Officers as to Default

  	
  48

  
	
  Section 10.05

  	
  Existence

  	
  48

  
	
  Section 10.06

  	
  Maintenance of Properties

  	
  49

  
	
  Section 10.07

  	
  Payment of Taxes and Other Claims

  	
  49

  
	
  Section 10.08

  	
  Waiver of Certain Covenants

  	
  49

  
	
  Section 10.09

  	
  Additional Amounts

  	
  49

  



 


ARTICLE
XI



REDEMPTION OF SECURITIES


 


	
  Section 11.01

  	
  Applicability of Article

  	
  50

  
	
  Section 11.02

  	
  Election to Redeem; Notice to Trustee

  	
  50

  
	
  Section 11.03

  	
  Selection by Trustee of Securities to Be Redeemed

  	
  51

  



 


v

















 


	
  Section 11.04

  	
  Notice of Redemption

  	
  51

  
	
  Section 11.05

  	
  Deposit of Redemption Price

  	
  52

  
	
  Section 11.06

  	
  Securities Payable on Redemption Date

  	
  52

  
	
  Section 11.07

  	
  Securities Redeemed in Part

  	
  53

  



 


ARTICLE
XII



SINKING FUNDS


 


	
  Section 12.01

  	
  Applicability of Article

  	
  53

  
	
  Section 12.02

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  53

  
	
  Section 12.03

  	
  Redemption of Securities for Sinking Fund

  	
  54

  



 


ARTICLE
XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


	
  Section 13.01

  	
  Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  54

  
	
  Section 13.02

  	
  Defeasance and Discharge

  	
  54

  
	
  Section 13.03

  	
  Covenant Defeasance

  	
  55

  
	
  Section 13.04

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  55

  
	
  Section 13.05

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  57

  
	
  Section 13.06

  	
  Reinstatement

  	
  58

  



 


ARTICLE
XIV



SUBORDINATION OF SECURITIES


 


	
  Section 14.01

  	
  Securities Subordinate to Senior Debt

  	
  58

  
	
  Section 14.02

  	
  Payment Over of Proceeds Upon Dissolution, Etc.

  	
  58

  
	
  Section 14.03

  	
  Subrogation to Rights of Holders of Senior Debt

  	
  59

  
	
  Section 14.04

  	
  Provisions Solely to Define Relative Rights

  	
  59

  
	
  Section 14.05

  	
  Trustee to Effectuate Subordination

  	
  60

  
	
  Section 14.06

  	
  No Waiver of Subordination Provisions

  	
  60

  
	
  Section 14.07

  	
  Notice to Trustee

  	
  61

  
	
  Section 14.08

  	
  Reliance On Judicial Order or Certificate of Liquidating Agent

  	
  61

  
	
  Section 14.09

  	
  Trustee Not Fiduciary for Holders of Senior Debt

  	
  62

  
	
  Section 14.10

  	
  Rights of Trustee As Holder of Senior Debt; Preservation of Trustee’s
  Rights

  	
  62

  
	
  Section 14.11

  	
  Article Applicable to Paying Agents

  	
  62

  
	
  Section 14.12

  	
  Certain Conversions or Exchanges Deemed Payment

  	
  62

  
	
  Section 14.13

  	
  Defeasance of This Article Fourteen

  	
  63

  



 


ARTICLE
XV



MEETING OF HOLDERS OF SECURITIES


 


	
  Section 15.01

  	
  Purposes for which Meetings may be Called

  	
  63

  



 


vi

















 


	
  Section 15.02

  	
  Call, Notice and Place of Meetings

  	
  63

  
	
  Section 15.03

  	
  Persons entitled to Vote at Meetings

  	
  64

  
	
  Section 15.04

  	
  Quorum; Action

  	
  64

  
	
  Section 15.05

  	
  Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
  65

  
	
  Section 15.06

  	
  Counting Votes and Recording Action of Meetings

  	
  66

  



 


vii

















 


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, subordinated 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 1.01                                Definitions.


 


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


 


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


 


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


 


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


 


1
















 


(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


 


(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 1.04.


