Exhibit 4.10


 


RECKSON OPERATING
PARTNERSHIP, L.P.,


 


Issuer


 


and


 


SL GREEN REALTY CORP.,


 


Guarantor


 


to


 


THE BANK OF NEW YORK MELLON,


 


Trustee


 


INDENTURE


 


Dated as of [·]


 


Debt Securities


 

















 


Reconciliation
and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and
Indenture


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  Section 310(a)(1)

  	
   

  	
  607

  
	
  (a)(2)

  	
   

  	
  607

  
	
  (b)

  	
   

  	
  608

  
	
  Section 312(a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  Section 313(a)

  	
   

  	
  703

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  Section 314(a)

  	
   

  	
  704

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  102

  
	
  Section 316(a) (last
  sentence)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502,
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  Section 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  Section 318(a)

  	
   

  	
  108

  



 


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


 


Attention should also be directed to Section 318(c) of
the Trust Indenture Act, which provides that the provisions of Sections 310 to
and including 317 are a part of and govern every qualified indenture, whether
or not physically contained herein.


 


i

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Article One

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions and Other Provisions of General
  Application

  	
   

  
	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  2

  
	
  Section 102.

  	
  Compliance
  Certificates and Opinions

  	
  12

  
	
  Section 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  12

  
	
  Section 104.

  	
  Acts
  of Holders

  	
  13

  
	
  Section 105.

  	
  Notices,
  etc., to Trustee and Issuer and Guarantor

  	
  15

  
	
  Section 106.

  	
  Notice
  to Holders of Securities; Waiver

  	
  15

  
	
  Section 107.

  	
  Language
  of Notices

  	
  16

  
	
  Section 108.

  	
  Conflict
  with Trust Indenture Act

  	
  16

  
	
  Section 109.

  	
  Effect
  of Headings and Table of Contents

  	
  16

  
	
  Section 110.

  	
  Successors
  and Assigns

  	
  16

  
	
  Section 111.

  	
  Separability
  Clause

  	
  17

  
	
  Section 112.

  	
  Benefits
  of Indenture

  	
  17

  
	
  Section 113.

  	
  Governing
  Law

  	
  17

  
	
  Section 114.

  	
  Legal
  Holidays

  	
  17

  
	
  Section 115.

  	
  Counterparts

  	
  17

  
	
  Section 116.

  	
  Judgment
  Currency

  	
  17

  
	
   

  	
   

  	
   

  
	
  Article Two

  	
   

  
	
   

  	
   

  
	
  Securities Forms

  	
   

  
	
   

  	
   

  
	
  Section 201.

  	
  Forms
  Generally

  	
  18

  
	
  Section 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  18

  
	
  Section 203.

  	
  Securities
  in Global Form

  	
  19

  
	
   

  	
   

  	
   

  
	
  Article Three

  	
   

  
	
   

  	
   

  
	
  The Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
  19

  
	
  Section 302.

  	
  Currency;
  Denominations

  	
  23

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  24

  
	
  Section 304.

  	
  Temporary
  Securities

  	
  25

  
	
  Section 305.

  	
  Registration,
  Transfer and Exchange

  	
  26

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  29

  
	
  Section 307.

  	
  Payment
  of Interest and Certain Additional Amounts; Rights to Interest and Certain
  Additional Amounts Preserved

  	
  31

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
  32

  
	
  Section 309.

  	
  Cancellation

  	
  33

  



 


ii

















 


	
  Section 310.

  	
  Computation
  of Interest

  	
  33

  
	
   

  	
   

  	
   

  
	
  Article Four

  	
   

  
	
   

  	
   

  
	
  Satisfaction and Discharge of Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction
  and Discharge

  	
  34

  
	
  Section 402.

  	
  Defeasance
  and Covenant Defeasance

  	
  35

  
	
  Section 403.

  	
  Application
  of Trust Money

  	
  39

  
	
   

  	
   

  	
   

  
	
  Article Five

  	
   

  
	
   

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events
  of Default

  	
  40

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  42

  
	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  43

  
	
  Section 504.

  	
  Trustee
  May File Proofs of Claim

  	
  44

  
	
  Section 505.

  	
  Trustee
  May Enforce Claims without Possession of Securities or Coupons

  	
  44

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
  45

  
	
  Section 507.

  	
  Limitations
  on Suits

  	
  45

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal and any Premium, Interest and
  Additional Amounts

  	
  46

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
  46

  
	
  Section 510.

  	
  Rights
  and Remedies Cumulative

  	
  46

  
	
  Section 511.

  	
  Delay
  or Omission Not Waiver

  	
  46

  
	
  Section 512.

  	
  Control
  by Holders of Securities

  	
  47

  
	
  Section 513.

  	
  Waiver
  of Past Defaults

  	
  47

  
	
  Section 514.

  	
  Waiver
  of Stay or Extension Laws

  	
  47

  
	
  Section 515.

  	
  Undertaking
  for Costs

  	
  48

  
	
   

  	
   

  	
   

  
	
  Article Six

  	
   

  
	
   

  	
   

  
	
  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain
  Rights of Trustee

  	
  48

  
	
  Section 602.

  	
  Notice
  of Defaults

  	
  49

  
	
  Section 603.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  50

  
	
  Section 604.

  	
  May Hold
  Securities

  	
  50

  
	
  Section 605.

  	
  Money
  Held in Trust

  	
  50

  
	
  Section 606.

  	
  Compensation
  and Reimbursement

  	
  50

  
	
  Section 607.

  	
  Corporate
  Trustee Required; Eligibility

  	
  51

  
	
  Section 608.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  51

  
	
  Section 609.

  	
  Acceptance
  of Appointment by Successor

  	
  53

  
	
  Section 610.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  54

  
	
  Section 611.

  	
  Appointment
  of Authenticating Agent

  	
  54

  



 


iii

















 


	
  Article Seven

  	
   

  
	
   

  	
   

  
	
  Holders Lists and Reports by Trustee, Guarantor and
  Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Issuer
  and the Guarantor to Furnish Trustee Names and Addresses of Holders

  	
  56

  
	
  Section 702.

  	
  Preservation
  of Information; Communications to Holders

  	
  57

  
	
  Section 703.

  	
  Reports
  by Trustee

  	
  57

  
	
  Section 704.

  	
  Reports
  by Issuer and Guarantor

  	
  57

  
	
   

  	
   

  	
   

  
	
  Article Eight

  	
   

  
	
   

  	
   

  
	
  Consolidation, Merger And Sales

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Issuer
  May Consolidate, Etc., Only on Certain Terms

  	
  58

  
	
  Section 802.

  	
  Successor
  Person Substituted for Issuer

  	
  59

  
	
  Section 803.

  	
  Guarantor
  May Consolidate, Etc., Only on Certain Terms

  	
  59

  
	
  Section 804.

  	
  Successor
  Person Substituted for Guarantor

  	
  60

  
	
  Section 805.

  	
  Assumption
  by Guarantor

  	
  60

  
	
   

  	
   

  	
   

  
	
  Article Nine

  	
   

  
	
   

  	
   

  
	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures without Consent of Holders

  	
  60

  
	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  62

  
	
  Section 903.

  	
  Execution
  of Supplemental Indentures

  	
  63

  
	
  Section 904.

  	
  Effect
  of Supplemental Indentures

  	
  63

  
	
  Section 905.

  	
  Reference
  in Securities to Supplemental Indentures

  	
  63

  
	
  Section 906.

  	
  Conformity
  with Trust Indenture Act

  	
  64

  
	
   

  	
   

  	
   

  
	
  Article Ten

  	
   

  
	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment
  of Principal, any Premium, Interest and Additional Amounts

  	
  64

  
	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  	
  64

  
	
  Section 1003.

  	
  Money
  for Securities Payments to Be Held in Trust

  	
  65

  
	
  Section 1004.

  	
  Additional
  Amounts

  	
  67

  
	
  Section 1005.

  	
  Limitations
  on Incurrence of Debt

  	
  68

  
	
  Section 1006.

  	
  Maintenance
  of Total Unencumbered Assets

  	
  69

  
	
  Section 1007.

  	
  Maintenance
  of Properties

  	
  69

  
	
  Section 1008.

  	
  Insurance

  	
  69

  
	
  Section 1009.

  	
  Existence

  	
  69

  
	
  Section 1010.

  	
  Payment
  of Taxes and Other Claims

  	
  69

  
	
  Section 1011.

  	
  Provision
  of Financial Information

  	
  70

  
	
  Section 1012.

  	
  Waiver
  of Certain Covenants

  	
  70

  



 


iv

















 


	
  Section 1013.

  	
  Issuer
  Statement as to Compliance; Notice of Certain Defaults

  	
  70

  
	
  Section 1014.

  	
  Guarantor
  Statement as to Compliance; Notice of Certain Defaults

  	
  71

  
	
   

  	
   

  	
   

  
	
  Article Eleven

  	
   

  
	
   

  	
   

  
	
  Redemption of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability
  of Article

  	
  71

  
	
  Section 1102.

  	
  Election
  to Redeem; Notice to Trustee

  	
  71

  
	
  Section 1103.

  	
  Selection
  by Trustee of Securities to be Redeemed

  	
  72

  
	
  Section 1104.

  	
  Notice
  of Redemption

  	
  72

  
	
  Section 1105.

  	
  Deposit
  of Redemption Price

  	
  74

  
	
  Section 1106.

  	
  Securities
  Payable on Redemption Date

  	
  74

  
	
  Section 1107.

  	
  Securities
  Redeemed in Part

  	
  75

  
	
   

  	
   

  	
   

  
	
  Article Twelve

  	
   

  
	
   

  	
   

  
	
  Sinking Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability
  of Article

  	
  75

  
	
  Section 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  75

  
	
  Section 1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
  76

  
	
   

  	
   

  	
   

  
	
  Article Thirteen

  	
   

  
	
   

  	
   

  
	
  Repayment at the Option of Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability
  of Article

  	
  76

  
	
   

  	
   

  	
   

  
	
  Article Fourteen

  	
   

  
	
   

  	
   

  
	
  Securities in Foreign Currencies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Applicability
  of Article

  	
  77

  
	
   

  	
   

  	
   

  
	
  Article Fifteen

  	
   

  
	
   

  	
   

  
	
  Meetings of Holders of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1501.

  	
  Purposes
  for Which Meetings May Be Called

  	
  77

  
	
  Section 1502.

  	
  Call,
  Notice and Place of Meetings

  	
  77

  
	
  Section 1503.

  	
  Persons
  Entitled to Vote at Meetings

  	
  78

  
	
  Section 1504.

  	
  Quorum;
  Action

  	
  78

  
	
  Section 1505.

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
  79

  
	
  Section 1506.

  	
  Counting
  Votes and Recording Action of Meetings

  	
  80

  



 


v

















 


	
  Article Sixteen

  	
   

  
	
   

  	
   

  
	
  Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1601.

  	
  Guarantee

  	
  80

  



 


vi

















 


INDENTURE, dated as of [·] (the “Indenture”), among RECKSON OPERATING
PARTNERSHIP, L.P., a limited partnership duly organized and existing under the
laws of Delaware (hereinafter called the “Issuer”), having its principal
executive office located at 420 Lexington Avenue, New York, NY 10170, SL GREEN
REALTY CORP., a corporation duly organized and existing under the laws of the
Maryland (hereinafter called the “Guarantor” or the “Company”), having its
principal executive office at 420 Lexington Avenue, New York, NY 10170, and The
Bank of New York Mellon (hereinafter called the “Trustee”), having its
Corporate Trust Office located at 101 Barclay Street, Floor 21 West, New York,
New York 10286.


 


RECITALS


 


The execution and delivery
by the Issuer of this Indenture to provide for the issuance from time to time
of the Issuer’s debentures, notes or other evidences of Indebtedness
(hereinafter called the “Securities”), unlimited as to principal amount, to
bear such rates of interest, to mature at such time or times, to be issued in
one or more series and to have such other provisions as shall be fixed as
hereinafter provided, has been duly authorized.


 


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


 


For value received, the
execution and delivery by the Guarantor of this Indenture to provide for the
issuance of the Guarantee provided for herein has been duly authorized. All
things necessary to make this Indenture a valid agreement of the Guarantor, in
accordance with its terms, have been done.


 


This Indenture is subject to
the provisions of the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
that are required to be part of this Indenture and, to the extent applicable,
shall be governed by such provisions.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Securities by the Holders (as herein
defined) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof
and any Coupons (as herein defined) as follows:


 














 


ARTICLE ONE


 


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.                                Definitions.


 


Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


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


 


(4)                                  the words “herein”, “hereof”, “hereto” 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; and


 


(5)                                  the word “or” is always used inclusively (for
example, the phrase “A or B” means “A or B or both”, not “either A or B but not
both”).


 


Certain terms used principally in certain Articles hereof are defined in
those Articles.


 


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


 


“Additional Amounts” means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Issuer in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.


 


“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 the meanings correlative to
the foregoing.


 


2

















 


“Annual Service Charge” as of any date means the amount which is
expensed in any 12-month period for interest on Indebtedness.


 


“Authenticating Agent” means any Person authorized by the Trustee
pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of publication, 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 day that is a Business Day in
the place of publication.


 


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


 


“Board of Directors” means the board of directors of the General Partner
or any committee of that board duly authorized to act hereunder.


 


“Board Resolution” means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the General Partner to have been
duly adopted by the Board of Directors and to be in full force and effect on
the date of such certification, delivered to the Trustee.


