EX-4.1






Exhibit 4.1




ASSOCIATED ESTATES REALTY CORPORATION TO




NATIONAL CITY BANK

Trustee




Indenture

Dated as of March 31, 1995




Senior Debt Securities




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page No.	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	SECTION 101. Definitions
	 	 	1	 
	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	10	 
	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	11	 
	 
	SECTION 104. Acts of Holders
	 	 	11	 
	 
	SECTION 105. Notices, etc. to Trustee and Company
	 	 	13	 
	 
	SECTION 106. Notice to Holders; Waiver
	 	 	13	 
	 
	SECTION 107. Effect of Headings and Table of Contents
	 	 	14	 
	 
	SECTION 108. Successors and Assigns
	 	 	14	 
	 
	SECTION 109. Separability Clause
	 	 	14	 
	 
	SECTION 110. Benefits of Indenture
	 	 	14	 
	 
	SECTION 111. Governing Law
	 	 	15	 
	 
	SECTION 112. Legal Holidays
	 	 	15	 
	 
	ARTICLE TWO SECURITIES FORMS
	 	 	15	 
	 
	SECTION 201. Forms of Securities
	 	 	15	 
	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	15	 
	 
	SECTION 203. Securities Issuable in Global Form
	 	 	16	 
	 
	ARTICLE THREE SECURITIES
	 	 	17	 
	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	17	 
	 
	SECTION 302. Denominations
	 	 	20	 
	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	20	 
	 
	SECTION 304. Temporary Securities
	 	 	23	 
	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	25	 
	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	28	 
	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	29	 
	 
	SECTION 308. Persons Deemed Owners
	 	 	31	 
	 
	SECTION 309. Cancellation
	 	 	32	 
	 
	SECTION 310. Computation of Interest
	 	 	32	 
	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	32	 






 









 






	 	 	 	 	 
	 	 	Page No.	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	32	 
	 
	SECTION 402. Application of Trust Funds
	 	 	33	 
	 
	ARTICLE FIVE REMEDIES
	 	 	34	 
	 
	SECTION 501. Events of Default
	 	 	34	 
	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	36	 
	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	37	 
	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	37	 
	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	38	 
	 
	SECTION 506. Application of Money Collected
	 	 	38	 
	 
	SECTION 507. Limitation on Suits
	 	 	39	 
	 
	SECTION 508. Unconditional Right of Holders to Receive Principal Premium, if any,
Interest and Additional Amounts
	 	 	39	 
	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	39	 
	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	40	 
	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	40	 
	 
	SECTION 512. Control by Holders of Securities
	 	 	40	 
	 
	SECTION 513. Waiver of Past Defaults
	 	 	40	 
	 
	SECTION 514. Waiver of Usury, Stay or Extension Laws
	 	 	41	 
	 
	SECTION 515. Undertaking for Costs
	 	 	41	 
	 
	ARTICLE SIX THE TRUSTEE
	 	 	41	 
	 
	SECTION 601. Notice of Defaults
	 	 	41	 
	 
	SECTION 602. Certain Rights of Trust
	 	 	42	 
	 
	SECTION 603. Not Responsible for Recitals or Issuance of Securities
	 	 	43	 
	 
	SECTION 604. May Hold Securities
	 	 	43	 
	 
	SECTION 605. Money Held in Trust
	 	 	43	 
	 
	SECTION 606. Compensation and Reimbursement
	 	 	43	 
	 
	SECTION 607. Corporate Trustee Required; Eligibility: Conflicting Interests
	 	 	44	 
	 
	SECTION 608. Resignation and Removal; Appointment of Successor
	 	 	44	 
	 
	SECTION 609. Acceptance of Appointment by Successor
	 	 	46	 
	 
	SECTION 610. Merger, Conversion, Consolidation or Succession to Business
	 	 	47	 






 









 






	 	 	 	 	 
	 	 	Page No.	 
	SECTION 611. Appointment of Authenticating Agent
	 	 	47	 
	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	48	 
	 
	SECTION 701. Disclosure of Names and Addresses of Holders
	 	 	48	 
	 
	SECTION 702. Reports by Trustee
	 	 	49	 
	 
	SECTION 703. Reports by Company
	 	 	49	 
	 
	SECTION 704. Company to Furnish Trustee Names and Addresses of Holders
	 	 	49	 
	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	 	50	 
	 
	SECTION 801. Consolidations and Mergers of Company and Sales Leases and Conveyances
Permitted Subject to Certain Conditions
	 	 	50	 
	 
	SECTION 802. Rights and Duties of Successor Corporation
	 	 	50	 
	 
	SECTION 803. Officers’ Certificate and Opinion of Counsel
	 	 	51	 
	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	51	 
	 
	SECTION 901. Supplemental Indentures without Consent of Holders
	 	 	51	 
	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	52	 
	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	53	 
	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	53	 
	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	54	 
	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	54	 
	 
	ARTICLE TEN COVENANTS
	 	 	54	 
	 
	SECTION 1001. Payment of Principal, Premium, if any, Interest and Additional Amounts
	 	 	54	 
	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	54	 
	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	56	 
	 
	SECTION 1004. Limitations on Incurrence of Debt
	 	 	57	 
	 
	SECTION 1005. Restrictions on Dividends and Other Distributions
	 	 	58	 
	 
	SECTION 1006. Existence
	 	 	58	 
	 
	SECTION 1007. Maintenance of Properties
	 	 	59	 
	 
	SECTION 1008. Insurance
	 	 	59	 
	 
	SECTION 1009. Payment of Taxes and Other Claims
	 	 	59	 
	 
	SECTION 1010. Provision of Financial Information
	 	 	59	 
	 
	SECTION 1011. Maintenance of Unencumbered Real Estate Assets
	 	 	60	 






 