 


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


 


“Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 6.14 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.


 


2

















 


“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.


 


“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 13.03.


 


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


 


“Defeasance” has the meaning specified
in Section 13.02.


 


“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 3.01.


 


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


 


“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 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend
set forth in Section 2.02 (or such legend as may be specified as
contemplated by Section 3.01 for such Securities).


 


“Government Obligation” has the
meaning specified in Section 13.04.


 


“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 


 


3

















 


“Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 3.01.


 


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


 


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


 


“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.


 


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


 


“Notice of Default” means a written
notice of the kind specified in Section 5.01(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 10.04 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 5.02.


 


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


 


(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 13.02; and


 


4

















 


(4)                                  Securities that have been paid
pursuant to Section 3.05 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 5.02,
(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 3.01, (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 3.01, 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 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 3.01 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 3.06
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


5

















 


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


 


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


 


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


 


“Responsible Officer”, 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.


 


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


 


“Senior Debt” means all amounts due on
obligations in connection with any of the following, whether outstanding at the
date of execution of this Indenture or thereafter incurred or created: (i) the
principal of (and premium, if any) and interest due on the Company’s
indebtedness for borrowed money and indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company; (ii) all
of the Company’s capital lease obligations; (iii) any of our obligations
as lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles; (iv) all of the
Company’s obligations for the reimbursement on any letter of credit, banker’s acceptance,
security purchase facility or similar credit transaction; (v) all of the
Company’s obligations in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap
agreements, currency future or option contracts and other similar agreements; (vi) all
obligations of the types referred to above of other persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (vii) all obligations of the types referred to above of other persons
secured by any lien on any property or asset of the Company (whether or not
such obligation is assumed by the Company); provided, however, that 


 


6

















 


the following will not constitute Senior
Indebtedness: (a) any indebtedness which expressly provides (i) that
such indebtedness shall not be senior in right of payment to the Securities, or
(ii) that such indebtedness shall be subordinated to any other
indebtedness of the Company, unless such indebtedness expressly provides that
such indebtedness shall be senior in right of payment to the Securities; (b) any
indebtedness of the Company in respect of the Securities; (c) any
indebtedness or liability for compensation to employees, for goods or materials
purchased in the ordinary course of business or for services; (d) any
indebtedness of the Company to any subsidiary; and (e) any liability for
federal, state, local or other taxes owed or owing by the Company.


 


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


 


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


 


“Subsidiary” means 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”.


 


7

















 


Section 1.02                                Compliance
Certificates and Opinions.


 


Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee 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 10.04) shall include,


 


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


 


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


 


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


 


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


 


Section 1.03                                Form of
Documents Delivered to Trustee.


 


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


 


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.


 


8

















 


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


 


Section 1.04                                Acts
of Holders; 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 6.01)
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.


 


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 


 


9

















 


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 1.06.


 


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 5.02,
(iii) any request to institute proceedings referred to in Section 5.07(2) or
(iv) any direction referred to in Section 5.12, 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 1.06.


 


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 1.06,
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.


 


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.


 


10

















 


Section 1.05                                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 1.06                                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 1.07                                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 


 


11

















 


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.


 


Section 1.08                                Effect
of Headings and Table of Contents.


 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 1.09                                Successors
and Assigns.


 


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


 


Section 1.10                                Separability
Clause.


 


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


 


Section 1.11                                Benefits
of Indenture.


 


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


 


Section 1.12                                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 1.13                                Legal
Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (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 1.14                                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.


 


12
















 


Section 1.15                                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 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 2.01                                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 3.03 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 2.02                                Form of
Legend for Global Securities.


 


Unless otherwise specified as contemplated by
Section 3.01 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 


 


13

















 


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 2.03                                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.


 


 


	
   

  	
   

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
				



 


 


Section 2.04                                Securities
in Global Form.


 


If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 3.01,
then, notwithstanding clause (10) of Section 3.01 and the provisions
of Section 3.02, 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 3.03 or Section 3.04.
Subject to the provisions of Section 3.03 and, if applicable, Section 3.04,
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 3.03
or Section 3.04 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery 


 


14

















 


of a Security in global form shall be in
writing but need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last sentence of Section 3.03
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 1.02 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 3.03.