 


“Business Day”, with respect to any Place of Payment or in The City of
New York, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any day other than a Saturday, Sunday or other
day on which banking institutions in such Place of Payment or in The City of
New York are authorized or obligated by law, regulation or executive order to
close.


 


“Code” means the Internal Revenue Code of 1986, as amended, together
with its predecessor.


 


“Commission” means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


 


“Common Stock” includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.


 


“Consolidated Income Available for Debt Service” for any period means
Consolidated Net Income of the Issuer and its Subsidiaries (i) plus
amounts which have been 


 


3

















 


deducted for (a) interest on Indebtedness of the Issuer and its
Subsidiaries, (b) provision for taxes of the Issuer and its Subsidiaries
based on income, (c) amortization of debt discount, (d) depreciation
and amortization, (e) the effect of any noncash charge resulting from a
change in accounting principles in determining Consolidated Net Income for such
period, (f) amortization of deferred charges, and (g) provisions for
or realized losses on properties and (ii) less amounts which have been
included for gains on properties.


 


“Consolidated Net Income” for any period means the amount of
consolidated net income (or loss) of the Issuer and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.


 


“Conversion Event” means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which
issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community or (ii) the Euro both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Community.


 


“Corporate Trust Office” means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 101 Barclay Street, Floor 21 West, New York, New York
10286.


 


“Corporation” includes corporations and limited liability companies and,
except for purposes of Article Eight, associations, companies and business
trusts.


 


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


 


“Currency,” with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required
to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated
by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the alphanumeric designation assigned to a Security
by Standard & Poor’s Corporation, CUSIP Service Bureau.


 


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


 


“Dollars” or “$” means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.


 


“Euro” means the European Currency Units as defined and revised from
time to time by the Council of the European Community.


 


“European Monetary System” means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Community.


 


4

















 


“European Union” means the European Community, the European Coal and
Steel Community and the European Atomic Energy Community.


 


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


 


“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign Currency” means any currency, currency unit or composite
currency, including, without limitation, the Euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.


 


“GAAP” means such accounting principles as are generally accepted in the
United States of America as of the date or time of any computation required
hereunder.


 


“General Partner” means Wyoming Acquisitions GP LLC, as the sole general
partner of the Issuer.


 


“Government Obligations” means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such government
or governments or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America or
such other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.


 


“Guarantee” means the unconditional guarantee of the payment of the
principal of or any premium or interest on or any Additional Amounts with
respect to the Guaranteed Securities by the Guarantor, as more fully set forth
in Article Sixteen.


 


“Guaranteed Securities” means a series of Securities made subject to a
Guarantee (as set forth in Article Sixteen) pursuant to Section 301.


 


“Guarantor” means the Person named as the “Guarantor” 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
“Guarantor” shall mean such successor Person.


 


5

















 


“Guarantor’s Board of Directors” means the board of directors of the
Guarantor or any committee of that board duly authorized to act generally or in
any particular respect for the Guarantor hereunder.


 


“Guarantor’s Board Resolution” means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Guarantor to have
been duly adopted by the Guarantor’s Board of Directors and to be in full force
and effect on the date of such certification, delivered to the Trustee.


 


“Guarantor’s Officers’ Certificate” means a certificate signed by the
Chairman, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Guarantor, that
complies with the requirements of Section 14(e) of the Trust
Indenture Act and is delivered to the Trustee.


 


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


 


“Holder,” in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.


 


“Indebtedness” means any indebtedness, whether or not contingent, in
respect of (i) borrowed money evidenced by bonds, notes, debentures or
similar instruments, (ii) indebtedness secured by any mortgage, pledge,
lien, charge, encumbrance or any security interest existing on property,
(iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property except
any such balance that constitutes an accrued expense or trade payable or
(iv) any lease of property as lessee which would be reflected on a balance
sheet as a capitalized lease in accordance with GAAP, in the case of items of
indebtedness under (i) through (iii) above to the extent that any
such items (other than letters of credit) would appear as a liability on a
balance sheet in accordance with GAAP, and also includes, to the extent not
otherwise included, any obligation to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), indebtedness of another Person.


 


“Indenture” means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof).


 


“Independent Public Accountants” means accountants or a firm of
accountants that, with respect to the Issuer and the Guarantor and any other
obligor under the Securities or the Coupons, are independent public accountants
within the meaning of the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder, 


 


6

















 


who may be the independent public accountants regularly retained by the
Issuer or the Guarantor or who may be other independent public accountants.
Such accountants or firm shall be entitled to rely upon any Opinion of Counsel
as to the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.


 


“Indexed Security” means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.


 


“Interest”, with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such
Additional Amounts.


 


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


 


“Issuer” means the Person named as the “Issuer” 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 “Issuer” shall mean
such successor Person, and any other obligor upon the Securities.


 


“Issuer Request” and “Issuer Order” mean, respectively, a written
request or order, as the case may be, signed in the name of the Issuer by the
Chairman of the Board of Directors, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the General Partner acting in its capacity as the
general partner of the Issuer, and delivered to the Trustee.


 


“Judgment Currency” has the meaning specified in Section 116.


 


“Legal Holiday” means a day that is not a Business Day.


 


“Lien” means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person. A Capital Lease is a
lease to which the lessee is required concurrently to recognize the acquisition
of an asset and the incurrence of a liability in accordance with GAAP.


 


“Maturity”, with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.


 


“New York Banking Day” has the meaning specified in Section 116.


 


7

















 


“Office” or “Agency”, with respect to any Securities, means an office or
agency of the Issuer or the Guarantor maintained or designated in a Place of
Payment for such Securities pursuant to Section 1002 or any other office
or agency of the Issuer maintained or designated for such Securities pursuant
to Section 1002 or, to the extent designated or required by
Section 1002 in lieu of such office or agency, the Corporate Trust Office
of the Trustee.


 


“Officers’ Certificate” means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the General Partner in its capacity as sole general partner of the Issuer, that
complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or the Guarantor, as the case may be, or
other counsel who shall be reasonably acceptable to the Trustee, that, if
required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.


 


“Original Issue Discount Security” means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 502.


 


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


 


(a)                                  any such Security theretofore cancelled by the
Trustee or the Security Registrar or delivered to the Trustee or the Security
Registrar for cancellation;


 


(b)                                 any such Security for whose payment at the Maturity
thereof money in the necessary amount has been theretofore deposited pursuant
hereto (other than pursuant to Section 402) with the Trustee or any Paying
Agent (other than the Issuer or the Guarantor) in trust or set aside and
segregated in trust by the Issuer or the Guarantor (if the Issuer shall act as
its own, or authorize the Guarantor to act as, Paying Agent) for the Holders of
such Securities and any Coupons appertaining thereto, 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;


 


(c)                                  any such Security with respect to which the Issuer
or the Guarantor has effected defeasance pursuant to the terms hereof, except
to the extent provided in Section 402; and


 


(d)                                 any such Security which has been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, unless there shall
have been presented to the Trustee proof satisfactory to it that such Security
is held by a bona fide purchaser in whose hands such Security is a valid
obligation of the Issuer,


 


8

















 


provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Securities for quorum purposes, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant to
the terms of such Original Issue Discount Security would be declared (or shall
have been declared to be) due and payable upon a declaration of acceleration
thereof pursuant to Section 502 at the time of such determination, and
(ii) the principal amount of any Indexed Security that may be counted in
making such determination and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided in or pursuant to this Indenture,
and (iii) the principal amount of a Security denominated in a Foreign
Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in
(i) above) of such Security, and (iv) Securities owned by the Issuer,
the Guarantor or any other obligor upon the Securities or any Affiliate of the
Issuer, the Guarantor or such other obligor, shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in making any such determination or relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee (A) the pledgee’s right so to act with respect to such
Securities and (B) that the pledgee is not the Issuer, the Guarantor or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Issuer, the Guarantor or such other obligor.


 


“Paying Agent” means any Person authorized by the Issuer to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Issuer.


 


“Permitted Debt” means Indebtedness of the Issuer or any Subsidiary
owing to any Subsidiary or the Issuer; provided that any such Indebtedness is
made pursuant to an intercompany note and is subordinated in right of payment
to the Securities; provided further that any disposition, pledge or transfer of
any such Indebtedness to a Person (other than the Issuer or another Subsidiary)
shall be deemed to be an incurrence of such Indebtedness by the Issuer or a
Subsidiary, as the case may be, and not Permitted Debt as defined herein.


 


“Person” means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.


 


“Place of Payment,” with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.


 


9

















 


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


 


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


 


“Redemption Price”, with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.


 


“Registered Security” means any Security established pursuant to
Section 201 which is registered in the Security Register.


 


“Regular Record Date” for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the “Regular
Record Date”.


 


“Required Currency” has the meaning specified in Section 116.


 


“Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer of the Trustee to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Security” or “Securities” means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case
may be, 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 any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.


 


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


 


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


 


“Stated Maturity”, with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.


 


10

















 


“Subsidiary” means any entity of which at the time of determination the
Issuer or one or more subsidiaries owns or controls directly or indirectly more
than 50% of the shares of Voting Stock.


 


“Total Assets” as of any date means the sum of (i) the
Undepreciated Real Estate Assets, (ii) all other assets of the Issuer, and
of its Subsidiaries determined at the applicable proportionate interest of the
Issuer in each such Subsidiary, determined in accordance with GAAP (but
excluding intangibles and accounts receivable) and (iii) the cost of any
property of the Issuer, or any Subsidiary thereof, in which the Issuer, or such
Subsidiary, as the case may be, has a firm, non-contingent purchase obligation.


 


“Total Unencumbered Assets” means the sum of (i) those
Undepreciated Real Estate Assets not subject to a Lien on a consolidated basis,
(ii) all other assets of the Issuer, and of its Subsidiaries determined at
the applicable proportionate interest of the Issuer in each such Subsidiary,
which are not subject to a Lien determined in accordance with GAAP (but
excluding intangibles and accounts receivable) and (iii) the cost of any
property of the Issuer, or any Subsidiary thereof, in which the Issuer, or such
Subsidiary, as the case may be, has a firm, non-contingent purchase obligation
and which is not subject to a Lien.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of
the purposes of such Act or provision, as the case may be.


 


“Trustee” means the Person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such with
respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean each Person who
is then a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, “Trustee” shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series.


 


“Undepreciated Real Estate Assets” means as of any date the cost
(original cost plus capital improvements) of real estate assets of the Issuer
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with GAAP.


 


“United States,” except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.


 


“United States Alien,” except as
otherwise provided in or pursuant to this Indenture or any Security, 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.


 


11














 


“Unsecured Debt” means Indebtedness of the Issuer or any Subsidiary
which is not secured by any mortgage, lien, charge, pledge or security interest
of any kind upon any of the properties owned by the Issuer or any of its
Subsidiaries.


 


“U.S. Depository” or “Depository” means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Issuer in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person, “U.S.
Depository” or “Depository” shall mean, with respect to any Securities, the
qualifying entity which has been appointed with respect to such Securities.


 


“Vice President,” when used with respect to a vice president of the
General Partner acting in its capacity as the sole general partner of the
Issuer, or with respect to the Guarantor 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”.


 


“Voting Stock” means stock of a Corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such Corporation
provided that, for the purposes hereof, stock which carries only the right to
vote conditionally on the happening of an event shall not be considered voting
stock whether or not such event shall have happened.


 


Section 102.           Compliance Certificates and
Opinions.


 


Except as otherwise expressly provided in this Indenture, upon any
application or request by the Issuer or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Issuer or the Guarantor,
as the case may be, shall furnish to the Trustee an Officers’ Certificate or a
Guarantor’s Officers’ Certificate, as the case may be, stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents or any of them is specifically
required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


Section 103.           Form of Documents Delivered
to Trustee.


 


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


 


Any certificate or opinion of an officer of the Issuer or the Guarantor
may be based, insofar as it relates to legal matters, upon an Opinion of
Counsel, unless such officer


 


12

















 


knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such 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 Issuer or the Guarantor, as
the case may be, stating that the information with respect to such factual
matters is in the possession of the Issuer or the Guarantor, as the case may
be, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.


 


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


 


Section 104.           Acts of Holders.


 


(1)           Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article Fifteen,
or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Issuer and the Guarantor. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 315
of the Trust Indenture Act) conclusive in favor of the Trustee and the Issuer
and the Guarantor and any agent of the Trustee or the Issuer and the Guarantor,
if made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.


 


Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository’s standing instructions and customary practices.


 


The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository


 


13

















 


entitled under the procedures of such U.S. Depository to make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or
other Act, whether or not such Holders remain Holders after such record date.
No such request, demand, authorization, direction, notice, consent, waiver or
other Act shall be valid or effective if made, given or taken more than 90 days
after such record date.


 


(2)           The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the
Trustee may determine; and the Trustee may in any instance require further
proof with respect to any of the matters referred to in this Section.


 


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


 


(4)           The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary reasonably acceptable to the
Issuer and the Guarantor, wherever situated, if such certificate shall be
deemed by the Issuer and the Trustee to be satisfactory, showing that at the
date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities,
if such certificate or affidavit is deemed by the Trustee to be satisfactory.
The Trustee, the Guarantor and the Issuer may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding.
The ownership, principal amount and serial numbers of Bearer Securities held by
the Person so executing such instrument or writing and the date of the
commencement and the date of the termination of holding the same may also be
proved in any other manner which the Issuer and the Trustee deem sufficient.


