ex4-4.htm



    


    Exhibit 4.4

    


    


    


    
      


    

    


    


    


    HORIZON FINANCIAL
CORP.

    


    TO

    


    WILMINGTON TRUST
COMPANY

    


    as
Trustee

    


    


    
      


    

    


    


    


    INDENTURE

    


    Dated as of
            , 20___

    


    SUBORDINATED DEBT
SECURITIES

    


    


    
      


    

    



    
      
         


      

      
         


         


      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	 
      	
              Page

            
	
              ARTICLE ONE  DEFINITIONS AND OTHER
      PROVISIONS OF GENERAL APPLICATION

            	
              1

            
	 
      	 
      	 
      
	 
      	
              SECTION
      101.  Definitions

            	
              1

            
	 
      	
              SECTION
      102.  Compliance Certificates and Opinions

            	
              8

            
	 
      	
              SECTION
      103.  Form of Documents Delivered to Trustee

            	
              9

            
	 
      	
              SECTION
      104.  Acts of Holders

            	
              9

            
	 
      	
              SECTION
      105.  Notices, etc.

            	
              10

            
	 
      	
              SECTION
      106.  Notice to Holders; Waiver

            	
              10

            
	 
      	
              SECTION
      107.  Effect of Headings and Table of Contents

            	
              11

            
	 
      	
              SECTION
      108.  Successors and Assigns

            	
              11

            
	 
      	
              SECTION
      109.  Separability Clause

            	
              11

            
	 
      	
              SECTION
      110.  Benefits of Indenture

            	
              11

            
	 
      	
              SECTION
      111.  No Personal Liability

            	
              12

            
	 
      	
              SECTION
      112.  Governing Law

            	
              12

            
	 
      	
              SECTION
      113.  Legal Holidays

            	
              12

            
	 
      	 
      	 
      
	
              ARTICLE TWO  SECURITIES
      FORMS

            	
              12

            
	 
      	 
      	 
      
	 
      	
              SECTION
      201.  Forms of Securities

            	
              12

            
	 
      	
              SECTION
      202.  Form of Trustee’s Certificate of
      Authentication

            	
              13

            
	 
      	
              SECTION
      203.  Securities Issuable in Global Form

            	
              13

            
	 
      	 
      	 
      
	
              ARTICLE THREE  THE
      SECURITIES

            	
              14

            
	 
      	 
      	 
      
	 
      	
              SECTION
      301.  Amount Unlimited; Issuable in Series

            	
              14

            
	 
      	
              SECTION
      302.  Denominations

            	
              16

            
	 
      	
              SECTION
      303.  Execution, Authentication, Delivery and
    Dating

            	
              16

            
	 
      	
              SECTION
      304.  Temporary Securities

            	
              18

            
	 
      	
              SECTION
      305.  Registration, Registration of Transfer and
      Exchange

            	
              20

            
	 
      	
              SECTION
      306.  Mutilated, Destroyed, Lost and Stolen
      Securities

            	
              22

            
	 
      	
              SECTION
      307.  Payment of Interest; Interest Rights
    Preserved

            	
              23

            
	 
      	
              SECTION
      308.  Persons Deemed Owners

            	
              24

            
	 
      	
              SECTION
      309.  Cancellation

            	
              25

            
	 
      	
              SECTION
      310.  Computation of Interest

            	
              25

            
	 
      	 
      	 
      
	
              ARTICLE FOUR  SATISFACTION AND
      DISCHARGE

            	
              25

            
	 
      	 
      	 
      
	 
      	
              SECTION
      401.  Satisfaction and Discharge of Indenture

            	
              25

            
	 
      	
              SECTION
      402.  Application of Trust Funds

            	
              26

            
	 
      	 
      	 
      
	
              ARTICLE
      FIVE  REMEDIES

            	
              27

            
	 
      	 
      	 
      
	 
      	
              SECTION
      501.  Events of Default

            	
              27

            
	 
      	
              SECTION
      502.  Acceleration of Maturity; Rescission and
      Annulment

            	
              28

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

            	
              28

            
	 
      	
              SECTION
      504.  Trustee May File Proofs of Claim

            	
              29

            
	 
      	
              SECTION
      505.  Trustee May Enforce Claims Without Possession of
      Securities

            	 
      
	 
      	
              or
      Coupons

            	
              29

            
	 
      	
              SECTION
      506.  Application of Money Collected

            	
              30

            
	 
      	
              SECTION
      507.  Limitation on Suits

            	
              30

            


    

     

     

    
      
         

      

      
        i

        
        

      

      
         

      

    

     

     

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

            	 
      
	 
      	
              or
      Make-Whole Amount, if any, Interest and Additional Amounts

            	
              31

            
	 
      	
              SECTION
      509.  Restoration of Rights and Remedies

            	
              31

            
	 
      	
              SECTION
      510.  Rights and Remedies Cumulative

            	
              31

            
	 
      	
              SECTION
      511.  Delay or Omission Not Waiver

            	
              31

            
	 
      	
              SECTION
      512.  Control by Holders of Securities

            	
              31

            
	 
      	
              SECTION
      513.  Waiver of Past Defaults

            	
              32

            
	 
      	
              SECTION
      514.  Waiver of Stay or Extension Laws

            	
              32

            
	 
      	
              SECTION
      515.  Undertaking for Costs

            	
              32

            
	 
      	 
      	 
      
	
              ARTICLE SIX  THE
      TRUSTEE

            	
              32

            
	 
      	 
      	 
      
	 
      	
              SECTION
      601.  Notice of Defaults

            	
              32

            
	 
      	
              SECTION
      602.  Certain Rights of Trustee

            	
              33

            
	 
      	
              SECTION
      603.  Not Responsible for Recitals or Issuance of
      Securities

            	
              34

            
	 
      	
              SECTION
      604.  May Hold Securities

            	
              34

            
	 
      	
              SECTION
      605.  Money Held in Trust

            	
              34

            
	 
      	
              SECTION
      606.  Compensation and Reimbursement

            	
              34

            
	 
      	
              SECTION
      607.  Corporate Trustee Required; Eligibility

            	
              35

            
	 
      	
              SECTION
      608.  Resignation and Removal; Appointment of
      Successor

            	
              35

            
	 
      	
              SECTION
      609.  Acceptance of Appointment By Successor

            	
              36

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

            	
              37

            
	 
      	
              SECTION
      611.  Appointment of Authenticating Agent

            	
              37

            
	 
      	
              SECTION
      612.  Certain Duties and Responsibilities

            	
              38

            
	 
      	
              SECTION
      613.  Conflicting Interests

            	
              38

            
	 
      	 
      	 
      
	
              ARTICLE SEVEN  HOLDERS’ LISTS AND
      REPORTS BY TRUSTEE AND COMPANY

            	
              39

            
	 
      	 
      	 
      
	 
      	
              SECTION
      701.  Disclosure of Names and Addresses of
    Holders

            	
              39

            
	 
      	
              SECTION
      702.  Reports by Trustee

            	
              39

            
	 
      	
              SECTION
      703.  Reports by Company

            	
              39

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

            	
              39

            
	 
      	 
      	 
      
	
              ARTICLE EIGHT  CONSOLIDATION, MERGER,
      SALE, LEASE OR CONVEYANCE

            	
              40

            
	 
      	 
      	 
      
	 
      	
              SECTION
      801.  Consolidations and Mergers of Company and Sales, Leases
      and

            	 
      
	 
      	
              Conveyances
      Permitted Subject to Certain Conditions

            	
              40

            
	 
      	
              SECTION
      802.  Rights and Duties of Successor Corporation

            	
              40

            
	 
      	
              SECTION
      803.  Officers’ Certificate and Opinion of
    Counsel

            	
              40

            
	 
      	 
      	 
      
	
              ARTICLE NINE  SUPPLEMENTAL
      INDENTURES

            	
              41

            
	 
      	 
      	 
      
	 
      	
              SECTION
      901.  Supplemental Indentures Without Consent of
      Holders

            	
              41

            
	 
      	
              SECTION
      902.  Supplemental Indentures with Consent of
      Holders

            	
              42

            
	 
      	
              SECTION
      903.  Execution of Supplemental Indentures

            	
              43

            
	 
      	
              SECTION
      904.  Effect of Supplemental Indentures

            	
              43

            
	 
      	
              SECTION
      905.  Conformity with Trust Indenture Act

            	
              43

            
	 
      	
              SECTION
      906.  Reference in Securities to Supplemental
      Indentures

            	
              43

            
	 
      	
              SECTION
      907.  Notice of Supplemental Indentures

            	
              43

            
	 
      	
              SECTION
      908.  Subordination Unimpaired.