 


Notwithstanding the provisions of Section 2.01
and 3.07, unless otherwise specified as contemplated by Section 3.01,
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 3.01                                Amount
Unlimited; Issuable In Series.


 


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


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution and,
subject to Section 3.03, 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);


 


(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 3.04, 3.05, 306, 906 or
1107 and except for any Securities which, pursuant to Section 3.03, 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 3.05;


 


15

















 


(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 3.04;


 


(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 specific subordination provisions
applicable to the Securities, if other than as set forth in Article 14
herein;


 


(12)                            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;


 


(13)                            the place or places where, subject
to the provisions of Section 10.02, 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;


 


(14)                            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;


 


16

















 


(15)                            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;


 


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


 


(17)                            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;


 


(18)                            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 1.01;


 


(19)                            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);


 


(20)                            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 5.02;


 


(21)                            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;


 


(22)                            if either or both of the provisions
of Section 13.02 or 13.03 are applicable to the Securities of such series;


 


(23)                            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;


 


17

















 


(24)                            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);


 


(25)                            if applicable, that the Securities
of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02
or Section 13.03 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;


 


(26)                            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 2.02
and any circumstances in addition to or in lieu of those set forth, in the
seventh paragraph of Section 3.05 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;


 


(27)                            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 5.02;


 


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


 


(29)                            any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.01(5)); and


 


(30)                            whether, under what circumstances
and the Currency in which the Company will pay Additional Amounts as contemplated
by Section 10.09 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 


 


18

















 


and (subject to Section 3.03) 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.


 


The Securities shall be subordinated in right
of payment to Senior Debt as provided in Article Fourteen.


 


Section 3.02                                Denominations.


 


Unless otherwise provided as contemplated by Section 3.01
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 3.03                                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 2.01 and 3.01, 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 6.01)
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 2.01,
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 3.01,
that such terms have been established in conformity with the provisions of this
Indenture; and


 


19

















 


(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 3.01
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 3.01 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.


 


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 3.09, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.


 


Section 3.04                                Temporary
Securities.


 


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


 


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


 


20

















 


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 3.05                                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 10.02
a register (being the combined register of the Security Registrar and all
transfer agents designated pursuant to Section 10.02 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 10.02 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 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 3.04, 9.06 or 11.07
not involving any transfer.


 


21

















 


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 3.06                                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.


 


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 3.07                                Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.01 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.


 


22
















 


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 1.06, 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 3.05, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section 3.08                                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 


 


23

















 


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 3.05 and Section 3.07) 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 3.09                                Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and 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 3.10                                Computation
of Interest.


 


Except as otherwise specified as contemplated
by Section 3.01 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 3.11                                CUSIP
Numbers.


 


The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
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 4.01                                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 10.09), and
the 


 


24

















 


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 3.06
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 10.03) have
been delivered to the Trustee for cancellation; or


 


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


 


(i)                                     have
become due and payable, 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 6.07, the obligations of the Trustee to any Authenticating 


 


25

















 


Agent under Section 6.14 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 4.02
and the last paragraph of Section 10.03 shall survive such satisfaction
and discharge.


 


Section 4.02                                Application
of Trust Money.


 


Subject to the provisions of the last
paragraph of Section 10.03, all money deposited with the Trustee pursuant
to Section 4.01 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 5.01                                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
occasioned by the provisions of Article Fourteen or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


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


 


(2)                                  default in the payment of the
principal of or any premium on any Security of that series at its Maturity and
(if so established as contemplated by Section 3.01 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


 


26

















 


(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.


 


Section 5.02                                Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of
Default specified in Section 5.01(5),or 5.01(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 5.01(5) or 5.01(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.


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


(2)                                  all Events of Default with respect
to Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


Section 5.03                                Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


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


 


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


 


the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and any 


 


28

















 


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 5.04                                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 6.07.