 


(5)           If the Issuer or the Guarantor shall solicit from the
Holders of any Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Issuer or the Guarantor,
as the case may be, may at its option (but is not obligated to), by Board
Resolution or Guarantor’s Board Resolution, as the case may be, fix in advance
a record date for the determination of Holders of Registered Securities
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of Registered
Securities of record at the close of business on such record date shall be
deemed to be Holders for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities have


 


14

















 


authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders of
Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six
months after the record date.


 


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


 


Section 105.           Notices, etc., to Trustee and
Issuer and Guarantor.


 


Any request, demand, authorization, direction, notice, consent, waiver
or other 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, the Guarantor or the Issuer
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be by facsimile) to or with the Trustee at its
Corporate Trust Office, or


 


(2)           the Issuer or the Guarantor by the Trustee or 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 Issuer or the Guarantor, as the case may be, addressed to the attention of
its Treasurer at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Issuer or the Guarantor, as the case may be.


 


Section 106.           Notice to Holders of Securities;
Waiver.


 


Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event:


 


(1)           such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to
each Holder of a Registered Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice; and


 


(2)           such notice shall be sufficiently given to Holders of
Bearer Securities, if any, if published in an Authorized Newspaper in The City
of New York and, if such Securities are then listed on any stock exchange
outside the United States, in an Authorized Newspaper in such city as the
Issuer shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date and the second such publication not later than the latest
date prescribed for the giving of such notice.


 


15

















 


In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


 


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


 


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


 


Section 107.           Language of Notices.


 


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


 


Section 108.           Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof,
such required provision shall control.


 


Section 109.           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 110.           Successors and Assigns.


 


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


 


16

















 


Section 111.           Separability Clause.


 


In case any provision in this Indenture, any Security or any Coupon
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 112.           Benefits of Indenture.


 


Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


 


Section 113.           Governing Law.


 


This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in
said state.


 


Section 114.           Legal Holidays.


 


Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically
states that such provision shall apply in lieu hereof) payment need not be made
at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or last day for exchange, as the case may be,
to the next succeeding Business Day.


 


Section 115.           Counterparts.


 


This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.


 


Section 116.           Judgment Currency.


 


The Issuer agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, or Additional Amounts on the Securities of
any series (the “Required Currency”) into a currency in which a judgment will
be rendered (the “Judgment Currency”), the rate of exchange used shall be the
rate


 


17

















 


at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Legal Holiday in The
City of New York.


 


ARTICLE TWO


 


SECURITIES FORMS


 


Section 201.           Forms Generally.


 


Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
or pursuant to this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.


 


Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.


 


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


 


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


 


Subject to Section 611, the Trustee’s certificate 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.


 


18

















 


	
   

  	
   

  	
  THE BANK OF
  NEW YORK MELLON,

  	
   

  
	
   

  	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


Section 203.           Securities in Global Form.


 


Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Issuer Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303
or 304 has been, or simultaneously is, delivered, any instructions by the
Issuer with respect to a Security in global form shall be in writing but need
not be accompanied by or contained in an Officers’ Certificate and need not be
accompanied by an Opinion of Counsel.


 


Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Issuer, the Trustee and any agent of
the Issuer and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a global Security (i) in the case
of a global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form,
the Person or Persons specified pursuant to Section 301.


 


ARTICLE THREE


 


THE SECURITIES


 


Section 301.           Amount Unlimited; Issuable in
Series.


 


The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series.


 


19














 


With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto:


 


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


 


(2)           any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 905 or 1107);


 


(3)           the percentage of the principal amount at which the
Securities of the series will be issued and, if other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration
of acceleration of maturity thereof;


 


(4)           the date or dates, or the method by which such date or
dates will be determined, on which the principal of the Securities of the
series shall be payable;


 


(5)           the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest will be payable and the Regular Record Date, if
any, for the interest payable on any Registered Security on any Interest
Payment Date, or the method by which such date shall be determined, the person
to whom such interest shall be payable, and the basis upon which interest shall
be calculated if other than that of a 360-day year of twelve 30-day months;


 


(6)           the place or places, if any, other than or in addition to
The City of New York, where the principal of (and premium, if any), interest,
if any, on, and Additional Amounts, if any, payable in respect of, Securities
of the series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer or exchange and notices or demands to
or upon the Issuer in respect of the Securities of the series and this
Indenture may be served;


 


(7)           the period or periods within which, the price or prices at
which, the currency or currencies, currency unit or units or composite currency
or currencies in which, and other terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Issuer,
if the Issuer is to have the option;


 


(8)           the obligation, if any, of the Issuer to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods
within which or the date or dates on which, the price or prices at which, the
currency or currencies, currency unit or units or composite currency or
currencies in which, and other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;


 


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


 


20

















 


than denominations of $5,000 and any integral multiple thereof, the
denomination or denominations in which any Bearer Securities of the series
shall be issuable;


 


(10)         if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;


 


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


 


(12)         if other than Dollars, the Foreign Currency or Currencies in
which payment of the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Securities of the series shall be payable or
in which the Securities of the series shall be denominated;


 


(13)         whether the amount of payments of principal of (and 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, currency
units, composite currencies, commodities, equity indices or other indices), and
the manner in which such amounts shall be determined;


 


(14)         whether the principal of (and premium, if any) or interest
or Additional Amounts, if any, on the Securities of the series are to be
payable, at the election of the Issuer or a Holder thereof, in a currency or currencies,
currency unit or units or composite currency or currencies other than that in
which such Securities are denominated or stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election
may be made, and the time and manner of, and identity of the exchange rate
agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;


 


(15)         provisions, if any, granting special rights to the Holders
of Securities of the series upon the occurrence of such events as may be
specified;


 


(16)         any deletions from, modifications of or additions to the
Events of Default or covenants of the Issuer with respect to Securities of the
series, whether or not such Events of Default or covenants are consistent with
the Events of Default or covenants set forth herein;


 


(17)         whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities and
the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa (if permitted by applicable
laws and regulations), 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 with or without coupons 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


 


21

















 


authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section 305,
and, if Registered Securities of the series are to be issuable as a global
Security, the identity of the depositary for such series;


 


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


 


(19)         the Person to whom any interest on any Registered 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 manner in which, or
the Person to whom, any interest on any Bearer Security of the series shall be
payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section 304;


 


(20)         if the Securities of such series are to be Guaranteed
Securities;


 


(21)         if either or both of Section 402(2) relating to
defeasance or Section 402(3) relating to covenant defeasance shall
not be applicable to the Securities of such series or any provisions in
modification of, in addition to or in lieu of any of the provisions of Article Four;


 


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


 


(23)         if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered;


 


(24)         whether and under what circumstances the Issuer will pay
Additional Amounts on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of such
term) in respect of any tax, assessment or governmental charge and, if so,
whether the Issuer will have the option to redeem such Securities rather than
pay such Additional Amounts (and the terms of any such option);


 


(25)         with respect to any Securities that provide for optional
redemption or prepayment upon the occurrence of certain events (such as a
change of control of the Issuer), (i) the possible effects of such
provisions on the market price of the Issuer’s or the General Partner’s
securities or in deterring certain mergers, tender offers or other takeover
attempts, and the intention of the Issuer to comply with the requirements of Rule 14e-1
under the Exchange Act and any other applicable securities laws in connection
with such provisions; (ii) whether the occurrence of the specified events
may give rise to cross-defaults on other indebtedness such that payment on such
Securities may be effectively subordinated; and (iii) the existence of any
limitation on the Issuer’s financial or legal ability to repurchase such
Securities upon the occurrence of such an event (or, if true, the lack of
assurance that such a repurchase can be


 


22

















 


effected) and the impact, if any, under the Indenture of such a failure,
including whether and under what circumstances such a failure may constitute an
Event of Default;


 


(26)         the terms and conditions, if any, upon which payment of the
Securities of the series shall be subordinated to other Indebtedness of the
Issuer (including, without limitation, the Indebtedness which ranks senior to
such Securities, restrictions on payments to Holders of such Securities while a
default with respect to such senior Indebtedness is continuing; restrictions,
if any, on payments to the Holders of such Securities following an Event of
Default, and any requirements for Holders of such Securities to remit certain
payments to the holders of such senior Indebtedness); and


 


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


 


All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest,
or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be
provided by the Issuer in or pursuant to the Board Resolution and set forth in
the Officers’ Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers’
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officers’ Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Officers’ Certificate or supplemental
indenture. All Securities of any one series need not be issued at the same time
and, unless otherwise so provided by the Issuer, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.


 


If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of such series.


 


Section 302.           Currency; Denominations.


 


Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.


 


23

















 


Section 303.           Execution, Authentication,
Delivery and Dating.


 


Securities shall be executed on behalf of the Issuer by the General
Partner acting in its capacity as sole general partner of the Issuer by the
General Partner’s Chairman of the Board, one of its Vice Chairmen, its
President, its Treasurer or one of its Vice Presidents under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Issuer by the General
Partner acting in its capacity as sole general partner of the Issuer by the
General Partner’s Treasurer or any Assistant Treasurer. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.


 


Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Issuer shall bind the Issuer, 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 or Coupons.


 


At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities, together with any Coupons
appertaining thereto, executed by the Issuer, to the Trustee for authentication
and, provided that the Board Resolution and Officers’ Certificate or
supplemental indenture or indentures with respect to such Securities referred
to in Section 301 and an Issuer Order for the authentication and delivery
of such Securities have been delivered to the Trustee, the Trustee in
accordance with the Issuer Order and subject to the provisions hereof and of
such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons
appertaining thereto, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon:


 


(1)           an Opinion of Counsel to the effect that:


 


(a)           the form or forms and terms of such Securities and
Coupons, if any, have been established in conformity with the provisions of
this Indenture;


 


(b)           all conditions precedent to the authentication and
delivery of such Securities and Coupons, if any, appertaining thereto, have
been complied with and that such Securities, and Coupons, when completed by
appropriate insertions, executed under the Issuer’s corporate seal and attested
by duly authorized officers of the Issuer, delivered by duly authorized
officers of the Issuer to the Trustee for authentication pursuant to this
Indenture, and authenticated and delivered by the Trustee and issued by the
Issuer in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legally valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms, except as
enforcement thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent
transfer or other similar laws relating to or affecting creditors’ rights
generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will entitle


 


24

















 


the Holders thereof to the benefits of this Indenture, including the
Guarantee; such Opinion of Counsel need express no opinion as to the
availability of equitable remedies;


 


(c)           all laws and requirements in respect of the execution and
delivery by the Issuer of such Securities and Coupons, if any, have been
complied with; and


 


(d)           this Indenture has been qualified under the Trust
Indenture Act; and


 


(2)           an Officers’ Certificate and a Guarantor’s Officers’
Certificate, in each case stating that, to the best knowledge of the Persons
executing such certificate, no event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Securities shall
have occurred and be continuing.


 


If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officers’
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Issuer that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Issuer that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue
to have been complied with.


 


The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.


 


Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as
of the date specified in or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 611 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of
its authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or 307, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.


 


Section 304.           Temporary Securities.


 


Pending the preparation of definitive Securities, the Issuer may execute
and deliver to the Trustee and, upon Issuer Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,


 


25

















 


substantially of the tenor of the definitive Securities in lieu of which
they are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Issuer executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.


 


Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Issuer shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Issuer shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series and containing identical terms and provisions; provided, however,
that no definitive Bearer Security, except as provided in or pursuant to this
Indenture, shall be delivered in exchange for a temporary Registered Security;
and provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until
so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


 


Section 305.           Registration, Transfer and
Exchange.


 


With respect to the Registered Securities of each series, if any, the
Issuer shall cause to be kept a register (each such register being herein
sometimes referred to as the “Security Register”) at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Issuer or the Guarantor shall provide for the registration of
the Registered Securities of such series and of transfers of the Registered
Securities of such series. Such Office or Agency shall be the “Security
Registrar” for that series of Securities. Unless otherwise specified in or pursuant
to this Indenture or the Securities, the Trustee shall be the initial Security
Registrar for each series of Securities. The Issuer shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Issuer and shall have accepted such
appointment by the Issuer. In the event that the Trustee shall not be or shall
cease to be Security Registrar with respect to a series of Securities, it shall
have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of
Securities.


 


Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new


 


26

















 


Registered Securities of the same series denominated as authorized in or
pursuant to this Indenture, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.


 


At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.


 


If provided in or pursuant to this Indenture, with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series
may be exchanged for Registered Securities of such series containing identical
terms, denominated as authorized in or pursuant to this Indenture and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Issuer,
the Guarantor (if such Bearer Securities are Guaranteed Securities) and the
Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Issuer, the Guarantor (if such Bearer Securities are Guaranteed Securities)
and the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Bearer Security shall surrender to any Paying Agent any such
missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business
at such Office or Agency on (i) any Regular Record Date and before the
opening of business at such Office or Agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business
at such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but shall
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture. If provided in or pursuant to this Indenture with
respect to Securities of any series, at the option of the Holder, Registered
Securities of such series may be exchanged for Bearer Securities upon such
terms and conditions as may be provided in or pursuant to this Indenture with
respect to such series.