            	
              43

            
	 
      	 
      	 
      
	
              ARTICLE
      TEN  COVENANTS

            	
              43

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1001.  Payment of Principal, Premium or Make-Whole Amount, if
      any, Interest

            	 
      
	 
      	
              and
      Additional Amounts

            	
              44

            
	 
      	
              SECTION
      1002.  Maintenance of Office or Agency

            	
              44

            


    

     

     

    
      
         

      

      
        ii

        
        

      

      
         

      

    

     

     

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

            	
              45

            
	 
      	
              SECTION
      1004.  [Reserved]

            	
              46

            
	 
      	
              SECTION
      1005.  Existence

            	
              46

            
	 
      	
              SECTION
      1006.  Maintenance of Properties

            	
              46

            
	 
      	
              SECTION
      1007.  Insurance

            	
              46

            
	 
      	
              SECTION
      1008.  Payment of Taxes and Other Claims

            	
              46

            
	 
      	
              SECTION
      1009.  Provision of Financial Information

            	
              47

            
	 
      	
              SECTION
      1010.  Statement as to Compliance

            	
              47

            
	 
      	
              SECTION
      1011.  Additional Amounts

            	
              47

            
	 
      	
              SECTION
      1012.  Waiver of Certain Covenants

            	
              48

            
	 
      	 
      	 
      
	
              ARTICLE ELEVEN  REDEMPTION OF
      SECURITIES

            	
              48

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1101.  Applicability of Article

            	
              48

            
	 
      	
              SECTION
      1102.  Election to Redeem; Notice to Trustee

            	
              48

            
	 
      	
              SECTION
      1103.  Selection by Trustee of Securities to Be
      Redeemed

            	
              48

            
	 
      	
              SECTION
      1104.  Notice of Redemption

            	
              49

            
	 
      	
              SECTION
      1105.  Deposit of Redemption Price

            	
              50

            
	 
      	
              SECTION
      1106.  Securities Payable on Redemption Date

            	
              50

            
	 
      	
              SECTION
      1107.  Securities Redeemed in Part

            	
              51

            
	 
      	 
      	 
      
	
              ARTICLE TWELVE  SINKING
      FUNDS

            	
              51

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1201.  Applicability of Article

            	
              51

            
	 
      	
              SECTION
      1202.  Satisfaction of Sinking Fund Payments with
      Securities

            	
              51

            
	 
      	
              SECTION
      1203.  Redemption of Securities for Sinking Fund

            	
              52

            
	 
      	 
      	 
      
	
              ARTICLE
      THIRTEEN  [RESERVED]

            	
              52

            
	 
      	 
      	 
      
	
              ARTICLE FOURTEEN  DEFEASANCE AND
      COVENANT DEFEASANCE

            	
              52

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1401.  Applicability of Article; Company’s Option to Effect
      Defeasance

            	 
      
	 
      	
              or
      Covenant Defeasance

            	
              52

            
	 
      	
              SECTION
      1402.  Defeasance and Discharge

            	
              52

            
	 
      	
              SECTION
      1403.  Covenant Defeasance

            	
              53

            
	 
      	
              SECTION
      1404.  Conditions to Defeasance or Covenant
      Defeasance

            	
              53

            
	 
      	
              SECTION
      1405.  Deposited Money and Government Obligations to Be Held in
      Trust;

            	 
      
	 
      	
              Other
      Miscellaneous Provisions

            	
              54

            
	 
      	 
      	 
      
	
              ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF
      SECURITIES

            	
              55

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1501.  Purposes for Which Meetings May Be Called

            	
              55

            
	 
      	
              SECTION
      1502.  Call, Notice and Place of Meetings

            	
              55

            
	 
      	
              SECTION
      1503.  Persons Entitled to Vote at Meetings

            	
              55

            
	 
      	
              SECTION
      1504.  Quorum; Action

            	
              56

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

            	
              56

            
	 
      	
              SECTION
      1506.  Counting Votes and Recording Action of
      Meetings

            	
              57

            
	 
      	
              SECTION
      1507.  Evidence of Action Taken by Holders

            	
              57

            
	 
      	
              SECTION
      1508.  Proof of Execution of Instruments

            	
              58

            
	 
      	 
      	 
      
	
              ARTICLE
      SIXTEEN  [RESERVED]

            	
              58

            
	 
      	 
      	 
      
	
              ARTICLE SEVENTEEN  SUBORDINATION

            	
              58

            
	 
      	 
      	 
      
	 
      	
              SECTION
      1701.  Agreement to Subordinate

            	
              58

            
	 
      	
              SECTION
      1702.  Liquidation; Dissolution; Bankruptcy

            	
              58

            


    

     

     

    
      
         

      

      
        iii

        
        

      

      
         

      

    

     

     

    
      	 
      	
              SECTION
      1703.  Default on Senior Debt

            	
              58

            
	 
      	
              SECTION
      1704.  Acceleration of Securities

            	
              59

            
	 
      	
              SECTION
      1705.  When Distribution Must Be Paid Over

            	
              59

            
	 
      	
              SECTION
      1706.  Notice by Company

            	
              59

            
	 
      	
              SECTION
      1707.  Subrogation

            	
              59

            
	 
      	
              SECTION
      1708.  Relative Rights

            	
              59

            
	 
      	
              SECTION
      1709.  Subordination May Not Be Impaired By
    Company

            	
              59

            
	 
      	
              SECTION
      1710.  Distribution or Notice to Representative

            	
              59

            
	 
      	
              SECTION
      1711.  Rights of Trustee and Paying Agent

            	
              60

            


    

    


    


    



    
      
         


      

      
        iv

         


      

      
         


      

    


    


    HORIZON  FINANCIAL
CORP

    


    Reconciliation and tie between Trust
Indenture Act of 1939, as amended (the “TIA”), and Indenture, dated as
of
                    , 200__:

    


    
      	
              Trust Indenture Act
      Section

            	 
      	
              Indenture Section

            
	
              Section 310(a)(1)

            	 
      	
              607

            
	
              (a)(2)

            	 
      	
              607

            
	
              (b)

            	 
      	
              608

            
	
              Section 312(c)

            	 
      	
              701

            
	
              Section 314(a)

            	 
      	
              703

            
	
              (a)(4)

            	 
      	
              1010

            
	
              (c)(1)

            	 
      	
              102

            
	
              (c)(2)

            	 
      	
              102

            
	
              (e)

            	 
      	
              102

            
	
              Section 315(b)

            	 
      	
              601

            
	
              Section 316(a)(last
      sentence)

            	 
      	
              101
      (“Outstanding”)

            
	
              (a)(1)(A)

            	 
      	
              502, 512

            
	
              (a)(1)(B)

            	 
      	
              513

            
	
              (b)

            	 
      	
              508

            
	
              Section 317(a)(1)

            	 
      	
              503

            
	
              (a)(2)

            	 
      	
              504

            
	
              Section 318(a)

            	 
      	
              112

            
	
              (c)

            	 
      	
              112

            


    

    


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

    


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

     


    
      
         


      

      
        v

         


      

      
         


      

    


    INDENTURE

    


    INDENTURE,
dated as of
                        ,
200__, between HORIZON  FINANCIAL CORP., a Washington corporation (the
“Company”), having its principal office at 1500 Cornwall Avenue, Bellingham,
Washington98225 and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 1100
North Market Street, Wilmington, Delaware 19890-1605.

     

    RECITALS OF THE
COMPANY

    


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

     

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

     

    NOW, THEREFORE, THIS INDENTURE
WITNESSETH:

     

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

     

    ARTICLE
ONE

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    SECTION
101.  Definitions.

     

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

     

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

    


    (2)           all other terms used herein that are
defined in the TIA, either directly or by reference therein, have the meanings
assigned to them therein, and the terms “cash transaction” and “self-liquidating
paper,” as used in TIA Section 311, shall have the meanings assigned to
them in the rules of the Commission adopted under the TIA;

    


    (3)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with accounting
principles generally accepted in the United States; and

    


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

    


    Certain
terms, used principally in Article Three, Article Five, Article Six and Article
Ten, are defined in those Articles. In addition, the following terms shall have
the indicated respective meanings:

     

    “Act” has
the meaning specified in Section 104.

     

    “Additional
Amounts” means any additional amounts that are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and that 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 meanings correlative to the foregoing.

     

    “Authenticating Agent” means any
authenticating agent appointed by the Trustee pursuant to
Section 611.

     

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

     

    “Bankruptcy Law” has the meaning
specified in Section 501.

     

    “Bearer Security” means a Security that
is payable to bearer.

     

    “Board of Directors” means either
(i) the Board of Directors of the Company, the executive committee or any
other committee or director of that board duly authorized to act for it in
respect hereof, or (ii) one or more duly authorized officers of the Company
to whom the Board of Directors of the Company or a committee thereof has
delegated the authority to act with respect to the matters contemplated by this
Indenture.

     

    “Board Resolution” means (i) a copy
of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors or a committee
thereof, and to be in full force and effect on the date of such certification,
and delivered to the Trustee or (ii) a certificate signed by the authorized
officer or officers of the Company to whom the Board of Directors of the Company
or a committee thereof has delegated its authority (as described in the
definition of Board of Directors), and in each case, delivered to the
Trustee.

     

    “Business Day,” when used with respect
to any Place of Payment or any other particular location referred to in this
Indenture or in the Securities, means, unless otherwise specified with respect
to any Securities pursuant to Section 301, any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions in that Place of Payment or particular location are authorized or
required by law, regulation or executive order to close.

     

    “Clearstream” means Clearstream Banking,
societe anonyme Luxembourg.

     

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

     

    “Common Depository” has the meaning
specified in Section 304(b).

     

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

     

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

     

    “Conversion Event” means the cessation
of use of (i) a Foreign Currency (other than as otherwise provided with
respect to a Security pursuant to Section 301) as provided by the
government of the country that issued such 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 ECU, both within the European
Monetary System and for the settlement

     


    
      
         


      

      
        2

         


      

      
         


      

    


    of transactions by public in situations
of or within the European Community, or (iii) any currency unit (or
composite currency) for the purposes for which it was
established.

     

    “Corporate Trust Office” means the
office of the Trustee at which, at any particular time, its corporate trust
business in New York shall be principally administered, which office at the date
hereof is located at 1100 North Market Street, Wilmington, Delaware
19890-1605.