 


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 5.05                                Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production 


 


29

















 


thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 5.06                                Application
of Money Collected.


 


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


 


FIRST: To the payment of all amounts due the Trustee under Section 6.07;


 


SECOND: Subject to Article Fourteen, 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 5.07                                Limitation
on Suits.


 


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


 


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


 


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


 


(3)                                  such Holder or Holders have offered
to the Trustee 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


 


30

















 


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


 


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


 


Section 5.08                                Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Sections 3.05 and 3.07) 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 5.09                                Restoration
of Rights and Remedies.


 


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


 


Section 5.10                                Rights
and Remedies Cumulative.


 


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


 


Section 5.11                                Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or 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 


 


31

















 


time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


Section 5.12                                Control
by Holders.


 


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


 


Section 5.13                                Waiver
of Past Defaults.


 


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


 


(1)                                  in the payment of the principal of
or 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 5.14                                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 5.15                                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 


 


32

















 


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 6.01                                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.


 


Section 6.02                                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 5.01(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


Section 6.03                                Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


(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;


 


33

















 


(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;


 


(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; and


 


(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.


 


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Section 6.04                                Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and 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 6.05                                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 6.08 and 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06                                Money
Held In Trust.


 


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


 


Section 6.07                                Compensation
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


 


(3)                                  to indemnify the Trustee for, and to
hold it harmless against, any loss, liability, calm, 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.


 


35

















 


Section 6.08                                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 6.09                                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 6.10                                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 6.11.


 


The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.


 


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 6.08 after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months,
or


 


36

















 


(2)                                  the Trustee shall cease to be
eligible under Section 6.09 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


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


 


then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities, or (B) subject to Section 5.14, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect 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 6.11, 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 1.06. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


Section 6.11                                Acceptance
of Appointment by Successor.


 


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 


 


37

















 


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 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 6.12                                Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided 


 


38

















 


such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.13                                Preferential
Collection of Claims Against Company.


 


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 3.11 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 3.11(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.


 


Section 6.14                                Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.06, 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 


 


39

















 


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 1.06
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 6.07.


 


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.


 


40

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     As
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     As
  Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Authorized
  Officer

  



 


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 1.02 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 7.01                                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 7.02                                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 7.01
and the names and addresses of Holders received by the Trustee in its capacity
as 


 


41

















 


Security Registrar. The Trustee may destroy
any list furnished to it as provided in Section 7.01 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 7.03                                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.


 


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 7.04                                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 8.01                                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 


 


42

















 


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


 


Section 8.02                                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 8.01, 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.


 


43
















 


ARTICLE IX



SUPPLEMENTAL INDENTURES


 


Section 9.01                                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 2.01 and 3.01; or


 


(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 6.11; 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 


 


44

















 


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 9.02                                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 10.09 (except as
contemplated by Section 8.01(1) and permitted by Section 9.01(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 5.02, 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
modify the provisions of this Indenture with respect to the subordination of
the Securities in a manner adverse to the Holders, 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 10.02, or


 


(4)                                  modify any of the provisions of this
Section, Section 5.13 or Section 10.09, 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 10.08,
or the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 9.01(7).


 


45

















 


A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which
has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the Holders of Securities
of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.


 


It shall not be necessary for any Act of
Holders 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 9.03                                Execution
of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 6.01) 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 9.04                                Effect
of Supplemental Indentures.


 


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


 


Section 9.05                                Conformity
with Trust Indenture Act.


 


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


 


Section 9.06                                Reference
in Securities to Supplemental Indentures.


 


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


 


46

















 


ARTICLE X



COVENANTS


 


Section 10.01                          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 10.02                          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 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 10.03                          Money
for Securities Payments to Be Held in Trust.


 


If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of 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.


 


47

















 


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.


 


Section 10.04                          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 10.05                          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 


 


48

















 


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 10.06                          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 10.07                          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 10.08                          Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.01 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 3.01(22), 9.01(2) or 9.01(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.


 


Section 10.09                          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. 


 


49

















 


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 11.01                          Applicability
of Article.


 


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


 


Section 11.02                          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 3.01 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 


 


50

















 


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.