 


27

















 


Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is
not appointed by the Issuer within 90 days of the date the Issuer is so
informed in writing, (ii) the Issuer executes and delivers to the Trustee
an Issuer Order to the effect that such global Security shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to the Securities. If the beneficial owners of interests in a
global Security are entitled to exchange such interests for definitive
Securities as the result of an event described in clause (i), (ii) or (iii) of
the preceding sentence, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the
Issuer shall deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such global Security, executed by the Issuer. On or
after the earliest date on which such interests may be so exchanged, such
global Security shall be surrendered from time to time by the U.S. Depository
or such other Depository as shall be specified in the Issuer Order with respect
thereto, and in accordance with instructions given to the Trustee and the U.S.
Depository or such other Depository, as the case may be (which instructions
shall be in writing but need not be contained in or accompanied by an Officers’
Certificate or be accompanied by an Opinion of Counsel), as shall be specified
in the Issuer Order with respect thereto to the Trustee, as the Issuer’s agent
for such purpose, to be exchanged, in whole or in part, for definitive
Securities as described above without charge. The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof, but subject to the
satisfaction of any certification or other requirements to the issuance of
Bearer Securities; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of Securities
of the same series to be redeemed and ending on the relevant Redemption Date;
and provided, further, that (unless otherwise provided in or pursuant to this
Indenture) no Bearer Security delivered in exchange for a portion of a global
Security shall be mailed or otherwise delivered to any location in the United
States. Promptly following any such exchange in part, such global Security
shall be returned by the Trustee to such Depository or the U.S. Depository, as
the case may be, or such other Depository or U.S. Depository referred to above
in accordance with the instructions of the Issuer referred to above. If a
Registered Security is issued in exchange for any portion of a global Security
after the close of business at the Office or Agency for such Security where
such exchange occurs on or after (i) any Regular Record Date for such
Security and before the opening of business at such Office or Agency on the
next Interest Payment Date, or (ii) any


 


28

















 


Special Record Date for such Security and before the opening of business
at such Office or Agency on the related proposed date for payment of interest
or Defaulted Interest, as the case may be, interest shall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.


 


All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer and the Guarantor,
respectively, evidencing the same debt and entitling the Holders thereof to the
same benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.


 


Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Issuer or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar for such Security 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, or redemption of Securities, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge.


 


Except as otherwise provided in or pursuant to this Indenture, the
Issuer shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business
on the day of such selection, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in
part, except in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except, to the extent provided with respect to such
Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and the same series, provided that such Registered
Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv) to
issue, register the transfer of or exchange any Security which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.


 


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


 


If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to the surrendered Security.


 


29














 


If there be delivered to the Issuer, the Guarantor (if the Security is a
Guaranteed Security) and to the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or Coupon, 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 Issuer,
the Guarantor (if the Security is a Guaranteed Security) or the Trustee that
such Security or Coupon has been acquired by a bona fide purchaser, the Issuer
shall execute and, upon the Issuer’s request the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or
stolen, a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding,
with Coupons corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.


 


Notwithstanding the foregoing provisions of this Section 306, in
case any mutilated, destroyed, lost or stolen Security or Coupon has become or
is about to become due and payable, the Issuer in its discretion may, instead
of issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in Section 1002,
be payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.


 


Upon the issuance of any new Security under this Section, the Issuer 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, with any Coupons appertaining thereto issued
pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Issuer and the
Guarantor (if the Security is a Guaranteed Security), whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon 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 such series and any
Coupons, if any, duly issued hereunder.


 


The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.


 


30

















 


Section 307.           Payment of Interest and Certain
Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.


 


Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.


 


Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Issuer or the Guarantor (if the
Registered Security is a Guaranteed Security), at its election in each case, as
provided in Clause (1) or (2) below:


 


(1)           The Issuer or the Guarantor (if the Registered Security is
a Guaranteed Security) may elect to make payment of any Defaulted Interest to
the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be 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 Issuer or the Guarantor (if the Registered Security is a
Guaranteed Security) shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on such Registered Security and the date
of the proposed payment, and at the same time the Issuer or the Guarantor (if
the Registered Security is a Guaranteed Security), as the case may be, 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 on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the
benefit of the Person 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 Issuer or the Guarantor, as the case may
be, of such Special Record Date and, in the name and at the expense of the
Issuer or the Guarantor, as the case may be, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to the Holder of such Registered Security
(or a Predecessor Security thereof) at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Issuer or
the Guarantor, as


 


31

















 


the case may be, cause a similar notice to be published at least once in
an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall
be registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2). In case a Bearer
Security is surrendered at the Office or Agency for such Security in exchange
for a Registered Security after the close of business at such Office or Agency
on any Special Record Date and before the opening of business at such Office or
Agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Defaulted Interest and Defaulted Interest shall not be payable on such proposed
date of payment in respect of the Registered Security issued in exchange for
such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.


 


(2)           The Issuer or the Guarantor (if the Security is a
Guaranteed Security) may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Security may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Issuer or the Guarantor, as the
case may be, to the Trustee of the proposed payment pursuant to this Clause,
such payment shall be deemed practicable by the Trustee.


 


Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this Indenture,
at the option of the Issuer, interest on Registered Securities that bear
interest may be paid by mailing a check to the address of the Person entitled
thereto as such address shall appear in the Security Register or by transfer to
an account maintained by the payee with a bank located in the United States.


 


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


 


Section 308.           Persons Deemed Owners.


 


Prior to due presentment of a Registered Security for registration of
transfer, the Issuer, the Guarantor (if the Registered Security is a Guaranteed
Security), the Trustee and any agent of the Issuer or the Guarantor (if the
Registered Security is a Guaranteed Security) or the Trustee may treat the
Person in whose name such Registered Security is registered in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Sections 305 and 307)
interest on and any Additional Amounts with respect to such Registered Security
and for all other purposes whatsoever, whether or not any payment with respect
to such Registered Security shall be overdue, and neither the Issuer, nor the
Guarantor, the Trustee or any agent of the Issuer, the Guarantor or the Trustee
shall be affected by notice to the contrary.


 


32

















 


The Issuer, the Guarantor (if the Bearer Security is a Guaranteed
Security), the Trustee and any agent of the Issuer, the Guarantor (if the
Bearer Security is a Guaranteed Security) or the Trustee may treat the bearer
of any Bearer Security or the bearer of any Coupon as the absolute owner of
such Security or Coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not any
payment with respect to such Security or Coupon shall be overdue, and neither
the Issuer, nor the Guarantor, the Trustee or any agent of the Issuer, the
Guarantor or the Trustee shall be affected by notice to the contrary.


 


No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Issuer, the
Trustee, and any agent of the Issuer, the Guarantor (if the global Security is
a Guaranteed Security) or the Trustee as the owner of such global Security for
all purposes whatsoever. None of the Issuer, the Guarantor (if the global
Security is a Guaranteed Security), the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 309.           Cancellation.


 


All Securities and Coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Issuer or the
Guarantor (if the Security is a Guaranteed Security) may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Issuer or the Guarantor (if the Security is a
Guaranteed Security) may have acquired in any manner whatsoever, and all
Securities so delivered shall be cancelled promptly 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 or pursuant
to this Indenture. All cancelled Securities and Coupons held by the Trustee
shall be disposed of by the Trustee in accordance with its procedures in effect
regarding the disposition of cancelled Securities as of the date of such
disposition, unless by an Issuer Order or Guarantor Order the Issuer or the
Guarantor, as the case may be, directs their return to it.


 


Section 310.           Computation of Interest.


 


Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.


 


33

















 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 401.           Satisfaction and Discharge.


 


Upon the direction of the Issuer by an Issuer Order or of the Guarantor
by a Guarantor Order (if the applicable series of Securities is a series of
Guaranteed Securities), this Indenture shall cease to be of further effect with
respect to any series of Securities specified in such Issuer Order or Guarantor
Order and any Coupons appertaining thereto, and the Trustee, on receipt of an
Issuer Order or a Guarantor Order, at the expense of the Issuer and the
Guarantor, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series, when:


 


(1)           either:


 


(a)           all Securities of such series theretofore authenticated
and delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange for
Registered Securities of such series and maturing after such exchange whose
surrender is not required or has been waived as provided in Section 305, (ii) Securities
and Coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing
after the relevant Redemption Date whose surrender has been waived as provided
in Section 1107, and (iv) Securities and Coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(b)           all Securities of such series and, in the case of (i) or
(ii) below, any Coupons appertaining thereto 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)          if redeemable at the option of the Issuer, 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 Issuer and the Guarantor (if the Securities of such series are
Guaranteed Securities), and the Issuer or the Guarantor (if the Securities of
such series are Guaranteed Securities), 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 such purpose, money in the Currency in which such Securities are
payable in an amount sufficient to pay and discharge the entire indebtedness on
such Securities and any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation, including the principal of, any premium and
interest on, and any Additional Amounts with respect to such Securities and any
Coupons appertaining thereto, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as
the case may be;


 


34

















 


(2)           the Issuer or the Guarantor (if the Securities of such series
are Guaranteed Securities) has paid or caused to be paid all other sums payable
hereunder by the Issuer and the Guarantor with respect to the Outstanding
Securities of such series and any Coupons appertaining thereto; and


 


(3)           the Issuer has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel and the Guarantor has delivered to the
Trustee a Guarantor’s Officers’ Certificate (if the Securities of such series
are Guaranteed Securities), each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture as to
such series have been complied with.


 


In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.


 


Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Issuer and the
Guarantor to the Trustee under Section 605 and, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Issuer and the Trustee with respect to the
Securities of such series under Sections 305, 306, 403, 1002 and 1003, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004 (but only to the extent that
the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)),
and with respect to any rights to exchange such Securities into other
securities shall survive.


 


Section 402.           Defeasance and Covenant Defeasance.


 


(1)           Unless pursuant to Section 301, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 402
shall not be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause (3) of
this Section 402 shall not be applicable with respect to the Securities of
such series, then such provisions, together with the other provisions of this Section 402
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Issuer may at its option by Board Resolution,
at any time, with respect to such Securities and any Coupons appertaining
thereto, elect to have Section 402(2) or Section 402(3) be
applied to such Outstanding Securities and any Coupons appertaining thereto
upon compliance with the conditions set forth below in this Section 402.


 


(2)           Upon the Issuer’s exercise of the above option applicable
to this Section 402(2) with respect to any Securities of or within a
series, each of the Issuer and the Guarantor (if such Securities are Guaranteed
Securities) shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any Coupons appertaining thereto and
under the Guarantee in respect thereof (if applicable), respectively, on the
date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, “defeasance”). For this


 


35

















 


purpose, such defeasance means that the Issuer and the Guarantor (if
such Securities are Guaranteed Securities) shall be deemed to have paid and
discharged the entire Indebtedness represented by such Outstanding Securities
and any Coupons appertaining thereto, and under the Guarantee in respect
thereof (if such Securities are Guaranteed Securities), which shall thereafter
be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402
and the other Sections of this Indenture referred to in clauses (i) and (ii) below,
and to have satisfied all of its other obligations under such Securities and
any Coupons appertaining thereto, and under the Guarantee in respect thereof
(if such Securities are Guaranteed Securities), and this Indenture insofar as
such Securities and any Coupons appertaining thereto, and the Guarantee in
respect thereof (if such Securities are Guaranteed Securities), are concerned
(and the Trustee, at the expense of the Issuer and the Guarantor (if such
Securities are Guaranteed Securities), shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Outstanding Securities and any Coupons appertaining thereto to receive,
solely from the trust fund described in clause (4) of this Section 402
and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on, and Additional
Amounts, if any, with respect to, such Securities and any Coupons appertaining
thereto when such payments are due, and any rights of such Holder to convert or
exchange such Securities into Common Stock or other securities, (ii) the
obligations of the Issuer, the Guarantor (if the Securities are Guaranteed
Securities) and the Trustee with respect to such Securities under Sections 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1004 (but only to the
extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(4)(a) below),
and with respect to any rights to exchange such Securities into other
securities, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (iv) this Section 402. The Issuer may exercise
its option under this Section 402(2) notwithstanding the prior
exercise of its option under clause (3) of this Section 402 with
respect to such Securities and any Coupons appertaining thereto.


 


(3)           Upon the Issuer’s exercise of the above option applicable
to this Section 402(3) with respect to any Securities of or within a
series, each of the Issuer and the Guarantor (if the Securities are Guaranteed
Securities) shall be released from its obligations under Sections 1005 to 1011,
inclusive, and to the extent specified pursuant to Section 301, any other
covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto, and the Guarantee in respect
thereof (if the Securities are Guaranteed Securities), on and after the date
the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any
Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any Coupons appertaining thereto, the Issuer
and the Guarantor (if applicable) 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 such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a


 


36

















 


default or an Event of Default under Section 501(4) or 501(9) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and Coupons appertaining thereto and the
Guarantee in respect thereof (if the Securities are Guaranteed Securities)
shall be unaffected thereby.


 


(4)           The following shall be the conditions to application of
clause (2) or (3) of this Section 402 to any Outstanding
Securities of or within a series and any Coupons appertaining thereto and the
Guarantee (if the Securities are Guaranteed Securities) in respect thereof:


 


(a)           The Issuer or the Guarantor shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 607 who shall agree to comply with
the provisions of this Section 402 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 such
Securities and any Coupons appertaining thereto, (1) an amount in Dollars
or in such Foreign Currency in which such Securities and any Coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2) Government
Obligations applicable to such Securities and Coupons appertaining thereto
(determined on the basis of the Currency in which such Securities and Coupons
appertaining thereto are then specified as payable at Stated Maturity) 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 of principal of (and premium, if any) and interest, if any,
on such Securities and any Coupons appertaining thereto, money in an amount, or
(3) a combination thereof, in any case, in an amount, sufficient, without consideration
of any reinvestment of such principal and interest, 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, (y) the principal of (and premium, if any) and interest, if
any, on such Outstanding Securities and any Coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest and (z) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any Coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any Coupons appertaining thereto.