     

    “Corporation” includes corporations,
associations, companies and business trusts.

     

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

     

    “Custodian” has the meaning set forth in
Section 501.

     

    “Debt” means the principal, premium, if
any, unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursement and indemnification obligations, and all other
amounts payable under or in respect of the following indebtedness of the Company
for money borrowed, whether any such indebtedness exists as of the date of the
Indenture or is created, incurred, assumed or guaranteed after such
date:

     

    (i)           any debt (a) for money borrowed,
(b) evidenced by a bond, note, debenture, or similar instrument (including
purchase money obligations) given in connection with the acquisition of any
business, property or assets, whether by purchase, merger, consolidation or
otherwise, but shall not include any account payable or other obligation created
or assumed in the ordinary course of business in connection with the obtaining
of materials or services, or (c) that is a direct or indirect obligation
that arises as a result of banker’s acceptances or bank letters of credit issued
to secure obligations of the Company, or to secure the payment of revenue bonds
issued for the benefit of the Company, whether contingent or
otherwise;

     

    (ii)           any debt of others described in the
preceding clause (i) that the Company has guaranteed or for which it is
otherwise liable;

     

    (iii)           the obligation of the Company, as lessee
under any lease of property that is reflected on the Company’s balance sheet as
a capitalized lease; and

     

    (iv)           any deferral, amendment, renewal,
extension, supplement or refunding of any liability of the kind described in any
of the preceding clauses (i), (ii), and (iii); provided, however, that, in
computing indebtedness of the Company, there shall be excluded any particular
indebtedness if, upon or prior to the maturity thereof, there shall have been
deposited with a depository in trust money (or evidence of indebtedness if
permitted by the instrument creating such indebtedness) in the necessary amount
to pay, redeem or satisfy such indebtedness as it becomes due, and the amount so
deposited shall not be included in any computation of the assets of the
Company.

     

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

     

    “Dollar” or “$” means a dollar or other
equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for payment of public and private
debts.

     

    “DTC” means The Depository Trust
Company.

     

    “Euroclear” means Morgan Guaranty Trust
Company of New York, Brussels Office, or its successor as operator of the
Euroclear System.

     

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

     

    “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the Commission.

     


    
      
         


      

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

     

    “GAAP” means generally accepted
accounting principles as used in the United States applied on a consistent basis
as in effect from time to time; provided that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall
mean generally accepted accounting principles as used in the United States on
the date hereof, applied on a consistent basis.

     

    “Government Obligations” means
securities that are (i) direct obligations of the United States of America
or the government that issued the Foreign Currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged 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 government that issued the Foreign Currency in which the Securities of such
series are payable, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government, which, in either case, are not callable or redeemable at the option
of the issuer 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 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
the Government Obligation evidenced by such depository
receipt.

     

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

     

    “Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular series
of Securities established as contemplated by Section 301; provided,
however, that, if at any time more than one Person is acting as Trustee under
this instrument, “Indenture” shall mean, with respect to any one or more series
of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms that relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.

     

    “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” when used with respect to an
Original Issue Discount Security that by its terms bears interest only after
Maturity, shall mean interest payable after Maturity, and, when used with
respect to a Security that provides for the payment of Additional Amounts
pursuant to Section 1011, includes such Additional
Amounts.

     

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

     

    “Make-Whole Amount” means the amount, if
any, in addition to principal that is required by a Security, under the terms
and conditions specified therein or as otherwise specified as contemplated by
Section 301, to be paid by the Company to the Holder thereof in connection
with any optional redemption or accelerated payment of such
Security.

     


    
      
         


      

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

     

    “Officers’ Certificate” means a
certificate signed by the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

     

    “Opinion of Counsel” means a written
opinion of counsel, who may be an employee of or counsel for the Company or
other counsel satisfactory to the Trustee.

     

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

     

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

     

    (i)           Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

     

    (ii)           Securities, or portions thereof, for
whose payment or redemption or repayment money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities
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 other provision therefor satisfactory to the Trustee has been
made;

     

    (iii)           Securities, except solely to the extent
provided in Sections 1402 or 1403, as applicable, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in
Article Fourteen;

     

    (iv)           Securities that have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to the Trustee that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;
and

     

    (v)           Securities converted or exchanged into
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company pursuant to or in accordance
with this Indenture if the terms of such Securities provide for convertibility
or exchange pursuant to Section 301; provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA
Section 313, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 502, (ii) the
principal amount of any Security denominated in a Foreign Currency that may be
counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent, determined
pursuant to Section 301 as of the date such Security is originally issued
by the Company, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent as of such date of original issuance of
the amount determined as provided in clause (i) above) of such Security,
(iii) the principal amount of any Indexed Security that may be counted in
making such determination or calculation 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 with respect to such
Indexed Security pursuant to Section 301, and (iv) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the

     


    
      
         


      

      
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    Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities that a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     

    “Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium or Make-Whole
Amount, if any) or interest on any Securities, or coupons on behalf of the
Company, or if no such Person is authorized, the Company.

     

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

     

    “Place of Payment” means, when used with
respect to the Securities of or within any series, the place or places where the
principal of (and premium or Make-Whole Amount, if any) and interest on such
Securities are payable as specified as contemplated by Sections 301 and
1002.

     

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

     

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

     

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

     

    “Registered Security” means any Security
that is registered in the Security Register.

     

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

     

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

     

    “Repayment Price” means, when used with
respect to any Security to be repaid or purchased, the price at which it is to
be repaid pursuant to this Indenture.

     

    “Representative” means the indenture
trustee or other trustee, agent or representative for an issue of Senior
Debt.

     

    “Responsible Officer” means any vice
president, assistant vice president, assistant treasurer, assistant secretary or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

     

    “Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder by
the Commission.

     


    
      
         


      

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

     

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

     

    “Senior Debt” means the principal,
premium, if any, unpaid interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such
proceeding), fees, charges, expenses, reimbursement and indemnification
obligations, and all other amounts payable under or in respect of the following
indebtedness of the Company for money borrowed, whether any such indebtedness
exists as of the date of the Indenture or is created, incurred, assumed or
guaranteed after such date:

     

    (i)           any debt (a) for money borrowed by
the Company, or (b) evidenced by a bond, note, debenture, or similar
instrument (including purchase money obligations) given in connection with the
acquisition of any business, property or assets, whether by purchase, merger,
consolidation or otherwise, but shall not include any account payable or other
obligation created or assumed in the ordinary course of business in connection
with the obtaining of materials or services, or (c) which is a direct or
indirect obligation which arises as a result of banker’s acceptances or bank
letters of credit issued to secure obligations of the Company, or to secure the
payment of revenue bonds issued for the benefit of the Company whether
contingent or otherwise;

     

    (ii)           any debt of others described in the
preceding clause (i) which the Company has guaranteed or for which it is
otherwise liable;

     

    (iii)           the obligation of the Company as lessee
under any lease of property which is reflected on the Company’s balance sheet as
a capitalized lease; and

     

    (iv)           any deferral, amendment, renewal,
extension, supplement or refunding of any liability of the kind described in any
of the preceding clauses (i), (ii) and (iii);

     

    provided, however, that, in determining
the indebtedness of the Company, there shall be excluded any particular
indebtedness if, upon or prior to the maturity thereof, there shall have been
deposited with a depository in trust money (or evidence of indebtedness if
permitted by the instrument creating such indebtedness) in the necessary amount
to pay, redeem or satisfy such indebtedness as it becomes due, and the amount so
deposited shall not be included in any determination of the indebtedness of the
Company provided, further, that in determining the indebtedness of the Company
hereunder, there shall be excluded (1) any such indebtedness, obligation or
liability referred to in clauses (i) through (iv) above as to which,
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding, it is provided that such indebtedness, obligation or liability
is not superior in right of payment to the Securities, or ranks pari passu with
the Securities, (2) any such indebtedness, obligation or liability which is
subordinated to indebtedness of the Company to substantially the same extent as
or to a greater extent than the Securities are subordinated, (3) any
indebtedness to a subsidiary of the Company and (4) the Securities. There
is no limit on the amount of Senior Debt that the Company may
incur.

     

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

     

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

     

    “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or
(ii) the outstanding equity interests of which are owned,

     


    
      
         


      

      
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    directly
or indirectly, by such Person. For the purposes of this definition, “voting
equity securities” means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of
security has such voting power by reason of any contingency.

     

    “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

     

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

     

    “United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     

    “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any state or the District of
Columbia or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

     

    “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on
such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

     

    SECTION
102.  Compliance Certificates and Opinions.

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including covenants, compliance with which constitute
conditions precedent) 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
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to
Section 1010) shall include:

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    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 as to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     

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

     

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

     

    SECTION
104.  Acts of Holders.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or 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, whether 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 Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 612) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

     

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

     

    (c)           The
ownership of Registered Securities shall be proved by the Security Register or
by a certificate of the Security Registrar.

     

    (d)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such 

     


    
      
         


      

      
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    person
had on deposit with such depository, 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 and the Company may
assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, 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 of Bearer Securities may also
be proved in any other manner that the Trustee deems sufficient.

     

    (e)           If
the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. 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 record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have 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 on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

     

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

     

    SECTION
105.  Notices, etc.

     

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

     

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

     

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

     

    SECTION
106.  Notice to Holders; Waiver.