 


Section 11.03                          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 11.04                          Notice
of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 1.06 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:


 


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(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,


 


(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 1.06 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 11.05                          Deposit
of Redemption Price.


 


Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date.


 


Section 11.06                          Securities
Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, 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 3.01, installments of interests on
Securities whose Stated Maturity is on or prior to the 


 


52

















 


Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.07.


 


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 11.07                          Securities
Redeemed in Part.


 


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


 


ARTICLE XII



SINKING FUNDS


 


Section 12.01                          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 3.01 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 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


 


Section 12.02                          Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may
apply as 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 


 


53

















 


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 12.03                          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 12.02 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 11.03
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.06 and 11.07.


 


ARTICLE XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01                          Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company may at its option, at any time
elect to have either Section 13.02 or Section 13.03 applied to the
Outstanding Securities of any series upon compliance with the conditions set
forth below in this Article Thirteen.


 


Section 13.02                          Defeasance
and Discharge.


 


Upon the Company’s exercise of the option
provided in Section 13.01 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 13.04 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 3.04,
3.05, 3.06, 10.02 and 10.03, (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 


 


54

















 


Company may exercise its option under this Section 13.02
notwithstanding the prior exercise of its option under Section 13.03.


 


Section 13.03                          Covenant
Defeasance.


 


Upon the Company’s exercise of the option
provided in Section 13.01 applicable to this Section, (i) the Company
shall be released from its obligations with respect to the Securities of such Series under
Section 8.01, Sections 10.05 through 10.09, inclusive, and any covenants
provided pursuant to Section 3.01(22), 9.01(2) or 9.01(7) for
the benefit of the Holders of such Securities and (ii) the occurrence of
an event specified in Sections 5.01(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 13.04                          Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 13.02 or Section 13.03 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 6.09 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 euros, 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 


 


55

















 


custodian with
respect to any Government Obligation where the relevant government is the
United States of America or a 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 13.02
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 13.03
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 5.01(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 6.08 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.


 


56
















 


(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 13.02 or the covenant defeasance under Section 13.03
(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.


 


(10)                            At the time of such deposit, (A) no
default in the payment of any principal of or premium or interest on any Senior
Debt shall have occurred and be continuing, (B) no event of default with respect
to any Senior Debt shall have resulted in such Senior Debt becoming, and
continuing to be, due and payable prior to the date on which it would otherwise
have become due and payable (unless payment of such Senior Debt has been made
or duly provided for), and (C) no other event of default with respect to
any Senior Debt shall have occurred and be continuing permitting (after notice
or lapse of time or both) the holders of such Senior Debt (or a trustee on
behalf of such holders) to declare such Senior Debt due and payable prior to
the date on which it would otherwise have become due and payable.


 


Section 13.05                          Conditions
to Defeasance or Covenant Defeasance.


 


Subject to the provisions of the last
paragraph of Section 10.03, 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 13.06,
the Trustee and any such other trustee are referred to collectively, for
purposes of this Section 13.05, as the “Trustee”) pursuant to Section 13.04
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 13.04 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 13.04 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.


 


57

















 


Section 13.06                          Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 13.02 or 13.03 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 13.02 or 13.03; 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




SUBORDINATION OF SECURITIES


 


Section 14.01                          Securities
Subordinate to Senior Debt.


 


The Company covenants and agrees, and each
Holder of Securities of any series by the Holder’s acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, subject to the provisions of Article Four and Article Thirteen
and except as may otherwise be specified as contemplated by Section 3.01
and set forth in the Securities of a series, the indebtedness represented by
the Securities of such series and the payment of the principal of and any
premium and interest on each and all of the Securities of such series are
hereby expressly made subordinate and junior in right of payment to the prior
payment in full of all amounts then due and payable in respect of all Senior
Debt of the Company, to the extent and in the manner herein set forth (unless a
different manner is set forth in the Securities of such series). No provision
of this Article shall prevent the occurrence of any default or Event of
Default hereunder.


 


Senior Debt shall not be deemed to have been
paid in full unless the holders thereof shall have received cash, securities or
other property equal to the amount of such Senior Debt then outstanding.