 


(b)           Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Issuer or the Guarantor (if
the Securities are Guaranteed Securities) is a party or by which it is bound.


 


(c)           No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Securities
and any Coupons appertaining thereto shall have occurred and be continuing on
the date of such deposit and, with respect to defeasance only, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


37

















 


(d)           In the case of an election under clause (2) of this Section 402,
the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Issuer or the Guarantor (if the Securities
are Guaranteed Securities) has received from the Internal Revenue Service a
letter ruling, or there has been published by the Internal Revenue Service a
Revenue Ruling, or (ii) 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 such Outstanding Securities and any
Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


 


(e)           In the case of an election under clause (3) of this Section 402,
the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Outstanding Securities and any
Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.


 


(f)            The Issuer or the Guarantor (if the Securities are
Guaranteed Securities) shall have delivered to the Trustee an Officers’
Certificate (if applicable) or a Guarantor’s Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under clause (2) or (3) of this Section 402
(as the case may be) have been complied with.


 


(g)           Notwithstanding any other provisions of this Section 402(4),
such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Issuer or the Guarantor (if the Securities are Guaranteed Securities) in
connection therewith pursuant to Section 301.


 


(5)           Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”) pursuant to clause (4) of Section 402
in respect of any Outstanding Securities of any series and any Coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest and Additional Amounts, if any,
but such money need not be segregated from other funds except to the extent
required by law.


 


Unless otherwise specified in or pursuant to this Indenture or any
Security, if, after a deposit referred to in Section 402(4)(a) has
been made:


 


(a)           the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 301 or the
terms of such Security to receive


 


38

















 


payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has
been made in respect of such Security; or


 


(b)           a Conversion Event occurs in respect of the Foreign
Currency in which the deposit pursuant to Section 402(4)(a) has been
made, the indebtedness represented by such Security and any Coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made
pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or 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 such Outstanding Securities and any
Coupons appertaining thereto.


 


Anything in this Section 402 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon Issuer
Request, or the Guarantor, as the case may be, upon the Guarantor Request, any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4) of this Section 402 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 a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.


 


Section 403.           Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations deposited with the Trustee pursuant to Section 401
or 402 shall be held in trust and applied by it, in accordance with the provisions
of the Securities, the Coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, interest and Additional Amounts for whose payment such
money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.


 


39














 


ARTICLE FIVE



REMEDIES


 


Section 501.                                Events of Default.


 


“Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officers’ Certificate establishing the terms of such
Series pursuant to this Indenture:


 


(1)                                  default in the payment of any interest on or any
Additional Amounts payable in respect of any Security of such series when such
interest becomes or such Additional Amounts become 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 such series when it becomes due and payable at its
Maturity; or


 


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


 


(4)                                  default in the performance, or breach, of any
covenant or warranty of the Issuer or the Guarantor (if the Securities of such
series are Guaranteed Securities) in this Indenture or the Securities (other
than a covenant or warranty a default in the performance or the breach of which
is elsewhere in this Section specifically dealt with or which has been
expressly included in this Indenture solely for the benefit of a series of
Securities other than such series), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or certified
mail, to the Issuer and the Guarantor (if the Securities of such series are
Guaranteed Securities) by the Trustee or to the Issuer, the Guarantor (if the
Securities of such series are Guaranteed Securities) and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
such series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(5)                                  the entry by a court having competent jurisdiction
of:


 


(a)                                  a decree or order for relief in respect of the
Issuer, the Guarantor (if the Securities of such series are Guaranteed
Securities) or any “significant subsidiary” of the Issuer in Article 1,
Section 1-02 of Regulation S-X under the Securities Act of 1933, as
amended (“Significant Subsidiary”) in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


 


(b)                                 a decree or order adjudging the Issuer, the
Guarantor (if the Securities of such series are Guaranteed Securities) or any
Significant Subsidiary to be insolvent, 


 


40

















 


or approving a petition seeking reorganization, arrangement, adjustment
or composition of the Issuer, the Guarantor (if the Securities of such series
are Guaranteed Securities) or any Significant Subsidiary and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or


 


(c)                                  a final and non-appealable order appointing a
custodian, receiver, liquidator, assignee, trustee or other similar official of
the Issuer, the Guarantor (if the Securities of such series are Guaranteed
Securities) or any Significant Subsidiary or of any substantial part of the
property of the Issuer, the Guarantor (if the Securities of such series are
Guaranteed Securities) or any Significant Subsidiary, as the case may be, or
ordering the winding up or liquidation of the affairs of the Issuer, the
Guarantor (if the Securities of such series are Guaranteed Securities) or any
Significant Subsidiary; or


 


(6)                                  the commencement by the Issuer, the Guarantor (if
the Securities of such series are Guaranteed Securities) or any Significant
Subsidiary of a voluntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or of a voluntary proceeding
seeking to be adjudicated insolvent or the consent by the Issuer, the Guarantor
(if the Securities of such series are Guaranteed Securities) or any Significant
Subsidiary to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Issuer, the Guarantor (if the Securities of such series are
Guaranteed Securities) or any Significant Subsidiary of a petition or answer or
consent seeking reorganization or relief under any applicable law, or the consent
by the Issuer, the Guarantor (if the Securities of such series are Guaranteed
Securities) or any Significant Subsidiary to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of the Issuer, the Guarantor (if the
Securities of such series are Guaranteed Securities) or any Significant
Subsidiary or any substantial part of the property of the Issuer, the Guarantor
(if the Securities of such series are Guaranteed Securities) or any Significant
Subsidiary or the making by the Issuer, the Guarantor (if the Securities of
such series are Guaranteed Securities) or any Significant Subsidiary of an
assignment for the benefit of creditors, or the taking of corporate action by
the Issuer, the Guarantor (if the Securities of such series are Guaranteed
Securities) or any Significant Subsidiary in furtherance of any such action; or


 


(7)                                  the Issuer, the Guarantor (if the Securities of
such series are Guaranteed Securities), any Subsidiary in which the Issuer has
invested at least $50,000,000 in capital or any entity in which the Issuer is
the general partner shall fail to pay any principal of, premium or interest on
or any other amount payable in respect of, any recourse Indebtedness that is
outstanding in a principal or notional amount of at least $50,000,000 (or the
equivalent thereof in one or more other currencies), either individually or in
the aggregate (but excluding Indebtedness outstanding hereunder), of the Issuer
and its consolidated Subsidiaries, taken as a whole, when the same becomes due
and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable
grace period, if any, specified in any agreement or instrument relating to such
Indebtedness, or any other event shall occur or condition shall exist under any
agreement or instrument evidencing, securing or otherwise relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or 


 


41

















 


condition is to accelerate, or to permit the acceleration of, the
maturity of such Indebtedness or otherwise to cause, or to permit the holder or
holders thereof ( or a trustee or agent on behalf of such holders) to cause
such Indebtedness to mature prior to its stated maturity; or


 


(8)                                  any other Event of Default provided in or pursuant
to this Indenture with respect to Securities of such series.


 


Section 502.                                Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 501) occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the principal (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) of all the Securities of such series,
or such lesser amount as may be provided for in the Securities of such series,
to be due and payable immediately, by a notice in writing to the Issuer and the
Guarantor (if the Securities are Guaranteed Securities) (and to the Trustee if
given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.


 


If an Event of Default specified in clause (5) or (6) of
Section 501 occurs, all unpaid principal of and accrued interest on the
Outstanding Securities of that series (or such lesser amount as may be provided
for in the Securities of such series) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.


 


At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not
less than a majority in principal amount of the Outstanding Securities of such
series, by written notice to the Issuer, the Guarantor (if the Securities are
Guaranteed Securities) and the Trustee, may rescind and annul such declaration
and its consequences if


 


(1)                                  the Issuer or the Guarantor (if the Securities are
Guaranteed Securities) has paid or deposited with the Trustee a sum of money sufficient
to pay:


 


(a)                                  all overdue installments of any interest on and
Additional Amounts with respect to all Securities of such series and any Coupon
appertaining thereto;


 


(b)                                 the principal of and any premium on any Securities
of such series which have become due otherwise than by such declaration of
acceleration and interest thereon and any Additional Amounts with respect
thereto at the rate or rates borne by or provided for in such Securities;


 


(c)                                  to the extent that payment of such interest or
Additional Amounts is lawful, interest upon overdue installments of any
interest and Additional Amounts at the rate or rates borne by or provided for
in such Securities; and


 


42

















 


(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 all other amounts due the Trustee under
Section 606; and


 


(2)                                  all Events of Default with respect to Securities of
such series, other than the non-payment of the principal of, any premium and
interest on, and any Additional Amounts with respect to Securities of such
series which shall have become due solely by such declaration of acceleration,
shall have been cured or waived as provided in Section 513.


 


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


 


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


 


The Issuer covenants and the Guarantor (if the Securities are Guaranteed
Securities) covenants, in each case, that if:


 


(1)                                  default is made in the payment of any installment
of interest on or any Additional Amounts with respect to any Security or any
Coupon appertaining thereto when such interest or Additional Amounts shall have
become 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 any premium on any Security at its Maturity, the Issuer or the Guarantor (if
the Securities are Guaranteed Securities), as the case may be shall, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities and any Coupons appertaining thereto, the whole amount of money
then due and payable with respect to such Securities and any Coupons
appertaining thereto, with interest upon the overdue principal, any premium
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest and Additional Amounts at the rate or
rates borne by or provided for in such Securities, and, in addition thereto,
such further amount of money 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 and all other
amounts due to the Trustee under Section 606.


 


If the Issuer or the Guarantor (if the Securities are Guaranteed
Securities) fails to pay the money it is required to pay the Trustee pursuant
to the preceding paragraph forthwith upon the demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Issuer or the Guarantor (if the Securities are Guaranteed
Securities) or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Issuer or the Guarantor
(if the Securities are Guaranteed Securities) or any other obligor upon such
Securities and any Coupons appertaining thereto, 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
and any Coupons appertaining thereto by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce 


 


43

















 


any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or such Securities or in aid of the exercise of any
power granted herein or therein, or to enforce any other proper remedy.


 


Section 504.                                Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Issuer, the Guarantor (if the Securities
are Guaranteed Securities) or any other obligor upon the Securities or the
property of the Issuer, the Guarantor (if the Securities are Guaranteed
Securities) or such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Issuer or the Guarantor (if the
Securities are Guaranteed Securities) for the payment of any overdue principal,
premium, interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise:


 


(1)                                  to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of such series, of
the principal and any premium, interest and Additional Amounts owing and unpaid
in respect of the Securities and any Coupons appertaining thereto and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
or counsel) and of the Holders of Securities or any Coupons allowed in such
judicial proceeding; and


 


(2)                                  to collect and receive any monies 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 of Securities or any Coupons 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 of Securities or any Coupons, to pay to the
Trustee any amount due to 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 606.


 


Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security or any Coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or Coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or any Coupon in any such proceeding.


 


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


 


All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such 


 


44

















 


proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery or judgment, after provision for
the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, shall be for the ratable
benefit of each and every Holder of a Security or Coupon in respect of which
such judgment has been recovered.


 


Section 506.                                Application of Money Collected.


 


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


 


First: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 606;


 


Second: To the payment of the amounts then due and unpaid upon the
Securities and any Coupons for principal and any premium, interest and
Additional Amounts 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 aggregate amounts due and payable on such Securities and
Coupons for principal and any premium, interest and Additional Amounts,
respectively;


 


Third: The balance, if any, to the Person or Persons entitled thereto.


 


Section 507.                                Limitations on Suits.


 


No Holder of any Security of any series or any Coupons appertaining
thereto 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
such series;


 


(2)                                  the Holders of not less than 25% in principal
amount of the Outstanding Securities of such 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 against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


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


 


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


 


45

















 


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 or any Security to affect, disturb or prejudice
the rights of any other such Holders or Holders of Securities of any other
series, or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


 


Section 508.                                Unconditional Right of Holders to Receive Principal
and any Premium, Interest and Additional Amounts.


 


Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of, any premium and (subject to Sections
305 and 307) interest on, and any Additional Amounts with respect to such
Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon
(or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


 


Section 509.                                Restoration of Rights and Remedies.


 


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


 


Section 510.                                Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 511.                                Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder of any Security or
Coupon 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 


 


46

















 


right and remedy given by this Article or by law to the Trustee or
to any Holder of a Security or a Coupon may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by such Holder, as the
case may be.


 


Section 512.                                Control by Holders of Securities.


 


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 and any Coupons appertaining thereto, provided that:


 


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


 


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


 


(3)                                  such direction is not unduly prejudicial to the
rights of the other Holders of Securities of such series not joining in such
action.


 


Section 513.                                Waiver of Past Defaults.


 


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


 


(1)                                  in the payment of the principal of, any premium or
interest on, or any Additional Amounts with respect to, any Security of such
series or any Coupons appertaining thereto; or


 


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


 


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


 


Section 514.                                Waiver of Stay or Extension Laws.


 


The Issuer covenants and the Guarantor covenants, in each case, that (to
the extent that it may lawfully do so) it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Issuer and the Guarantor each expressly waives (to the extent that it may
lawfully do so) all benefit or advantage of any such law and covenants that it
will not hinder, 


 


47

















 


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.