     

    Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder 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. 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 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 mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

     


    
      
         


      

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

     

    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for
notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in the City of
Bellingham, Washington and in such other city or cities as may be specified in
such Securities, and if the Securities of such series are listed on any stock
exchange outside the United States, in any place at which such Securities are
listed on a securities exchange to the extent that such securities exchange so
requires, on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

     

    If 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 Bearer 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 the failure to give notice by publication to
any particular Holder of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

     

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

     

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

     

    SECTION
107.  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
108.  Successors and Assigns.

     

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

     

    SECTION
109.  Separability Clause.

     

    In case
any provision in this Indenture or in any Security or 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 110.  Benefits of Indenture.

     

    Nothing
in this Indenture or in the Securities or coupons appertaining thereto, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder (and, with respect to Article Seventeen, the holders of
Senior Debt) or the Holders any benefit or any legal or equitable right, remedy
or claim under this Indenture.

     


    
      
         


      

      
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    SECTION
111.  No Personal Liability.

     

    No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

     

    SECTION
112.  Governing Law.

     

    This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of the State of New York. This Indenture is subject to
the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

     

    SECTION
113.  Legal Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security at a
particular conversion or exchange price shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series that
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) need not be made at such Place of Payment on such date,
conversion or exchange need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be.

     

    ARTICLE
TWO

    SECURITIES
FORMS

     

    SECTION
201.  Forms of Securities.

     

    The
Registered Securities, if any, of each series and the Bearer Securities, if any,
and related coupons of each series, shall be in substantially the forms as shall
be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

     

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

     

    The
definitive Securities and 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 Company executing such Securities or coupons, as evidenced
by their execution of such Securities or coupons.

     


    
      
         


      

      
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    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 and referred to in the
within-mentioned Indenture.

     

    


     

    Wilmington Trust Company, as
Trustee

    By

    Authorized Officer

    


    


    SECTION
203.  Securities Issuable in Global Form.

     

    If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges,
maturities or redemptions. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon written instruction given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon written instructions
given by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102.

     

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

     

    Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated
by Section 301, payment of principal of and any premium or Make-Whole
Amount and interest on any Security in 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 Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent
global Security in registered form, the Holder of such permanent global Security
in registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or Clearstream.

     

    Notwithstanding
any other provision of this Indenture, so long as a series of Securities is a
Global Security, the parties hereto will be bound at all times by the procedures
of the applicable depositary with respect to such series.


    
      
         


      

      
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    ARTICLE THREE

    THE
SECURITIES

     

    SECTION
301.  Amount Unlimited; Issuable in Series.

     

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

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to one or more Board Resolutions, or indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (15) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of or within the series
when issued from time to time):

     

    (1)           the
title of the Securities of or within the series (that 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 or within 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 or within the series pursuant
to Section 304, 305, 306, 906 or 1107);

     

    (3)           the
date or dates, or the method by which such date or dates will be determined, on
which the principal of the Securities of or within the series shall be payable
and the amount of principal payable thereon;

     

    (4)           the
rate or rates (that may be fixed or variable) at which the Securities of or
within 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, and
the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;

     

    (5)           the
place or places, if any, other than or in addition to the City of Bellingham,
Washington, where the principal of (and premium or Make-Whole Amount, if any),
interest, if any, on, and Additional Amounts, if any, payable in respect of,
Securities of or within the series shall be payable, any Registered Securities
of or within the series may be surrendered for registration of transfer,
exchange or conversion and notices or demands to or upon the Company in respect
of the Securities of or within the series and this Indenture may be
served;

     

    (6)           the
period or periods within which, the price or prices (including the premium or
Make-Whole Amount, if any) 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 or within the series may be redeemed in
whole or in part, at the option of the Company, if the Company is to have the
option;

     

    (7)           the
obligation, if any, of the Company to redeem, repay or purchase Securities of or
within 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 or within the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

     

    (8)           if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall
be issuable and, if other than the denomination of $5,000, the denomination or
denominations in which any Bearer Securities of or within the series shall be
issuable;

     

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

     


    
      
         


      

      
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    (10)           if
other than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 or, if
applicable, the portion of the principal amount of Securities of or within the
series that is convertible in accordance with the provisions of this Indenture,
or the method by which such portion shall be determined;

     

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

     

    (12)           whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on the Securities of or within 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;

     

    (13)           whether
the principal of (and premium or Make Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company 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;

     

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

     

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

     

    (16)           whether
Securities of or within 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 or within the series may be exchanged for Registered
Securities of or within the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of or within the series are to be
issuable initially in temporary global form and whether any Securities of or
within 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 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 or within
the series are to be issuable as a global Security, the identity of the
depository for such series;

     

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

     

    (18)           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;

     


    
      
         


      

      
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    (19)           the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
within the series and any provisions in modification of, in addition to or in
lieu of any of the provisions of Article Fourteen;

     

    (20)           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;

     

    (21)           whether
and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within 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 Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

     

    (22)           the
obligation, if any, of the Company to permit the Securities of such series to be
converted into or exchanged for Common Stock of the Company or other securities
or property of the Company and the terms and conditions upon which such
conversion or exchange shall be effected (including, without limitation, the
initial conversion price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price or rate and any
requirements relative to the reservation of such shares for purposes of
conversion or exchange);

     

    (23)           if
convertible or exchangeable, any applicable limitations on the ownership or
transferability of the securities or property into which such Securities are
convertible or exchangeable; and

     

    (24)           any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture except as permitted by
Section 905).

     

    All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

     

    If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order for authentication and delivery of such Securities.

     

    SECTION
302.  Denominations.

     

    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof.

     

    SECTION
303.  Execution, Authentication, Delivery and Dating.

     

    The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant Secretary. The
signature of any of these officers on the Securities and coupons may be manual
or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

     


    
      
         


      

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

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate to Euroclear or Clearstream, as the case may
be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier
of the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. Except
as permitted by Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and canceled.

     

    If all of
the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of
issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 612 and TIA Section 315(a) through 315(d)) shall
be fully protected in conclusively relying upon:

     

    (i)           an
Opinion of Counsel complying with Section 102 and stating
that:

     

    (a)           the
form or forms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture;

     

    (b)           the
terms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture;

     

    (c)           such
Securities, together with any coupons appertaining thereto, when completed
pursuant to such procedures as may be specified therein, and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid
and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the enforcement
of creditors’ rights generally and to general equitable principles and to such
other matters as may be specified therein; and

     

    (d)           the
issuance of such Securities and any coupons will not contravene the articles of
incorporation or bylaws of the Company or result in any violation of any of the
terms or provisions of any law or regulation or of any indenture, mortgage or
other agreement known to such counsel by which the Company is bound;
and

     

    (ii)           an
Officers’ Certificate complying with Section 102 and stating that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been, or will have been upon compliance with such
procedures as may be specified therein, complied with and that, to the best of
the knowledge

     


    
      
         


      

      
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    of the
signers of such certificate, no Event of Default with respect to such Securities
shall have occurred and be continuing.

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

     

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

     

    Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     

    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 or the Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued or sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

     

    SECTION
304.  Temporary Securities.

     

    (a)           Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. In
the case of Securities of any series, 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 Section 304(b) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303.
Until 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.

     

    (b)           Unless
otherwise provided as contemplated in Section 301, this Section 304(b)
shall govern the exchange of temporary Securities issued in global form other
than through the facilities of DTC. If any such temporary Security is issued in
global form, then such temporary global Security shall, unless otherwise
provided

     


    
      
         


      

      
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    therein,
be delivered to the London, England office of a depository or common depository
(the “Common Depository”), for the benefit of Euroclear and
Clearstream.

     

    Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the
“Exchange Date”), the Company shall deliver to the Trustee definitive
Securities, in an aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common
Depository to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if
any combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security, if any, held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
or Clearstream as to the portion of such temporary global Security, if any, held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall
be delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

     

    Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior
to the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear or Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary global Security shall be delivered only outside
the United States.

     

    Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear or
Clearstream on such Interest Payment Date upon delivery by Euroclear or
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest
on or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit A-1 to this Indenture (or in such other forms as may be established
pursuant to Section 301). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this
Section 304(b) and of the third paragraph of Section 303 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a

     


    
      
         


      

      
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    beneficial
interest in a temporary global Security will be made unless and until such
interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear or
Clearstream and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company.

     

    SECTION
305.  Registration, Registration of Transfer and
Exchange.

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such
reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. The Security Register shall be in written
form or any other form capable of being converted into written form within a
reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times and to require that a copy of the Security Register in written
form be delivered to it from time to time as reasonably requested. Subject to
the provisions of this Section 305, upon surrender for registration of
transfer of any Registered Security of any series at any office or agency of the
Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount, bearing a number not contemporaneously outstanding, and containing
identical terms and provisions.

     

    Subject
to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities that the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may
not be issued in exchange for Registered Securities.

     

    If (but
only if) permitted as contemplated by Section 301, at the option of the
Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, 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, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and 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 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 located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
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 proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the
provisions

     


    
      
         


      

      
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    of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the holder making the exchange is entitled to receive.