 


Section 14.02                          Payment
Over of Proceeds Upon Dissolution, Etc.


 


In the event of:


 


(i)                                     any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or other
similar proceeding relating to the Company, its creditors or its property,


 


58

















 


(ii)                                  any proceeding for the liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary, or bankruptcy proceedings,


 


(iii)                               any assignment by the Company for
the benefit of its creditors,


 


(iv)                              any other marshalling of the assets
of the Company, all Senior Debt shall first be paid in full before any payment
or distribution, whether in cash, securities or other property, shall be made
by the Company on account of the Securities of any series. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan or
reorganization or a readjustment, the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities of any series, to the payment of all
Senior Debt at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect to the Securities of any series shall be paid or delivered directly to
the holders of Senior Debt in accordance with the priorities then existing
among such holders until all Senior Debt shall have been paid in full. No
present or future holder of any Senior Debt shall be prejudiced in the right to
enforce subordination of the indebtedness constituting the Securities of any
series by any act of failure to act on the part of the Company.


 


Section 14.03                          Subrogation
to Rights of Holders of Senior Debt.


 


Upon the payment in full of all Senior Debt,
the rights of the holders of Securities of any series shall be subrogated to
all the rights of any holders of Senior Debt to receive any further payments or
distributions applicable to the Senior Debt until the Securities of any series
shall have been paid in full, and such payments or distributions received by
the Holders of Securities of any series by reason of such subrogation, of cash,
securities or other property which otherwise would be paid or distributed to
the holders of Senior Debt, shall, as between the Company and its creditors
other than the holders of Senior Debt, on the one hand, and the Holders of Securities
of any series, on the other, be deemed to be a payment by the Company on
account of Senior Debt, and not on account of the Securities of any series.


 


Section 14.04                          Provisions
Solely to Define Relative Rights.


 


The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
of Securities of any series on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this article or elsewhere in the Indenture
or in the Securities of such series is intended to or shall:


 


(a)                                  impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of Securities of
such series, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of
Senior Debt, is intended to rank equally with all other general obligations of
the Company), to 


 


59

















 


pay to the Holders of Securities of such
series the principal of (and premium, if any) and interest on, the Securities
of such series as and when the same shall become due and payable in accordance
with their terms; or


 


(b)                                 affect the relative rights against
the Company of the Holders of Securities of such series and creditors of the
Company, as the case may be, other than the holders of Senior Debt; or


 


(c)                                  prevent the Trustee or the Holder of
any Securities of such series from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Debt to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


 


Section 14.05                          Trustee
to Effectuate Subordination.


 


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


 


Section 14.06                          No
Waiver of Subordination Provisions.


 


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


 


Without in any way limiting the generality of
the foregoing paragraph, the holders of Senior Debt may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders of
the Securities of any series, without incurring responsibility to the Holders
of the Securities of such series and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of Securities of such series to the holders of Senior Debt, do any one
or more of the following:


 


(a)                                  change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding;


 


(b)                                 sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior Debt;


 


60

















 


(c)                                  release any Person liable in any
manner for the collection of Senior Debt; and


 


(d)                                 exercise or refrain from exercising
any rights against the Company and any other Person.


 


Section 14.07                          Notice
to Trustee.


 


The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article. Notwithstanding the provisions of
this Article or any other provision of the Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of any
Securities of any series pursuant to the provisions of this Article, unless and
until the Trustee shall have received written notice thereof from the Company
or a holder or holders of Senior Debt or from any trustee therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.03, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Securities of any series), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.


 


Subject to the provisions of Section 6.03,
the Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Debt (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Debt (or a trustee therefor). In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment of distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


 


Section 14.08                          Reliance
On Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets of
the Company referred to in this Article, the Trustee, subject to the provisions
of Section 6.03, and the Holders of Securities of any series shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or



 


61

















 


other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities of such
series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.


 


Section 14.09                          Trustee
Not Fiduciary for Holders of Senior Debt.