 


Section 515.                                Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 515 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into Common Stock or other securities in
accordance with its terms.


 


ARTICLE SIX



THE TRUSTEE


 


Section 601.                                Certain Rights of Trustee.


 


Subject to Sections 315(a) through 315(d) of the Trust
Indenture Act:


 


(1)                                  the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon or other paper or document reasonably 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 Issuer mentioned
herein shall be sufficiently evidenced by an Issuer Request or an Issuer Order
or of the Guarantor mentioned herein shall be sufficiently evidenced by a
Guarantor Request or Guarantor Order (in each case, other than delivery of any
Security, together with any Coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution or by the Guarantor’s
Board of Directors may be sufficiently evidenced by a Guarantor’s Board
Resolution;


 


(3)                                  whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence shall be herein specifically prescribed) may, in the 


 


48

















 


absence of bad faith on its part, rely upon an Officers’ Certificate or,
if such matter pertains to the Guarantor, a Guarantor’s Officers’ Certificate;


 


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


 


(5)                                  the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of Securities of
any series or any Coupons appertaining thereto pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;


 


(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, coupon 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, during
business hours and upon reasonable notice, the books, records and premises of
the Issuer and the Guarantor, personally or by agent or attorney;


 


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


 


(8)                                  subject to the provisions of Section 602
hereof and Sections 315(a) through 315(d) of the Trust Indenture Act,
the Trustee shall not be charged with knowledge of any Event of Default
described in Section 501(4), (5), (6), (7), (8) or (9) hereof
unless a Responsible Officer of the Trustee shall have actual knowledge of such
Event of Default.


 


(9)                                  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 to each agent, custodian and other Person
employed to act hereunder.


 


Section 602.                                Notice of Defaults.


 


Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant
to Section 703(3), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such 


 


49














 


notice is in the best interest of the Holders of Securities and Coupons
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.


 


Section 603.                                Not Responsible for Recitals or Issuance of
Securities.


 


The recitals contained herein and in the Securities, except the
Trustee’s certificate of authentication, and in any Coupons shall be taken as
the statements of the Issuer or the Guarantor (if the Securities are Guaranteed
Securities), as the case may be, 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 or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Issuer are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Issuer of the Securities or the proceeds thereof.


 


Section 604.                                May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Guarantor or the Issuer, in its individual or any other capacity, may become
the owner or pledgee of Securities or Coupons and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the
Issuer or the Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
Person.


 


Section 605.                                Money Held in Trust.


 


Except as provided in Section 403 and Section 1003, money held
by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested. The Trustee shall
be under no liability for interest on any money received by it hereunder except
as otherwise agreed in writing with the Issuer or the Guarantor.


 


Section 606.                                Compensation and Reimbursement.


 


The Issuer and the Guarantor jointly and severally agree:


 


(1)                                  to pay to the Trustee from time to time such
compensation as the Issuer, the Guarantor and the Trustee shall from time to
time agree in writing for all services rendered by the Trustee 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 


 


50

















 


the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to the Trustee’s negligence or bad faith; and


 


(3)                                  to indemnify the Trustee and its agents for, and to
hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their 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 themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder, except to the extent that any such loss, liability or expense was
due to the Trustee’s negligence or bad faith.


 


As security for the performance of the obligations of the Issuer and the
Guarantor under this Section, the Trustee shall have a Lien prior to the
Securities of any series upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of,
and premium or interest on or any Additional Amounts with respect to Securities
or any Coupons appertaining thereto.


 


Any compensation or expense incurred by the Trustee after a default
specified by Section 501 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law.
“Trustee” for purposes of this Section 606 shall include any predecessor
Trustee but the negligence or bad faith of any Trustee shall not affect the
rights of any other Trustee under this Section 606.


 


The provisions of this section shall survive the termination of this
Indenture.


 


Section 607.                                Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, eligible under
Section 310(a)(1) of the Trust Indenture Act to act as trustee under
an indenture qualified under the Trust Indenture Act and that has a combined capital
and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of at least $50,000,000 subject to supervision or
examination by Federal or state authority. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


Section 608.                                Resignation and Removal; Appointment of Successor.


 


(1)                                  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 pursuant
to Section 609.


 


(2)                                  The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Issuer and the Guarantor (if the Securities are Guaranteed Securities). If the
instrument of acceptance by a successor Trustee required by Section 609
shall not have been delivered to the Trustee within 30 days after the giving of
such 


 


51

















 


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


 


(3)                                  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 the Issuer and the Guarantor (if the Securities are Guaranteed
Securities).


 


(4)                                  If at any time:


 


(a)                                  the Trustee shall fail to comply with the
obligations imposed upon it under Section 310(b) of the Trust
Indenture Act with respect to Securities of any series after written request
therefor by the Issuer, the Guarantor (if the Securities are Guaranteed
Securities) or any Holder of a Security of such series who has been a bona fide
Holder of a Security of such series for at least six months; or


 


(b)                                 the Trustee shall cease to be eligible under
Section 607 and shall fail to resign after written request therefor by the
Issuer, the Guarantor (if the Securities are Guaranteed Securities) or any such
Holder; or


 


(c)                                  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,
(i) the Issuer, by or pursuant to a Board Resolution, or the Guarantor (if
the Securities are Guaranteed Securities), by or pursuant to a Guarantor’s
Board Resolution, may remove the Trustee with respect to all Securities or the
Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities of such series
and the appointment of a successor Trustee or Trustees.


 


(5)                                  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 Issuer, by
or pursuant to a Board Resolution, and the Guarantor (if the Securities are
Guaranteed Securities), by or pursuant to a Guarantor’s 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 609. 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 Issuer, the Guarantor (if the Securities are Guaranteed
Securities) 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 609, become the successor Trustee with
respect to the Securities of such 


 


52

















 


series and to that extent supersede the successor Trustee appointed by
the Issuer and the Guarantor (if the Securities are Guaranteed Securities). If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Issuer and the Guarantor (if the Securities are
Guaranteed Securities) or the Holders of Securities and accepted appointment in
the manner required by Section 609, any Holder of a Security who has been
a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(6)                                  The Issuer shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the Securities of
any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Securities of
such series are issued as Bearer Securities, by publishing notice of such event
once in an Authorized Newspaper in each Place of Payment located outside the
United States. 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 609.                                Acceptance of Appointment by Successor.


 


(1)                                  Upon the appointment hereunder of any successor
Trustee with respect to all Securities, such successor Trustee so appointed
shall execute, acknowledge and deliver to the Issuer, the Guarantor and the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties hereunder of the retiring
Trustee; but, on the request of the Issuer, the Guarantor or such successor
Trustee, such retiring Trustee, upon payment of its charges, shall execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and, subject to Section 1003,
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.


 


(2)                                  Upon the appointment hereunder of any successor
Trustee with respect to the Securities of one or more (but not all) series, the
Issuer, the Guarantor (if any of such series of Securities is a series of
Guaranteed Securities), the retiring Trustee and such successor Trustee 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,
such 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 


 


53

















 


supplemental indenture shall constitute such Trustees co-trustees of the
same trust, 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 that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, 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, such retiring Trustee shall have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates other than as hereinafter
expressly set forth, and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Issuer, the Guarantor, if applicable, or such successor Trustee,
such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor
relates and subject to Section 1003 shall duly assign, transfer and
deliver to such successor Trustee, to the extent contemplated by such supplemental
indenture, the 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, subject to its claim, if any, provided for in
Section 606.


 


(3)                                  Upon request of any Person appointed hereunder as a
successor Trustee, the Issuer and the Guarantor shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(1) or (2) of this Section, as the case may be.


 


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


 


Section 610.                                Merger, Conversion, Consolidation or Succession to
Business.


 


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


 


The Trustee may appoint one or more Authenticating Agents acceptable to
the Issuer with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, 


 


54

















 


exchange, registration of transfer, partial redemption or partial
repayment or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating Agent shall be acceptable to the Issuer and the
Guarantor and, except as provided in or pursuant to this Indenture, shall at
all times be a corporation that would be permitted by the Trust Indenture Act
to act as trustee under an indenture qualified under the Trust Indenture Act,
is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at
least $50,000,000. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, the Guarantor and the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent, the Guarantor and the Issuer. 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 Issuer and the Guarantor
and shall (i) mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the
series are issued as Bearer Securities, publish notice of such appointment at
least once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States. 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 Issuer agrees and the Guarantor agrees to pay each Authenticating
Agent from time to time reasonable compensation for its services under this
Section. If the Trustee 


 


55

















 


makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 606.


 


The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.


 


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


 


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


 


	
   

  	
   

  	
  , As Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  Authorized Signatory

  



 


If all of the Securities of any 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
Issuer wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers’ Certificate by the Issuer), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Issuer with respect to such
series of Securities.


 


ARTICLE SEVEN



HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND ISSUER


 


Section 701.                                Issuer and the Guarantor to Furnish Trustee Names
and Addresses of Holders.


 


In accordance with Section 312(a) of the Trust Indenture Act,
the Issuer and the Guarantor (with respect to Securities of each series that
are Guaranteed Securities) shall furnish or cause to be furnished to the
Trustee:


 


(1)                                  semi-annually with respect to Securities of each
series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of the applicable date; and


 


(2)                                  at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Issuer or the Guarantor (with
respect to Securities of each series that are Guaranteed Securities) of any
such request, a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished, provided, however, that so long
as the Trustee is the Security Registrar no such list shall be required to be
furnished.


 


56

















 


Section 702.                                Preservation of Information; Communications to
Holders.


 


The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Issuer, the Guarantor and the Trustee that neither the
Issuer, the Guarantor, the Trustee, any Paying Agent or any Security Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Securities in accordance with
Section 312(c) of the Trust Indenture Act, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.


 


Section 703.                                Reports by Trustee.


 


(1)                                  Within 60 days after September 15 of each year
commencing with the first September 15 following the first issuance of
Securities pursuant to Section 301, if required by
Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such September 15 with respect to any of the
events specified in said Section 313(a) which may have occurred since
the later of the immediately preceding September 15 and the date of this
Indenture.


 


(2)                                  The Trustee shall transmit the reports required by
Section 313(a) of the Trust Indenture Act at the times specified
therein.


 


(3)                                  Reports pursuant to this Section shall be
transmitted in the manner and to the Persons required by Sections
313(c) and 313(d) of the Trust Indenture Act.


 


Section 704.                                Reports by Issuer and Guarantor.


 


The Issuer and the Guarantor, pursuant to Section 314(a) of
the Trust Indenture Act, shall:


 


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


 


(2)                                  file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, 


 


57

















 


documents and reports with respect to compliance by the Issuer or the
Guarantor, as the case may be, with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and


 


(3)                                  transmit within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Issuer or the
Guarantor pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


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


 


ARTICLE EIGHT



CONSOLIDATION, MERGER AND SALES


 


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


 


Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Issuer with or into any other Person
or Persons (whether or not affiliated with the Issuer), or successive
consolidations or mergers in which either the Issuer will be the continuing
entity or the Issuer or its successor or successors shall be a party or
parties, or shall prevent any conveyance, transfer or lease of all or substantially
all of the property of the Issuer, to any other Person (whether or not
affiliated with the Issuer); provided, however, that:


 


(1)                                  in case the Issuer shall consolidate with or merge
into another Person or convey, transfer or lease all or substantially all of
its properties and assets to any Person, the entity formed by such
consolidation or into which the Issuer is merged or the Person which acquires
by conveyance or transfer, or which leases, all or substantially all of the
properties of the Issuer shall be a Person organized and existing under the
laws of the United States of America, any state thereof or the District of
Columbia and shall expressly assume, by an indenture (or indentures, if at such
time there is more than one Trustee) supplemental hereto, executed by the
successor Person and the Guarantor and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
any premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of every obligation in this Indenture and the
Outstanding Securities on the part of the Issuer to be performed or observed;


 


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


 


(3)                                  either the Issuer or the successor Person shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, 


 


58

















 


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.


 


No such consolidation, merger, conveyance, transfer or lease shall be
permitted by this Section unless prior thereto the Guarantor shall have
delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of
Counsel, each stating that the Guarantor’s obligations hereunder shall remain
in full force and effect thereafter.


 


Section 802.                                Successor Person Substituted for Issuer.


 


(1)                                  Upon any consolidation by the Issuer with or merger
of the Issuer into any other Person or any conveyance, transfer or lease of all
or substantially all of the properties and assets of the Issuer to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Issuer 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 Issuer under this Indenture with the
same effect as if such successor Person had been named as the Issuer herein;
and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture, the
Securities and the Coupons.


 


Section 803.                                Guarantor May Consolidate, Etc., Only on
Certain Terms.


 


Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Guarantor with or into any other
Person or Persons (whether or not affiliated with the Guarantor), or successive
consolidations or mergers in which either the Guarantor will be the continuing
entity or the Guarantor or its successor or successors shall be a party or
parties, or shall prevent any conveyance, transfer or lease of all or substantially
all of the property of the Guarantor, to any other Person (whether or not
affiliated with the Guarantor); provided, however, that:


 


(1)                                  in case the Guarantor shall consolidate with or
merge into another Person or convey, transfer or lease all or substantially all
of its properties and assets to any Person, the entity formed by such
consolidation or into which the Guarantor is merged or the Person which
acquires by conveyance or transfer, or which leases, all or substantially all
of the properties and assets of the Guarantor shall be a Person organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia and shall expressly assume, by an indenture (or
indentures, if at such time there is more than one Trustee) supplemental
hereto, executed and delivered by the Issuer and the successor Person to the
Trustee, in form satisfactory to the Trustee, the obligation of the Guarantor
under the Guarantee and the performance of every other covenant of this Indenture
on the part of the Guarantor to be performed or observed;


 


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


 


(3)                                  each of the Guarantor and the successor Person has
delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of
Counsel, each stating that such 


 


59














 


consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


 


Section 804.                                Successor Person Substituted for Guarantor.