     

    Notwithstanding
the foregoing, except as otherwise specified as contemplated by
Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If the depository for any permanent global Security
is DTC, then, unless the terms of such global Security expressly permit such
global Security to be exchanged in whole or in part for definitive Securities, a
global Security may be transferred, in whole but not in part, only to a nominee
of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the applicable global Security or Securities or if
at any time DTC ceases to be a clearing agency registered under the Exchange Act
if so required by applicable law or regulation, the Company shall appoint a
successor depository with respect to such global Security or Securities. If
(x) a successor depository for such global Security or Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depository for such global Security or Securities or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in
a permanent global Security is otherwise entitled to exchange such an interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the
permanent global Security shall have been given, then without unnecessary delay
but in any event not later than the earliest date on which such interest may be
so exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner’s interest in such permanent global
Security. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered for exchange by
DTC or such other depository as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any location
in the United States. If a Registered Security is issued in exchange for any
portion of a permanent global Security after the close of business at the office
or agency where such exchange occurs 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 proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will 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 permanent global
Security is 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 Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     

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

     


    
      
         


      

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

     

    The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if such Securities are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except, in the case of any
Registered 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 that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor, provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue or to
register the transfer or exchange of any Security that has been surrendered for
repayment, 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 or the Company, together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

     

    If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security 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 actual
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
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 and principal
amount, containing identical terms and provisions 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 provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if
any), any interest on and any Additional Amounts with respect to Bearer
Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

     

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

     

    Every new
Security of any series with its coupons, if any, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not
the

     


    
      
         


      

      
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    destroyed,
lost or stolen Security and its coupons, if any, or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series and their coupons, if any, duly issued
hereunder.

     

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

     

    SECTION
307.  Payment of Interest; Interest Rights Preserved.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 308, to
the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the
United States.

     

    Unless
otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     

    Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent global Security held for its account
by DTC, Euroclear or Clearstream, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent global Security to the accounts of the beneficial owners
thereof.

     

    In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, any interest on any Registered Security of
any series that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money 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) 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 deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a special record date
(herein called a “Special Record Date”) for the payment of such Defaulted
Interest which shall be not more than 15 days and not less

     


    
      
         


      

      
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    than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series at such Holder’s address as it appears in the Security Register not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).
In case a Bearer Security of any series is surrendered at the office or agency
in a Place of Payment for such series in exchange for a Registered Security of
such series 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 proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

     

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

     

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

     

    Subject
to the provisions of Section 1402 and except as otherwise specified with
respect to a series of Securities in accordance with the provisions of
Section 301, in the case of any Security that is converted or exchanged
after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security, the principal of (or premium, if any, on)
which shall become due and payable, whether at a Stated Maturity or by
declaration of acceleration, call for redemption, or otherwise, prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion or exchange, and such interest (whether or not punctually paid or
duly provided for) shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

     

    SECTION
308.  Persons Deemed Owners.

     

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

     

    Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security and the Holder 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 such
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.

     


    
      
         


      

      
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    None of
the Company, 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 Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     

    Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depository, as a Holder, with respect to such global Security
or impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

     

    SECTION
309.  Cancellation.

     

    All
Securities and coupons surrendered for payment, redemption, repayment,
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 and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder that the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee
and, if required in writing by the Company, the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

     

    SECTION
310.  Computation of Interest.

     

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

     

    


    ARTICLE
FOUR

    SATISFACTION
AND DISCHARGE

     

    SECTION
401.  Satisfaction and Discharge of Indenture.

     

    This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, 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, if any, appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (ii) Securities and coupons of such series
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106, and
(iv) Securities and coupons of such series for whose payment money has
theretofore been deposited in trust or

     


    
      
         


      

      
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    segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

     

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

     

    and the Company, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable, sufficient to pay
and discharge the entire indebtedness on such Securities and such coupons not
theretofore delivered to the Trustee for cancellation, for principal (and
premium or Make-Whole Amount, if any) and interest, and any Additional Amounts
with respect thereto, to the date of such deposit (in the case of Securities
that have become due and payable) or the Stated Maturity or Redemption Date, as
the case may be;

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the
obligations of the Company to any Authenticating Agent under Section 611
and, if money shall have been deposited with and held by the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003,
shall survive.

     

    In the
event that there are Securities of two or more series outstanding 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 a particular series as to which it is Trustee and if the other
conditions thereto are met.

     

    SECTION
402.  Application of Trust Funds.

     

    Subject
to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law. Money deposited pursuant Section 401 not in violation of this
Indenture shall not be subject to claims of holders of Senior Debt under Article
Seventeen.

     


    
      
         


      

      
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    ARTICLE
FIVE

    REMEDIES

     

    


    SECTION
501.  Events of Default.

     

    Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,”
wherever used herein with respect to any particular series of Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body):

     

    (1)           default
in the payment of any interest upon or any Additional Amounts payable in respect
of any Security of or within that series or of any coupon appertaining thereto,
when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

     

    (2)           default
in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that 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 any
Security of that series; or

     

    (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture with respect to any Security of that series (other than
(i) a covenant or agreement included in this Indenture solely for the
benefit of a series of Securities other than such series or (ii) a covenant
or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for
a period of 90 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;
or

     

    (5)           the
Company pursuant to or within the meaning of any Bankruptcy Law:

     

    (A)           commences
a voluntary case,

     

    (B)           consents
to the entry of an order for relief against it in an involuntary
case,

     

    (C)           consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or

     

    (D)           makes
a general assignment for the benefit of its creditors; or

     

    (6)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

     

    (A)           is for relief against the Company in an
involuntary case,

     

    (B)           appoints
a Custodian of the Company or for all or substantially all of its property,
or

     

    (C)           orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days; or

     

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

     


    
      
         


      

      
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    As used
in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or
any similar Federal or state law for the relief of debtors and the term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

     

    SECTION
502.  Acceleration of Maturity; Rescission and Annulment.

     

    If an
Event of Default under clause (5) or (6) of Section 501 with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of each such affected
series (voting as a single class) 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, and the
Make-Whole Amount, if any, on, all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or
specified portion thereof shall become immediately due and payable.

     

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

     

    (1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such
series is payable (except as otherwise specified pursuant to Section 301
for the Securities of such series):

     

    (A)           all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related
coupons;

     

    (B)           the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities;

     

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

     

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

     

    (2)           all
Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on Securities of that series that have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 513.

     

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

     

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

     

    The
Company covenants that if:

     

    (1)           default
is made in the payment of any installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or
Additional Amount becomes due and payable and such default continues for a
period of 30 days, or

     

    (2)           default
is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity, then the Company will, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities of such series and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium or Make-Whole
Amount, if any) and interest

     


    
      
         


      

      
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    and
Additional Amounts, with interest upon any overdue principal (and premium or
Make-Whole Amount, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest or
Additional Amounts, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities of such series and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities of such
series, 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
related coupons by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper
remedy.

     

    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 Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
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 Company for the payment of overdue principal, premium or Make-Whole Amount,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     

    (i)           to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, if any, owing
and unpaid in respect of the Securities 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 and counsel) and of the
Holders allowed in such judicial proceeding, and

     

    (ii)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

     

    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 of such series and 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, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor 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 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 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

     


    
      
         


      

      
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    any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons 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 premium or Make-Whole
Amount, if any) or interest and any 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 coupons
for principal (and premium or Make-Whole Amount, if any) and interest and any
Additional Amounts payable, 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 premium or Make-Whole Amount, if any), interest and
Additional Amounts, respectively, and

     

    THIRD:  To the payment of the
remainder, if any, to the Company.

     

    SECTION
507.  Limitation on Suits.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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         SECTION
508.  Unconditional Right of Holders to Receive Principal, Premium or
Make-Whole Amount, if any, 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 (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such rights
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 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 Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has 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 the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     

    SECTION
511.  Delay or Omission Not Waiver.

     

    No delay
or omission of the Trustee 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 any
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of Securities or
coupons, as the case may be.

     

    SECTION
512.  Control by Holders of Securities.

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that

     

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

     

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

     

    (3)           the
Trustee need not take any action that might involve it in personal liability or
be unduly prejudicial to the Holders of Securities of such series not joining
therein (but the Trustee shall have no obligation as to the determination of
such undue prejudice).

     


    
      
         


      

      
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    SECTION
513.  Waiver of Past Defaults.

     

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

     

    (1)           in
the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on or Additional Amounts payable in respect of any Security of such
series or any related coupons, 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 Event of Default or impair any
right consequent thereon.

     

    SECTION
514.  Waiver of Stay or Extension Laws.

     

    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, 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 an
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 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 the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium or Make-Whole Amount, if any) or interest on or Additional Amounts
payable 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).

     

    ARTICLE
SIX

    THE
TRUSTEE

     

    


    SECTION
601.  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 in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
actually known to a Responsible Officer of 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 or Make-Whole Amount,
if any) or interest on or any Additional Amounts with respect to any Security of
such series, or in the payment of any sinking fund installment with respect to
the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the

     


    
      
         


      

      
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    occurrence
thereof. For the purpose of this Section, the term “default” means any event
that is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.

     

    SECTION
602.  Certain Rights of Trustee.

     

    Subject
to the provisions of TIA Section 315(a) through 315(d):

     

    (1)           the
Trustee shall perform only such duties as are expressly undertaken by it to
perform under this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee;

     

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

     

    (3)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 that shall be
sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;

     

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

     

    (5)           the
Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of 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;

     

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

     

    (7)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, 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 the books, records and premises
of the Company, personally or by agent or attorney;

     

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

     

    (9)           the Trustee shall not be liable for any
action taken, suffered or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture. The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to the Trustee against such risk or liability is not
reasonably assured to it;

     


    
      
         


      

      
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    (10)                      in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action;

    


    (11)           
the Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture;

    


    (12)           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;
and

    


    (13)                      the Trustee may request that the
Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Indenture.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 Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     

    SECTION
604.  May Hold Securities.

     

    The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Section 613 and
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

     

    SECTION
605.  Money Held in Trust.

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on, or investment of, any money received by it
hereunder.

     

    SECTION
606.  Compensation and Reimbursement.