 


With respect to the holders of Senior Debt,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of such Senior Debt shall
be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt with respect to
its obligations and duties created hereunder and shall not be liable to any
such holders or creditors if it shall in good faith pay over or distribute to
Holders of Securities of any series or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.


 


Section 14.10                          Rights
of Trustee As Holder of Senior Debt; Preservation of Trustee’s Rights.


 


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


 


Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.07.


 


Section 14.11                          Article
Applicable to Paying Agents.


 


In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall in such
case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that this Section shall not apply to the
Company or any Affiliate of the Company if it or such Affiliate acts as Paying
Agent.


 


Section 14.12                          Certain
Conversions or Exchanges Deemed Payment.


 


For the purposes of this Article only, (a) the
issuance and delivery of securities which are subordinate in right of payment
to all then outstanding Senior Debt to substantially the same extent as the
Securities are so subordinate (“Junior Securities”) (or cash paid in
lieu of fractional shares) upon conversion or exchange of Securities of any
series as contemplated by Section 3.01, shall not be deemed to constitute
a payment or distribution on account of the principal of or premium or interest
on Securities of such series or on account of the purchase or other acquisition
of Securities of such series and (b) the payment, issuance or delivery of
cash, 


 


62

















 


property or securities (other than Junior
Securities and cash paid in lieu of fractional shares) upon conversion or
exchange of Securities of any series shall be deemed to constitute payment on
account of the principal of such Securities of such series. Nothing contained
in this Article or elsewhere in the Indenture or in the Securities of any
series is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of Securities of such series
the right, which is absolute and unconditional, of the Holder of any Securities
of such series to convert or exchange such Securities of such series in
accordance with the terms specified as contemplated by Section 3.01.


 


Section 14.13                          Defeasance
of This Article Fourteen.


 


The subordination of the Securities provided
by this Article Fourteen is expressly made subject to the provisions for
defeasance or covenant defeasance in Article Thirteen hereof and, anything
herein to the contrary notwithstanding, upon the effectiveness of any such
defeasance or covenant defeasance, the Securities than outstanding shall
thereupon cease to be subordinated pursuant to this Article Fourteen.


 


ARTICLE XV




MEETING OF HOLDERS OF SECURITIES


 


Section 15.01                          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 15.02                          Call,
Notice and Place of Meetings.


 


(a)                                  The Trustee may at any time call a
meeting of Holders of Securities of any series for any purposes specified in Section 15.01,
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 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 1.06, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(b)                                 In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 15.01, 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 


 


63

















 


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 15.03                          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 15.02. 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 15.03 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 15.04                          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 15.02(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 9.02, 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 


 


64

















 


amount of the Outstanding Securities of that
series; provided, however,
that, except as limited by the proviso to the first paragraph of Section 9.02,
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 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 9.02, 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 15.05                          Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)                                  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 1.04
and the appointment of any proxy shall be proved in the manner specified in Section 1.04
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.04.
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 1.04 or other proof.


 


(b)                                 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 15.02(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


(c)                                  At any meeting each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount of the Outstanding Securities of 


 


65

















 


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.


 


(d)                                 Any meeting of Holders of Securities
of any series duly called pursuant to Section 15.02 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


Section 15.06                          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 15.02
and, if applicable, Section 15.04. 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.


 


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:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  



 


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.


 


66
















 


EXHIBIT A


 


Form of Face of
Registered Security


 


	
  No.

  	
   

  	
  $

  



 


TravelCenters of America LLC, 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.


 


A-1

















 


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.


 


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


 


Dated:


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


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 


 


A1-1

















 


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 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.]


 


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


 


A1-2

















 


[If applicable, insert
— The Securities shall [not be superior in right of payment to, and shall] rank
pari passu with[,] — insert  description of existing debt of the Company that is intended
to rank on a parity with the Securities.]


 


[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.


 


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 


 


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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.


 


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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.


 


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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.


 


	
  *Dated:                               ,20___

  
	
   

  
	
   

  
	
   

  	
  NAME
  OF PERSON MAKING CERTIFICATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 






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


 


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