 


Upon any consolidation or merger or any conveyance, transfer or lease of
all or substantially all of the properties and assets of the Guarantor to any
Person in accordance with Section 803, the successor Person formed by such
consolidation or into which the Guarantor 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 Guarantor under this Indenture
with the same effect as if such successor Person had been named as the
Guarantor herein, and thereafter, except in the case of a lease to another
Person, the predecessor Person shall be released from all obligations and
covenants under this Indenture.


 


Section 805.                                Assumption by Guarantor.


 


The Guarantor, or a subsidiary thereof that is a Corporation, may
directly 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, any premium and interest on and any Additional Amounts
with respect to all the Guaranteed Securities and the performance of every
covenant of this Indenture on the part of the Issuer to be performed or
observed. Upon any such assumption, the Guarantor or such subsidiary shall
succeed to, and be substituted for and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if the Guarantor or
such subsidiary had been named as the Issuer herein and the Issuer shall be
released from all obligations and covenants with respect to the Guaranteed
Securities. No such assumption shall be permitted unless the Guarantor has
delivered to the Trustee (i) a Guarantor’s Officers’ Certificate and an
Opinion of Counsel, each stating that such assumption and supplemental
indenture comply with this Article, and that all conditions precedent herein
provided for relating to such transaction have been complied with and that, in
the event of assumption by a subsidiary, the Guarantee and all other covenants of
the Guarantor herein remain in full force and effect and (ii) an opinion
of independent counsel that the Holders of Guaranteed Securities or related
Coupons (assuming such Holders are only taxed as residents of the United
States) shall have no materially adverse United States federal tax consequences
as a result of such assumption, and that, if any Securities are then listed on
the New York Stock Exchange, that such Securities shall not be delisted as a
result of such assumption.


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


Section 901.                                Supplemental Indentures without Consent of Holders.


 


Without the consent of any Holders of Securities or Coupons, the Issuer
(when authorized by or pursuant to a Board Resolution), the Guarantor (when
authorized by a Guarantor’s Board Resolution) and the Trustee, at any time and
from time to time, may enter into 


 


60

















 


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
Issuer or the Guarantor, and the assumption by any such successor of the
covenants of the Issuer or the Guarantor, as the case may be, contained herein
and in the Securities; or


 


(2)                                  to add to the covenants of the Issuer or the
Guarantor for the benefit of the Holders of all or any series of Securities (as
shall be specified in such supplemental indenture or indentures) or to
surrender any right or power herein conferred upon the Issuer or the Guarantor;
or


 


(3)                                  to add any additional Events of Default with
respect to all or any series of Securities (as shall be specified in such
supplemental indenture); or


 


(4)                                  to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be exchanged for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons
appertaining thereto in any material respect; or


 


(5)                                  to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth; or


 


(6)                                  to secure the Securities or one or more series of
Securities; or


 


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


 


(8)                                  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 609; or


 


(9)                                  to cure any ambiguity or to correct or supplement
any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Indenture which shall not adversely affect the
interests of the Holders of Securities of any series then Outstanding or any
Coupons appertaining thereto in any material respect; or


 


(10)                            to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Article Four, provided that any such action shall not adversely affect the
interests of 


 


61

















 


any Holder of a Security of such series and any Coupons appertaining
thereto or any other Security or Coupon in any material respect; or


 


(11)                            to effect the assumption by the Guarantor or a
subsidiary thereof pursuant to Section 805; or


 


(12)                            to amend or supplement any provision contained
herein or in any supplemental indenture, provided that no such amendment or
supplement shall materially adversely affect the interests of the Holders of
any Securities then Outstanding.


 


Section 902.                                Supplemental Indentures with Consent of Holders.


 


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


 


(1)                                  change the Stated Maturity of the principal of, or
any premium or installment of interest on or any Additional Amounts with
respect to, any Security, or reduce the principal amount thereof or the rate
(or modify the calculation of such rate) of interest thereon or any Additional
Amounts with respect thereto, or any premium payable upon the redemption
thereof or otherwise, or change the obligation of the Issuer to pay Additional
Amounts pursuant to Section 1004 (except as contemplated by
Section 801(1) and permitted by Section 901(1)); or reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, change the redemption provisions or adversely
affect the right of repayment at the option of any Holder as contemplated by
Article Thirteen, or change the Place of Payment, Currency in which the
principal of, any premium or interest on, or any Additional Amounts with
respect to any Security 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, in the case
of repayment at the option of the Holder, on or after the date for repayment or
in the case of change in control); 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 reduce the requirements of Section 1504 for quorum or
voting; or


 


62

















 


(3)                                  modify or effect in any manner adverse to the
Holders the terms and conditions of the obligations of the Guarantor in respect
of the due and punctual payments of principal of, or any premium or interest on
or any sinking fund requirements or Additional Amounts with respect to,
Guaranteed Securities; or


 


(4)                                  modify any of the provisions of this Section,
Section 513 or Section 1012, 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.


 


A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
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 903.                                Execution of Supplemental Indentures.


 


As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 315 of the Trust Indenture
Act) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Section 904.                                Effect of Supplemental Indentures.


 


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


 


Section 905.                                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 Issuer shall so
determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


63

















 


Section 906.                                Conformity with Trust Indenture Act.


 


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


 


ARTICLE TEN



COVENANTS


 


Section 1001.                          Payment of Principal, any Premium, Interest and
Additional Amounts.


 


The Issuer covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.


 


Section 1002.                          Maintenance of Office or Agency.


 


The Issuer or the Guarantor (if any Guaranteed Securities are
Outstanding) shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuer or the
Guarantor (if any Guaranteed Securities are Outstanding) in respect of the
Securities of such series relating thereto and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Issuer or the
Guarantor (if any Guaranteed Securities are Outstanding) shall maintain,
subject to any laws or regulations applicable thereto, an Office or Agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment; provided, however, that if the
Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Issuer or the Guarantor (if any Guaranteed Securities are
Outstanding) shall maintain a Paying Agent in London, Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of such series are listed on such exchange. The Issuer or the
Guarantor (if any Guaranteed Securities are Outstanding) will give prompt
written notice to the Trustee of the location, and any change in the location,
of such Office or Agency. If at any time the Issuer or the Guarantor shall fail
to maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to 


 


64

















 


this Indenture, and the Issuer and the Guarantor each hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.


 


Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States; provided, however,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Issuer in the
City of New York, New York, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Issuer in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.


 


The Issuer or the Guarantor (if any Guaranteed Securities are
Outstanding) 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 Issuer or the Guarantor of its obligation to maintain
an Office or Agency in each Place of Payment for Securities of any series for
such purposes. The Issuer or the Guarantor (if any Guaranteed Securities are
Outstanding) shall 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. Unless otherwise provided in or pursuant to this Indenture,
the Issuer and the Guarantor (with respect to any Guaranteed Securities) each
hereby designates as the Place of Payment for each series of Securities the
City of New York, New York, and initially appoints the office of The Bank of
New York Mellon as the Office or Agency of the Issuer or the Guarantor (with
respect to any Guaranteed Securities), as the case may be, in the City of New
York, New York for such purpose. The Issuer or the Guarantor, as the case may
be, may subsequently appoint a different Office or Agency in the City of New
York, New York for the Securities of any series.


 


Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign
Currency, or so long as it is required under any other provision of this
Indenture, then the Issuer will maintain with respect to each such series of
Securities, or as so required, at least one exchange rate agent.


 


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


 


If the Issuer shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so 


 


65

















 


becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.


 


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


 


The Issuer shall 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 shall:


 


(1)                                  hold all sums held by it for the payment of the
principal of, any premium or interest on or any Additional Amounts with respect
to Securities of such series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as provided in or pursuant to this Indenture;


 


(2)                                  give the Trustee notice of any default by the
Issuer or the Guarantor (or any other obligor upon the Securities of such
series) in the making of any payment of principal, any premium or interest on
or any Additional Amounts with respect to the Securities of such series; and


 


(3)                                  at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.


 


The Issuer or the Guarantor (with Securities that are Guaranteed
Securities) may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Issuer Order
or Guarantor Order, as the case may be, direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to
be held by the Trustee upon the same terms as those upon which such sums were
held by the Issuer 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 sums.


 


Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
become due and payable shall be paid to the Issuer on Issuer Request (or if
deposited by the Guarantor, paid to the Guarantor on Guarantor Request), or (if
then held by the Issuer) shall be discharged from such trust; and the Holder of
such Security or any Coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Issuer and the Guarantor (if the 


 


66

















 


Securities are Guaranteed Securities) for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer 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 Issuer cause to be
published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Issuer
or the Guarantor, as the case may be.


 


Section 1004.                          Additional Amounts.


 


If any Securities of a series provide for the payment of Additional
Amounts, the Issuer and the Guarantor (if the Securities are Guaranteed
Securities) agree to pay to the Holder of any such Security or any Coupon
appertaining thereto Additional Amounts as provided in or pursuant to this
Indenture or such Securities. 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 any Coupon 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 by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms, and express mention of the payment
of Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.


 


Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, 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 such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers’ Certificate, the Issuer
or the Guarantor, as the case may be, shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, an
Officers’ Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and premium, if any, or interest on
the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of such series. If any such withholding
shall be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or Coupons, and the Issuer and the Guarantor (if the Securities are
Guaranteed Securities) agree to pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Issuer and the
Guarantor each covenant 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 


 


67

















 


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.


 


Section 1005.                          Limitations on Incurrence of Debt.


 


(a)                                  The Issuer will not, and will not permit any
Subsidiary to, incur any Indebtedness, other than Permitted Debt, if,
immediately after giving effect to the incurrence of such additional
Indebtedness, the aggregate principal amount of all outstanding Indebtedness of
the Issuer, and of its Subsidiaries determined at the applicable proportionate
interest of the Issuer in each such Subsidiary, determined in accordance with
GAAP, is greater than 60% of the sum of (i) the Total Assets as of the end
of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K
or Quarterly Report on Form 10-Q, as the case may be, most recently filed
with the Commission prior to the incurrence of such additional Indebtedness or,
if the Issuer is not then subject to the reporting requirements of the Exchange
Act, as of its most recent calendar quarter and (ii) any increase in the
Total Assets since the end of such quarter, including, without limitation, any
increase in Total Assets resulting from the incurrence of such additional
Indebtedness (the Total Assets adjusted by such increase are referred to as the
“Adjusted Total Assets”).


 


(b)                                 In addition to the limitation set forth in
subsection (a) of this Section 1005, the Issuer will not, and will
not permit any Subsidiary to, incur any Indebtedness, other than Permitted
Debt, if, for the period consisting of the four consecutive fiscal quarters
most recently ended prior to the date on which such additional Indebtedness is
to be incurred, the ratio of Consolidated Income Available for Debt Service to
the Annual Service Charge shall have been less than 1.5 to 1, on a pro forma
basis after giving effect to the incurrence of such Indebtedness and to the
application of the proceeds therefrom, and calculated on the assumption that
(i) such Indebtedness and any other Indebtedness incurred by the Issuer or
its Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other
Indebtedness, had occurred at the beginning of such period, (ii) the
repayment or retirement of any other Indebtedness by the Issuer or its
Subsidiaries since the first day of such four-quarter period had been incurred,
repaid or retained at the beginning of such period (except that, in making such
computation, the amount of Indebtedness under any revolving credit facility
shall be computed based upon the average daily balance of such Indebtedness
during such period), (iii) any income earned as a result of any increase
in Adjusted Total Assets since the end of such four-quarter period had been
earned, on an annualized basis, for such period, and (iv) in the case of
an acquisition or disposition by the Issuer or any of its Subsidiaries of any asset
or group of assets since the first day of such four-quarter period, including,
without limitation, by merger, stock purchase or sale, or asset purchase or
sale, such acquisition or disposition or any related repayment of Indebtedness
had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such pro forma calculation of Consolidated Income Available for Debt Service to
the Annual Service Charge.


 


(c)                                  In addition to the limitations set forth in
subsections (a) and (b) of this Section 1005, the Issuer will
not, and will not permit any Subsidiary to, incur any Indebtedness secured by
any Lien of any kind upon any of the property of the Issuer or any of its
Subsidiaries (the “Secured Debt”) if, immediately after giving effect to the
incurrence of such 


 


68

















 


additional Secured Debt, the aggregate principal amount of all
outstanding Secured Debt of the Issuer, and of its Subsidiaries determined at
the applicable proportionate interest of the Issuer in each such Subsidiary, is
greater than 40% of the Adjusted Total Assets.


 


Section 1006.                          Maintenance of Total Unencumbered Assets.


 


The Issuer will maintain Total Unencumbered Assets of not less than 150%
of the aggregate principal amount of all outstanding Unsecured Debt.


 


Section 1007.                          Maintenance of Properties.


 


The Issuer will cause all of its material 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 Issuer 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 Issuer or any
Subsidiary from selling or otherwise disposing for value any of its properties
in the ordinary course of its business.


 


Section 1008.                          Insurance.