     

    The
Company agrees:

     

    (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder, including extraordinary services rendered in
connection with or during the continuation of a default 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)           to
reimburse each of the Trustee and any predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except to the extent any such expense, disbursement or advance may be
attributable to its gross negligence or bad faith; and


    (3)           to
indemnify each of the Trustee and any predecessor Trustee and each of their
respective directors, officers, agents and employees for, and to hold each of
them harmless against, any loss, liability or expense, arising out of or in
connection with the acceptance or administration of the trust or trusts or the


     

     

    
      
         

      

      
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    performance
of its duties hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder except to the extent any such loss,
liability or expense may be attributable to its own gross negligence or bad
faith.

     

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

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(5) and (6), such expenses (including the
fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The provisions of this Section shall
survive the termination of this Indenture or the resignation or removal of the
Trustee.

     

    SECTION
607.  Corporate Trustee Required; Eligibility.

     

    There
shall at all times be a Trustee hereunder that shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation that shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
that unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Trustee or Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee 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.

     

    (a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

     

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

     

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

     

    (d)           If
at any time:

     

    (1)           the
Trustee shall fail to comply with the provisions of Section 613 or TIA
Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

     

    (2)           the
Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months,
or


    (3)           the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or
control of 

     

     

    
      
         

      

      
        35

        
        

      

      
         

      

    

     

     

    the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or
Trustees.

     

    (e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, 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 Securities of such series.

     

    (f)           The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series in the manner provided for notices to the Holders of
Securities in Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

     

    SECTION
609.  Acceptance of Appointment By Successor.

     

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

     

    (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto, pursuant to
Article Nine hereof, wherein each successor Trustee shall accept such
appointment and that (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall 

     


    
      
         


      

      
        36

         


      

      
         


      

    


    become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

     

    (c)           Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

     

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

     

    (e)           All
monies due and owing to the Trustee shall be paid before the Successor Trustee
takes over.

     

    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, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons 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 or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect that this
Indenture provides for the certificate of authentication of the
Trustee.

     

    SECTION
611.  Appointment of Authenticating Agent.

     

    At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
that shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $25,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such 

     

     

    
      
         

      

      
        37

        
        

      

      
         

      

    

     

     

    Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be
an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

     

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

     

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

     

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

     

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

     

    Wilmington Trust Company, as
Trustee

    By

    as Authenticating Agent

    By

    Authorized Officer

     

    


    


    SECTION
612.  Certain Duties and Responsibilities.

     

    No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to the Trustee against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

     

    SECTION
613.  Conflicting Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
TIA, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the TIA and
this Indenture. To the extent permitted by such Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series. In case an Event
of Default shall occur and be continuing, the Trustee shall exercise such of its
rights and powers under the applicable Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

     


    
      
         


      

      
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    ARTICLE
SEVEN

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
701.  Disclosure of Names and Addresses of Holders.

     

    Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
director, officer, agent or employee of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities or coupons in accordance with TIA Section 312,
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 TIA Section 312(b).

     

    SECTION
702.  Reports by Trustee.

     

    Within 60
days after March 15 of each year commencing with the first March 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such March 15 if and to the
extent required by TIA Section 313(a).

     

    SECTION
703.  Reports by Company.

     

    The
Company will:

     

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

     

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

     

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

     

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

     

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

     

    (a)           semi-annually,
not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semi-annually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, and


    (b)           at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time 

     

     

    
      
         

      

      
        39

        
        

      

      
         

      

    

     

     

    such list is furnished, provided,
however, that, so long as the Trustee is the Security Registrar, no such lists
shall be required to be furnished.

     

    ARTICLE
EIGHT

    CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE

     

    SECTION
801.  Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions.

     

    The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and such successor entity shall expressly assume the due and
punctual payment of the principal of (and premium or Make-Whole Amount, if any)
and any interest (including all Additional Amounts, if any, payable pursuant to
Section 1011) on all of the Securities, according to their tenor, or as
otherwise specified pursuant to Section 301, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered to
the Trustee by such Person and (ii) immediately after giving effect to such
transaction and treating any indebtedness that becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event that, after notice or the lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

     

    SECTION
802.  Rights and Duties of Successor Corporation.

     

    In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in the
event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities. Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder that theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities that such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     

    In case of any such consolidation,
merger, sale, lease or conveyance, such changes in phraseology and form (but not
in substance) may be made in the Securities thereafter to be issued as may be
appropriate.

     

    SECTION
803.  Officers’ Certificate and Opinion of Counsel.

     

    Any
consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers’ Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     


    
      
         


      

      
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    ARTICLE
NINE

    SUPPLEMENTAL
INDENTURES

     

    SECTION
901.  Supplemental Indentures Without Consent of Holders.

     

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

     

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

     

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

     

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

     

    (4)           to
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 or any premium, Make-Whole Amount or
Interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;
or

     

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

     

    (6)           to
secure the Securities; or

     

    (7)           to
establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 201 and 301, including the provisions and procedures
relating to Securities convertible into or exchangeable for other securities or
property of the Company; 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; or

     

     (9)           to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
that shall not be inconsistent with the provisions of this Indenture or to make
any other changes,
provided that in each case, such provisions shall not adversely affect the
interests of the Holders of Securities of any series or any related coupons in
any material respect; or

     

     

    
      
         

      

      
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    (10)           to
close this Indenture with respect to the authentication and delivery of
additional series of Securities or to qualify, or maintain qualification of,
this Indenture under the TIA; or

     

    (11)           to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Sections 401,
1402 and 1403; provided in each case that any such action shall not adversely
affect the interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material
respect.

     

    SECTION
902.  Supplemental Indentures with Consent of Holders.

     

    The
Company and the Trustee may (i) amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of a majority in aggregate principal amount of the Securities of all
series then outstanding or (ii) supplement this Indenture with regard to a
series of Securities, amend or supplement a Supplemental Indenture relating to a
series of Securities, or amend the Securities of a series, without notice to any
Securityholder but with the written consent of the Holders of a majority in
aggregate principal amount of the Securities of that series then outstanding.
The Holders of a majority in principal amount of the Securities of all series
then outstanding may waive compliance by the Company with any provision of this
Indenture or the Securities without notice to any Securityholder. The Holders of
a majority in principal amount of the Securities of any series then outstanding
may waive compliance with any provision of this Indenture, any Supplemental
Indenture or the Securities of that series with regard to the Securities of that
series without notice to any Securityholder. However, without the consent of the
Holder of each Outstanding Security affected thereby, no amendment, supplement
or waiver may:

     

    (1)           change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon or
any Additional Amounts payable in respect thereof, or any premium or Make-Whole
Amount payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1011 (except as
contemplated by Section 801(i) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount Security or
Make-Whole Amount, if any, 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, or change any Place
of Payment where, or the currency or currencies, currency unit or units or
composite currency or currencies in which, the principal of any Security or any
premium or Make-Whole Amount or any Additional Amounts payable in respect
thereof or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder,
on or after the Redemption Date or the Repayment Date, as the case may be);
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 with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture or, or
reduce the requirements of Section 1504 for quorum or voting; or

     

    (3)           modify
any of the provisions of this Section, Section 513 or Section 1012,
except to increase the required percentage to effect such action 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;
or

     

    (4)           make
any change that adversely affects the right to convert or exchange any Security
pursuant to Section 301 or decrease the conversion or exchange rate or
increase the conversion or exchange price of any such Security.


    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

     

    
      
         

      

      
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    A
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included for the benefit of
one or more particular series of Securities, or that 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.

     

    SECTION
903.  Execution of Supplemental Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution of such supplemental indenture have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that 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 Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

     

    SECTION
905.  Conformity with Trust Indenture Act.

     

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

     

    SECTION
906.  Reference in Securities to Supplemental Indentures.

     

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

     

    SECTION
907.  Notice of Supplemental Indentures.

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner
provided for in Section 106, setting forth in general terms the substance
of such supplemental indenture.

     

    SECTION
908.  Subordination Unimpaired.

     

    No
provision in any supplemental indenture that affects the superior position of
the holders of Senior Debt shall be effective against holders of Senior
Debt.

     

     

    
      
         

      

      
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    ARTICLE
TEN

    COVENANTS


         SECTION
1001.  Payment of Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts.

     

    The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities, any interest due on and any Additional Amounts payable
in respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 1011 in respect of
principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

     

    SECTION
1002.  Maintenance of Office or Agency.

     

    If
Securities of a series are issuable only as Registered Securities, the Company
shall maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, the
Company will maintain: (A) in the City of Bellingham, Washington, an office
or agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to
any laws or regulations applicable thereto, in a Place of Payment for that
series that is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Securities
of that series pursuant to Section 1011) or conversion; provided, however,
that if the Securities of that series are listed on the Luxembourg Stock
Exchange, The International Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in Luxembourg,
London, England or any other required city located outside the United States, as
the case may be, so long as the Securities of that series are listed on such
exchange; and (C) subject to any laws or regulations applicable thereto, in
each Place of Payment for that series located outside the United States an
office or agency where any Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Bearer Securities of that series pursuant to
Section 1011) at the offices specified in the Security, in London, England,
and the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

     

    Unless
otherwise specified with respect to any Securities pursuant to Section 301,
no payment of principal, premium, Make-Whole Amount or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant 


    
      
         


      

      
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    to
Section 1011) shall be made at the office of the Company’s Paying Agent in
the City of Bellingham, Washington, if (but only if) payment in Dollars of the
full amount of such principal, premium, interest, Additional Amounts or
Make-Whole Amount, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

     

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

     

    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 the Indenture, then the Company
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
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or 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 (and premium or Make-Whole Amount, if
any) or interest or Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts
in respect of, any Securities of that series, deposit with a 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
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, Make-Whole Amount or interest or Additional
Amounts and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

     

    The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

     

    (1)           hold
all sums held by it for the payment of principal of (and premium or Make-Whole
Amount, if any) or interest on Securities or Additional Amounts in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

     

    (2)           give
the Trustee written notice of any default by the Company (or any other obligor
upon the Securities) in the making of any such payment of principal (and premium
or Make-Whole Amount, if any) or interest or Additional Amounts;
and

     

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

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon

     


    
      
         


      

      
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    which
such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such sums.

     

    Except as
otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any), interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     

    SECTION
1004.  [Reserved].

     

    SECTION
1005.  Existence.

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect the existence, rights (charter and
statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries as a whole and that the loss thereof is not disadvantageous in
any material respect to the Holders of Securities of any series.

     

    SECTION
1006.  Maintenance of Properties.

     

    The Company 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 Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company or any Subsidiary from selling or otherwise disposing of its
properties in the ordinary course of its business.

     

    SECTION
1007.  Insurance.

     

    The
Company will, and will cause each of its Subsidiaries to, keep all its insurable
properties insured against loss or damage with commercially reasonable amounts
and types of insurance provided by insurers of recognized
responsibility.

     

    SECTION
1008.  Payment of Taxes and Other Claims.

     

    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies that, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     


    
      
         


      

      
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    SECTION
1009.  Provision of Financial Information.

     

     

                  (a)
The Company covenants and agrees to file with the Trustee, within 15 days after
the Company is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;
provided that, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, as the case may be, only such other information, if any, as may
be required pursuant to Section 1009(b) below.

     

     

                (b)
The Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from to time by the
Commission, such additional information, documents and reports, if any,
including with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture, as may be required from time to time
by such rules and regulations.

     

    (c)  Notwithstanding
the foregoing, the Company’s obligations under this Section 1009 shall be deemed
satisfied, and no further filing with or delivery to the Trustee of copies of
such information, documents or reports shall be required, to the extent the
Company has filed such information, documents or reports with the Commission via
the Electronic Data Gathering and Retrieval (EDGAR) or any successor
system.

     

    SECTION
1010.  Statement as to Compliance.

     

    The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 1010, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

     

    SECTION
1011.  Additional Amounts.

     

    If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301. Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of the principal of or
any premium, Make-Whole Amount or interest on, or in respect of, any Security of
any series or payment of any related 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 pursuant to Section 301 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 provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

     

    Except as otherwise specified as
contemplated by Section 301, if the Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or Make-Whole Amount or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of or within the 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 of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts, if any, required by
the terms of such Securities. In the event that the Trustee or any Paying Agent,
as the

     


    
      
         


      

      
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    case may be, shall not so receive the
above mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required
with respect to any payment of principal or interest with respect to any
Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal
and interest with respect to the Securities of a series or related coupons
without withholding or deductions until otherwise advised. The Company covenants
to indemnify the Trustee and any Paying Agent and their respective officers,
directors, employees and agents for, and to hold them harmless against, any
loss, liability or expense (including but not limited to legal fees and
expenses) reasonably incurred without gross negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers’ Certificate furnished pursuant to this Section
or in reliance on the Company’s not furnishing such an Officers’
Certificate.

     

    SECTION
1012.  Waiver of Certain Covenants.

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1005 to 1009, inclusive, and with any other
term, provision or condition with respect to the Securities of any series
specified in accordance with Section 301 (except any such term, provision
or condition that could not be amended without the consent of all Holders of
Securities of such series pursuant to Section 902), if before or after the
time for such compliance the Holders of at least a majority in principal amount
of all outstanding Securities of such series, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

     

    ARTICLE
ELEVEN

    REDEMPTION
OF SECURITIES

     

    SECTION
1101.  Applicability of Article.

     

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

     

    SECTION
1102.  Election to Redeem; Notice to Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series, the Company shall, at
least 45 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee, in writing, of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and of the
Redemption Price of such Securities and any accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
and Opinion of Counsel evidencing compliance with such restriction.

     

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

     

    If less
than all the Securities of any series issued with the same 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 issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and that may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

     


    
      
         


      

      
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    If any
Security selected for partial redemption is converted in part before termination
of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities that
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. In any case where more than one Security is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Security.

     

    The
Trustee shall promptly notify the Company 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 Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security
that has been or is to be redeemed.

     

    SECTION
1104.  Notice of Redemption.

     

    Notice of
redemption shall be given in the manner provided in Section 106, not less
than 30 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to
give such notice in the manner herein provided to the Holder of any Security
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 such Security or portion thereof.

     

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

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date;

     

    (2)           the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any;

     

    (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, that on and after the
Redemption Date, upon surrender of such Security, the holder will receive,
without a 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 and accrued interest to the
Redemption Date payable as provided in Section 1106, if any, will become
due and payable upon each such Security, or the 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 of Payment 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
accrued interest, if any, or for conversion or exchange;

     

    (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

     


    
      
         


      

      
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    amount of
any such missing coupon or coupons will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company, the Trustee for such
series and any Paying Agent is furnished;

     

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

     

    (10)           the
CUSIP number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number;

     

    (11)           if
applicable, that a Holder of Securities who desires to convert or exchange
Securities to be redeemed must satisfy the requirements for conversion or
exchange contained in such Securities, the then existing conversion or exchange
price or rate and the date and time when the option to convert or exchange shall
expire and the place or places where such Securities may be surrendered for
conversion or exchange; and

     

    (12)           such
other information as the Trustee reasonably deems appropriate.

     

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

     

    SECTION
1105.  Deposit of Redemption Price.

     

    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 1003) an amount of money 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 on the Redemption Date the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof that are to be redeemed on
that date.

     

    SECTION
1106.  Securities Payable on Redemption Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or 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) (together with accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date), and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest and Additional Amounts, if any) such
Securities shall, if the same were interest-bearing, 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 Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if
any, on the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided further that except as
otherwise provided with respect to Securities convertible or exchangeable into
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 307.

     


    
      
         


      

      
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    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 Company 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 interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal, (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the
Security.

     

    SECTION
1107.  Securities Redeemed in Part.

     

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

     

    ARTICLE
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 specified as
contemplated by Section 301 for Securities of such series.

     

    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 such Securities of any series is
herein referred to as an “optional sinking fund payment.” If provided for by the
terms of any Securities of any series, the cash amount of any mandatory 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.

     

    SECTION
1202.  Satisfaction of Sinking Fund Payments with
Securities.

     

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

     


    
      
         


      

      
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    SECTION
1203.  Redemption of Securities for Sinking Fund.

     

    Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will 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 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) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the amount of optional sinking fund
payments, 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 delivered
and credited. If such Officers’ Certificate shall specify an optional amount to
be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 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 Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Section 1106 and 1107.

     

    ARTICLE
THIRTEEN

    [RESERVED]

     

    ARTICLE
FOURTEEN

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    SECTION
1401.  Applicability of Article; Company’s Option to Effect Defeasance
or Covenant Defeasance.

     

    If,
pursuant to Section 301, provision is made for either or both of
(a) defeasance of the Securities of or within a series under
Section 1402 or (b) covenant defeasance of the Securities of or within
a series under Section 1403 to be applicable to the Securities of any
series, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (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 Company may at its option by Board Resolution at any time, with
respect to such Securities and any coupons appertaining thereto, elect to
defease such Outstanding Securities and any coupons appertaining thereto
pursuant to Section 1402 (if applicable) or Section 1403 (if
applicable) upon compliance with the conditions set forth below in this
Article.

     

    SECTION
1402.  Defeasance and Discharge.

     

    Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections
of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and
any coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following that shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in
respect of the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company’s obligations 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 1011, (C) the rights, powers, trusts, duties and

     


    
      
         


      

      
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    immunities
of the Trustee hereunder including but not limited to Section 606 hereof
and (D) this Article. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities
and any coupons appertaining thereto.

     

    SECTION
1403.  Covenant Defeasance.

     

    Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1005 to 1009, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to
such Outstanding Securities and any coupons appertaining thereto on and after
the date the conditions set forth in Section 1404 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 Sections 1005 to 1009,
inclusive, or such other 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 Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or 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 default or an Event of Default under Section 501(4) or 501(7)
or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities and any coupons appertaining thereto shall
be unaffected thereby.

     

    SECTION
1404.  Conditions to Defeasance or Covenant Defeasance.

     

    The
following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

     

    (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee 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 such currency, currencies or currency unit 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, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) that
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 or Make-Whole Amount, if any)
and interest and Additional Amounts, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof 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 that shall be applied by the
Trustee to pay and discharge, (i) the principal of (and premium or
Make-Whole Amount, 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 (ii) 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; provided, that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such Government
Obligations to said payments with respect to such Securities. Before such a
deposit, the Company may give to the Trustee, in accordance with
Section 1102 hereof, a notice of its election to redeem all or any portion
of such Outstanding Securities at a future date in accordance with the terms of
the Securities of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given effect
in applying the foregoing.

     

    (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 Company is a party or by which it
is bound (and shall not cause the Trustee to have a conflicting interest
pursuant to Section 310(b) of the TIA with respect to any Security of the
Company).

     

     

    
      
         

      

      
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    (c)           No
Event of Default or event that 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 or,
insofar as Sections 501(5) and 501(6) are concerned, 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).