 


The Issuer will, and will cause each of its Subsidiaries to, keep all of
its insurable properties insured against loss or damage at least equal to their
then full insurable value with financially sound and reputable insurers of
recognized responsibility.


 


Section 1009.                          Existence.


 


Subject to Article Eight, the Issuer shall do or cause to be done
all things necessary to preserve and keep in full force and effect its
partnership existence and that of each Subsidiary and their respective rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Issuer to preserve any such right or franchise if the
Issuer or any Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of its business or the business of such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.


 


Section 1010.                          Payment of Taxes and Other Claims.


 


The Issuer 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 them or any Subsidiary or upon the
income, profits or property of the Issuer 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 Issuer or any Subsidiary; provided,
however, that the Issuer 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 by appropriate
proceedings.


 


69














 


Section 1011.                          Provision of Financial Information.


 


Whether or not the Issuer is subject to Section 13 or 15(d) of
the Exchange Act and for so long as any Securities are outstanding, the Issuer
will, to the extent permitted under the Exchange Act, file with the Commission
the annual reports, quarterly reports and other documents which the Issuer
would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the “Financial Statements”) if the Issuer were
so subject, such documents to be filed with the Commission on or prior to the
respective dates (the “Required Filing Dates”) by which the Issuer would have
been required so to file such documents if the Issuer were so subject.


 


In addition, if the Issuer is no longer required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, the
Issuer will also in any event (x) within 15 days after each Required
Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders copies
of the annual reports and quarterly reports which the Issuer would have been
required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Issuer were subject to such Sections, and
(ii) file with the Trustee copies of the annual reports, quarterly reports
and other documents which the Issuer would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
Issuer were subject to such Sections and (y) if filing such documents by
the Issuer with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder.


 


Section 1012.                          Waiver of Certain Covenants.


 


The Issuer or the Guarantor, as the case may be, may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1005, 1006, 1007, 1008, 1009, 1010 or 1011 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived 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 Issuer and the Guarantor and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


 


Section 1013.                          Issuer Statement as to Compliance; Notice of
Certain Defaults.


 


(1)                                  The Issuer shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers’ Certificate) signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the General Partner acting in its capacity as the sole
general partner of the Issuer, stating that:


 


(a)                                  a review of the activities of the Issuer during
such year and of its performance under this Indenture has been made under his
or her supervision; and


 


70

















 


(b)                                 to the best of his or her knowledge, based on such
review, (a) the Issuer has complied with all the conditions and covenants
imposed on it under this Indenture throughout such year, or, if there has been
a default in the fulfillment of any such condition or covenant, specifying each
such default known to him or her and the nature and status thereof, and
(b) no event has occurred and is continuing which is, or after notice or
lapse of time or both would become, an Event of Default, or, if such an event
has occurred and is continuing, specifying each such event known to him and the
nature and status thereof.


 


(2)                                  The Issuer shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any Event of Default
or any event which after notice or lapse of time or both would become an Event
of Default pursuant to clause (4) of Section 501.


 


Section 1014.                          Guarantor Statement as to Compliance; Notice of
Certain Defaults.


 


(1)                                  The Guarantor shall deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement (which need not
be contained in or accompanied by an Officers’ Certificate) signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Guarantor, stating that:


 


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


 


(b)                                 to the best of his or her knowledge, based on such
review, (a) the Guarantor has complied with conditions and covenants
imposed on it under this Indenture throughout such year, or, if there has been
a default in the fulfillment of any such condition or covenant, specifying each
such default known to him or her and the nature and status thereof, and
(b) no event has occurred and is continuing which constitutes, or which
after notice or lapse of time or both would become, an Event of Default, or, if
such an event has occurred and is continuing, specifying each such event known
to him and the nature and status thereof.


 


(2)                                  The Guarantor shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any event which after
notice or lapse of time or both would become an Event of Default pursuant to
clause (4) of Section 501.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


Section 1101.                          Applicability of Article.


 


Redemption of Securities of any series at the option of the Issuer as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.


 


Section 1102.                          Election to Redeem; Notice to Trustee.


 


The election of the Issuer to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Issuer of (a) less 


 


71

















 


than all of the Securities of any series or (b) all of the
Securities of any series, with the same issue date, interest rate or formula,
Stated Maturity and other terms, the Issuer shall, at least 60 days prior to
the Redemption Date fixed by the Issuer (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.


 


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


 


If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms 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 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 of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security
of such series established herein or pursuant hereto.


 


The Trustee shall promptly notify the Issuer and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.


 


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 of such Securities which has been or is to be
redeemed.


 


Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the exchange right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption. Securities which have been
converted or exchanged during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.


 


Section 1104.                          Notice of Redemption.


 


Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified in the Securities to be
redeemed, to the Holders of Securities to be redeemed. Failure to give notice
by mailing in the manner herein provided to the Holder of any Registered
Securities designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other Securities or portion thereof.


 


Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.


 


72

















 


All notices of redemption shall state:


 


(1)                                  the Redemption Date;


 


(2)                                  the Redemption Price;


 


(3)                                  if less than all Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or Securities to
be redeemed;


 


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


 


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


 


(6)                                  the place or places where such Securities, together
(in the case of Bearer Securities) with all Coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price and any accrued interest and Additional Amounts pertaining
thereto;


 


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


 


(8)                                  that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the date fixed for redemption
or the amount of any such missing Coupon or Coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Issuer, the
Trustee and any Paying Agent is furnished;


 


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


 


(10)                            in the case of Securities of any series that are
exchangeable into Common Stock or other securities, the exchange price or rate,
the date or dates on which the right to exchange the principal of the
Securities of such series to be redeemed will commence or terminate and the
place or places where such Securities may be surrendered for exchange; and


 


(11)                            the CUSIP number or the Euroclear or the Cedel
reference numbers of such Securities, if any (or any other numbers used by a
Depository to identify such Securities).


 


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


 


73

















 


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


 


Section 1105.                          Deposit of Redemption Price.


 


On or prior to any Redemption Date, the Issuer shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Issuer
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 301
or in the Securities of such series) any accrued interest on and Additional
Amounts with respect thereto, all such Securities or portions thereof which are
to be redeemed on that date.


 


Section 1106.                          Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Issuer at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in
Section 1002), and provided, further, that, except as otherwise specified
in or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the Regular Record Dates therefor according to their terms
and the provisions of Section 307.


 


If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Issuer and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that any interest or Additional Amounts represented by
Coupons shall be payable only upon presentation and surrender of those Coupons 


 


74

















 


at an Office or Agency for such Security located outside of the United
States except as otherwise provided in Section 1002.


 


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


 


Section 1107.                          Securities Redeemed in Part.


 


Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Issuer or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and the Issuer
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities
of the same series, containing identical terms and provisions, 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. If a Security in global form is so surrendered,
the Issuer shall execute, and the Trustee shall authenticate and deliver to the
U.S. Depository or other Depository for such Security in global form as shall
be specified in the Issuer Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.


 


ARTICLE TWELVE



SINKING FUNDS


 


Section 1201.                          Applicability of Article.


 


The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise
permitted or required in or pursuant to this Indenture or any Security of such
series issued pursuant to this Indenture.


 


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


 


Section 1202.                          Satisfaction of Sinking Fund Payments with
Securities.


 


The Issuer may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called 


 


75














 


for redemption or any of such Securities in respect of which cash shall
have been released to the Issuer), together in the case of any Bearer
Securities of such series with all unmatured Coupons appertaining thereto, and
(2) apply as a credit Securities of such series which have been redeemed
either at the election of the Issuer pursuant to the terms of such series of
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, provided that such series of
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities of any series in lieu of
cash payments pursuant to this Section 1202, the principal amount of
Securities of such series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of
such series for redemption, except upon Issuer Request, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall at the request of the Issuer from time to time pay over and
deliver to the Issuer any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Issuer to the Trustee of Securities of that
series purchased by the Issuer having an unpaid principal amount equal to the
cash payment requested to be released to the Issuer.


 


Section 1203.                          Redemption of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Issuer shall deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount,
if any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Issuer shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Issuer in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


 


ARTICLE THIRTEEN



REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301.                          Applicability of Article.


 


Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 


 


76

















 


309, shall not operate as a payment, redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the Issuer, at its
option, shall deliver or surrender the same to the Trustee with a directive
that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 1301, in connection with any repayment of Securities,
the Issuer may arrange for the purchase of any Securities by an agreement with
one or more investment bankers or other purchasers to purchase such Securities
by paying to the Holders of such Securities on or before the close of business
on the repayment date an amount not less than the repayment price payable by
the Issuer on repayment of such Securities, and the obligation of the Issuer to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.


 


ARTICLE FOURTEEN



SECURITIES IN FOREIGN CURRENCIES


 


Section 1401.                          Applicability of Article.


 


Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in which
not all of such Securities are denominated in the same Currency, or
(ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or
pursuant to this Indenture or the Securities, any amount in respect of any
Security denominated in a Currency other than Dollars shall be treated for any
such action or distribution as that amount of Dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date
with respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action, determination
of rights or distribution) as the Issuer or the Guarantor may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.


 


ARTICLE FIFTEEN



MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501.                          Purposes for Which Meetings May Be Called.


 


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


 


Section 1502.                          Call, Notice and Place of Meetings.


 


(1)                                  The Trustee may at any time call a meeting of
Holders of Securities of any series for any purpose specified in
Section 1501, to be held at such time and at such place in the City of New
York, New York, or, if Securities of such series have been issued in whole or
in part as Bearer Securities, in London or in such place outside the United
States as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time 


 


77

















 


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


 


(2)                                  In case at any time the Issuer (by or pursuant to a
Board Resolution), the Guarantor (if the Securities are Guaranteed Securities),
by or pursuant to a Guarantor’s 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 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first
publication of the notice of such meeting within 21 days after receipt of such
request (whichever shall be required pursuant to Section 106) or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Issuer, the Guarantor, if applicable, or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the
time and the place in the City of New York, New York, or, if Securities of such
series are to be issued as Bearer Securities, in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
clause (1) of this Section.


 


Section 1503.                          Persons Entitled to Vote at Meetings.


 


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


 


Section 1504.                          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 the meeting with respect to a consent or waiver which may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons holding or
representing the specified percentage in principal amount of the Outstanding
Securities of the series will constitute a quorum. In the absence of a quorum
within 30 minutes after 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 1502(1), 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 


 


78

















 


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 Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other Act which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of such 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 Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.


 


Section 1505.                          Determination of Voting Rights; Conduct and
Adjournment of Meetings.


 


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


 


(2)                                  The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Issuer or by Holders of Securities as provided in
Section 1502(2), in which case the Issuer, the Guarantor or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


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


 


79

















 


represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.


 


(4)                                  Any meeting of Holders of Securities of any series
duly called pursuant to Section 1502 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 1506.                          Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, 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 1502 and, if
applicable, Section 1504. 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 Issuer and the Guarantor, 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.


 


ARTICLE SIXTEEN



GUARANTEE


 


Section 1601.                          Guarantee.


 


The Guarantee set forth in this Article Sixteen shall only be in
effect with respect to Securities of a series to the extent such Guarantee is
made applicable to such series in accordance with Section 301. The
Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed
Security authenticated and delivered by the Trustee the due and punctual
payment of the principal of, any premium and interest on, and any Additional
Amounts with respect to such Guaranteed Security, whether at maturity, by
acceleration, redemption, repayment or otherwise, in accordance with the terms
of such Security and of this Indenture. In case of the failure of the Issuer
punctually to pay any such principal, premium, interest or Additional Amounts,
the Guarantor hereby agrees to cause any such payment to be made punctually
when and as the same shall become due and payable, whether at maturity, upon 


 


80

















 


acceleration, redemption, repayment or otherwise, and as if such payment
were made by the Issuer.


 


The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Guaranteed Security or this Indenture,
any failure to enforce the provisions of any Guaranteed Security or this
Indenture, or any waiver, modification, consent or indulgence granted with
respect thereto by the Holder of such Guaranteed Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to any such Guaranteed
Security or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any Additional Amounts
required with respect to, the Guaranteed Securities and the complete
performance of all other obligations contained in the Guaranteed Securities.


 


This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment on any Guaranteed Security, in whole or in
part, is rescinded or must otherwise be restored to the Issuer or the Guarantor
upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise.


 


The Guarantor shall be subrogated to all rights of the Holder of any
Guaranteed Security against the Issuer in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of, any premium and interest on, and any Additional Amounts required
with respect to, all Guaranteed Securities shall have been paid in full.


 


* * * * *


 


This Indenture 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.


 


81

















 


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


 


	
   

  	
   

  	
  RECKSON
  OPERATING PARTNERSHIP, L.P.,

  as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wyoming Acquisitions GP LLC,

  as Sole General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SL GREEN
  REALTY CORP.,

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE BANK OF
  NEW YORK MELLON

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


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 the
                                            
of Wyoming Acquisitions GP LLC, acting in its capacity as the sole general
partner of Reckson Operating Partnership, L.P., a Delaware limited partnership,
one of the persons described in and who executed the foregoing instrument; and
that he signed his name thereto by authority of the general partner of said
Operating Partnership.


 


Notary Public


 


[NOTARIAL SEAL]


 


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 the
                                        
of SL Green Realty Corp., a Maryland corporation, one of the persons described
in and who executed the foregoing instrument; and that he signed his name
thereto by like authority.


 


Notary Public


 


[NOTARIAL SEAL]


 


83