     

    (d)           In
the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (ii) since the date of execution of this Indenture, there has
been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the Holders of
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 Section 1403, the Company 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
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with and an Opinion of Counsel to the effect
that either (i) as a result of a deposit pursuant to subsection
(a) above and the related exercise of the Company’s option under
Section 1402 or Section 1403 (as the case may be) registration is not
required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing such deposit or by the Trustee for
such trust funds or (ii) all necessary registrations under said Act have
been effected.

     

    (g)           After
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.

     

    (h)           Notwithstanding any other provisions of
this Section, such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
that may be imposed on the Company in connection therewith pursuant to
Section 301.

     

    SECTION
1405.  Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions.

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (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 1405, the “Trustee”) pursuant to Section 1404 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 Company 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 or Make-Whole Amount, 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 with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(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 payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons appertaining


     

     

    
      
         

      

      
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    thereto
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium or Make-Whole Amount, if
any), and interest, if any, on such Security as the same becomes due and
Additional Amounts, if any, 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 or
currency unit in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the Conversion
Event.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1404 or the principal and interest received in respect thereof
other than any such tax, fee or other charge that by law is for the account of
the Holders of such Outstanding Securities and any coupons appertaining
thereto.

     

    Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in Section 1404 that, 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 that would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

     

    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 action 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.

     

    (a)           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 Bellingham, Washington as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.

     

    (b)           In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least 25% 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 made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the Holders
of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the City of Bellingham, Washington for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) 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 

     

     

    
      
         

      

      
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    the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company 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 such meeting with respect to a consent or waiver which this Indenture
expressly provides 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 entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall 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(a), except
that such notice need be given only once not less than five (5) days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

     

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

     

    Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken
at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:

     

    (i)           there
shall be no minimum quorum requirement for such meeting; and

     

    (ii)           the
principal amount of the Outstanding Securities of such series that vote in favor
of such request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.


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

     

    (a)           Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series 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


     

     

    
      
         

      

      
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    the
signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 104 or other proof.

     

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

     

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

     

    (d)           Any
meeting of Holders of Securities of any series duly called pursuant to
Section 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 duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, 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 Company and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein
stated.

     

    SECTION
1507.  Evidence of Action Taken by Holders.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Holders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage
of Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee. Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Article Six) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Article.

     

     

    
      
         

      

      
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    SECTION
1508.  Proof of Execution of Instruments.

     

    Subject
to Article Six, the execution of any instrument by a Holder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

     

    ARTICLE
SIXTEEN

    [RESERVED]

     

    ARTICLE
SEVENTEEN

    SUBORDINATION

     

    SECTION
1701.  Agreement to Subordinate.

     

    Except as
otherwise provided in a supplemental indenture or pursuant to Section 301,
the Company agrees, and each Holder by accepting a Security agrees, that the
indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full of all Senior Debt and that the subordination is for the benefit of the
holders of Senior Debt.

     

    SECTION
1702.  Liquidation; Dissolution; Bankruptcy.

     

    Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

     

    (1)           holders
of Senior Debt shall be entitled to receive payment in full in cash of the
principal of and interest (including interest accruing after the commencement of
any such proceeding) to the date of payment on the Senior Debt before Holders
shall be entitled to receive any payment of principal of or interest on the
Securities;

     

    (2)           until
the Senior Debt is paid in full in cash, any distribution to which Holders would
be entitled but for this Article shall be made to holders of Senior Debt as
their interests may appear, except that Holders may receive securities that are
subordinated to Senior Debt to at least the same extent as the Securities;
and

     

    (3)           the Trustee is entitled to conclusively
rely upon an order or decree of a court of competent jurisdiction or a
certificate of a bankruptcy trustee or other similar official for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of Senior Debt and other Company debt, the amount thereof or payable
thereon and all other pertinent facts relating to the Trustee’s obligations
under this Article Seventeen.

     

    SECTION
1703.  Default on Senior Debt.

     

    The
Company may not pay principal of or interest on the Securities and may not
acquire any Securities for cash or property other than capital stock of the
Company if:

     

    (1)           a
default on Senior Debt occurs and is continuing that permits holders of such
Senior Debt to accelerate its maturity, and

     

    (2)           the
default is the subject of judicial proceedings or the Company receives a notice
of the default from a person who may give it pursuant to Section 1711. If
the Company receives any such notice, a similar notice received
within nine months thereafter relating to the same default on the same issue of
Senior Debt shall not be effective for purposes of this Section.

     

    The Company may resume payments on the
Securities and may acquire them when:

     

    (a)           the default is cured or waived,
or

     

     

    
      
         

      

      
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    (b)           120
days pass after the notice is given if the default is not the subject of
judicial proceedings if this Article otherwise permits the payment or
acquisition at that time.

     

    SECTION
1704.  Acceleration of Securities.

     

    If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration. The
Company may pay the Securities when 120 days pass after the acceleration occurs
if this Article permits the payment at that time.

     

    SECTION
1705.  When Distribution Must Be Paid Over.

     

    If a
distribution is made to Holders that because of this Article should not have
been made to them, the Holders who receive the distribution shall hold it in
trust for holders of Senior Debt and pay it over to them as their interests may
appear.

     

    SECTION
1706.  Notice by Company.

     

    The
Company shall promptly notify the Trustee, in writing, and any Paying Agent of
any facts known to the Company that would cause a payment of principal of or
interest on Securities to violate this Article.

     

    SECTION
1707.  Subrogation.

     

    After all
Senior Debt is paid in full and until the Securities are paid in full, Holders
shall be subrogated to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A distribution made under this Article to holders of Senior Debt which
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on Senior Debt.

     

    SECTION
1708.  Relative Rights.

     

    This
Article defines the relative rights of Holders and holders of Senior Debt.
Nothing in this Indenture shall:

     

    (1)           impair,
as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities
in accordance with their terms;

     

    (2)           affect
the relative rights of Holders and creditors of the Company other than holders
of Senior Debt; or

     

    (3)           prevent
the Trustee or any Holder from exercising its available remedies upon an Event
of Default, subject to the rights of holders of Senior Debt to receive
distributions otherwise payable to Holders.

     

    If the Company fails because of this
Article to pay principal of or interest on a Security on the due date, the
failure is still a default.


    SECTION
1709.  Subordination May Not Be Impaired By Company.

     

    No right
of any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Company or by its failure to comply with this Indenture.

     

    SECTION
1710.  Distribution or Notice to Representative.

     

    Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their
Representative.

     

     

    
      
         

      

      
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    SECTION
1711.  Rights of Trustee and Paying Agent.

     

    The
Trustee or any Paying Agent may continue to make payments on the Securities
until a Responsible Officer receives written notice of facts that would cause a
payment of principal of or interest on the Securities to violate this Article.
Only the Company, a Representative or a holder of an issue of Senior Debt that
has no Representative may give the written notice.

     

    The
Trustee has no duty to the holders of Senior Debt other than as created under
this Indenture. The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not
Trustee.

     

    The
Company’s obligation to pay, and the Company’s payment of, the amounts required
by Section 606 are excluded from the operation of this Article
Seventeen.

     

    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 Indenture.

     


    
      
         


      

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

     

    HORIZON FINANCIAL CORP.

    


    


    By:

    Name:

    Title:

    


    


    WILMINGTON TRUST COMPANY, as
Trustee

    


    


    By:

    Name:

    Title:

    


     

    



    
      
         


      

      
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    EXHIBIT A

    


    FORM OF
CERTIFICATION

    EXHIBIT A-1

    


    FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED

    TO RECEIVE BEARER SECURITY OR TO OBTAIN
INTEREST

    PAYABLE PRIOR TO THE EXCHANGE
DATE

    CERTIFICATE

    


    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
(“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise                        or
its agent that such financial institution will provide a certificate within a
reasonable time stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by a financial institution for purposes of resale during
the restricted period (as defined in United States Treasury Regulations
Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution described
in clause (iii) above (whether or not also described in clause (i) or
(ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

     

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

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to [U.S.$] of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

     

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

     

    Dated:                    ,
    
[To be dated no earlier than the 15th day prior to the earlier of (i) the
Exchange Date or (ii) the relevant Interest Payment Date occurring prior to
the Exchange Date, as applicable]

     

    [Name of Person Making
Certification]

    (Authorized
Signator)

    Name:

    Title:


    
      
         


      

      
        1

         


      

      
         


      

    


    EXHIBIT
A-2

    


    FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR

    AND CLEARSTREAM S.A. IN CONNECTION WITH
THE EXCHANGE OF

    A PORTION OF A TEMPORARY GLOBAL SECURITY
OR TO

    OBTAIN INTEREST PAYABLE PRIOR TO THE
EXCHANGE DATE

    CERTIFICATE

    


    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, (U.S.$) principal amount of the
above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“United States person(s)”),
(ii) is owned by United States person(s) that are (a) foreign branches
of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed,
on its own behalf or through its agent, that we may advise                        or
its agent that such financial institution will provide a certificate within a
reasonable time stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by a
financial institution for purposes of resale during the restricted period (as
defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions
described in clause (iii) above (whether or not also described in clause
(i) or (ii)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

     

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

     

    We
further certify that (i) we are not making available herewith for exchange
(or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     

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

     

    Dated:
                    ,
    

    


    [To be
dated no earlier than the earlier of the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]

     

    


     

    


     


    
      
         


      

      
        1

         


      

      
         


      

    


    By:

    


    _____________________________________

    


    


     

     

     

     

     

    
 

    
      
         

      

      
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