 






	 	 	 	 	 
	 	 	Page No.	 
	SECTION 1012. Statement as to Compliance
	 	 	60	 
	 
	SECTION 1013. Additional Amounts
	 	 	60	 
	 
	SECTION 1014. Waiver of Certain Covenants
	 	 	61	 
	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	61	 
	 
	SECTION 1101. Applicability of Article
	 	 	61	 
	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	61	 
	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	61	 
	 
	SECTION 1104. Notice of Redemption
	 	 	62	 
	 
	SECTION 1105. Deposit of Redemption Price
	 	 	63	 
	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	63	 
	 
	SECTION 1107. Securities Redeemed in Part
	 	 	64	 
	 
	SECTION 1108. Conversion Arrangement on Call for Redemption
	 	 	64	 
	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	65	 
	 
	SECTION 1201. Applicability of Article
	 	 	65	 
	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	65	 
	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	66	 
	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	66	 
	 
	SECTION 1301. Applicability of Article
	 	 	66	 
	 
	SECTION 1302. Repayment of Securities
	 	 	66	 
	 
	SECTION 1303. Exercise of Option
	 	 	67	 
	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	67	 
	 
	SECTION 1305. Securities Repaid in Part
	 	 	68	 
	 
	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	 	 	68	 
	 
	SECTION 1401. Applicability of Article; Company’s Option to Effect Defeasance or
Covenant Defeasance
	 	 	68	 
	 
	SECTION 1402. Defeasance and Discharge
	 	 	69	 
	 
	SECTION 1403. Covenant Defeasance
	 	 	69	 
	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	70	 
	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	71	 
	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	72	 
	 
	SECTION 1501. Purposes for Which Meetings May Be Called
	 	 	72	 
	 






 









 






	 	 	 	 	 
	 	 	Page No.	 
	SECTION 1502. Call, Notice and Place of Meetings
	 	 	73	 
	 
	SECTION 1503. Persons Entitled to Vote at Meetings
	 	 	73	 
	 
	SECTION 1504. Quorum; Action
	 	 	73	 
	 
	SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	74	 
	 
	SECTION 1506. Counting Votes and Recording Action of Meetings
	 	 	75	 






 









 






ASSOCIATED ESTATES REALTY CORPORATION



Reconciliation and tie between Trust Indenture Act of 1939 (the “1939 Act”) and Indenture, dated as
of March 31, 1995




	 	 	 	 	 	 	 	 	 	 	 
	1939 Act Section	 	Indenture Section
	§ 310
	 	(a)	 	(1)	 	 	 	607	 	 
	 
	 	(a)	 	(2)	 	 	 	607	 	 
	 
	 	(b)	 	 	 	 	 	607, 608
	§ 312
	 	(c)	 	 	 	 	 	701	 	 
	§ 313
	 	(a)	 	 	 	 	 	702	 	 
	 
	 	(c)	 	 	 	 	 	702	 	 
	§ 314
	 	(a)	 	 	 	 	 	703	 	 
	 
	 	(a)	 	(4)	 	 	 	1012
	 
	 	(c)	 	(1)	 	 	 	102	 	 
	 
	 	(c)	 	(2)	 	 	 	102	 	 
	 
	 	(e)	 	 	 	 	 	102	 	 
	§ 315
	 	(b)	 	 	 	 	 	601	 	 
	§ 316
	 	(a) (last sentence)	 	101	 	(“Outstanding”)
	 
	 	(a)	 	(1)	 	(A)	 	502	 	512
	 
	 	(a)	 	(1)	 	(B)	 	513	 	 
	 
	 	(b)	 	 	 	 	 	508	 	 
	§ 317
	 	(a)	 	(1)	 	 	 	503	 	 
	 
	 	(a)	 	(2)	 	 	 	504	 	 
	§ 318
	 	(a)	 	 	 	 	 	111	 	 
	 
	 	(c)	 	 	 	 	 	111	 	 





 





			
	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 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every
qualified indenture, whether or not physically contained therein.





 









 








          INDENTURE, dated as of March 31, 1995, between ASSOCIATED ESTATES REALTY CORPORATION, an Ohio
corporation (hereinafter called the “Company”), having its principal office at 5025 Swetland Court,
Richmond Heights, Ohio 44113-1467, and National City Bank, a national banking association organized
and existing under the laws of the United States of America, as Trustee hereunder (hereinafter
called the “Trustee”), having its Corporate Trust Office at 1900 East Ninth Street, Cleveland, Ohio
44114.




RECITALS OF THE COMPANY




          The Company deems it necessary to issue from time to time for its lawful purposes senior debt
securities (hereinafter called the “Securities”) evidencing its unsecured and unsubordinated
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 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 as hereinafter provided.




          This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended,
that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.




          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 unless the
context otherwise requires:





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




     (2) all other terms used herein which are defined in the 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 GAAP; and



1









 






     (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.




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




          “Additional Amounts” means any additional amounts which are required by a Security or
by or pursuant to a Board Resolution, under circumstances specified therein, to be paid by the
Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.




          “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have 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 any Security established pursuant to Section 201 which is
payable to bearer.




          “Board of Directors” means the board of directors of the Company, the executive
committee or any committee of that board duly authorized to act hereunder.




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




          “Business Day”, when used with respect to any Place of Payment 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



2









 






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.




          “CEDEL” means Centrale de Livraison de Valeurs Mobilieres, S.A., or its successor.




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




          “Common Shares” means, with respect to any Person, capital stock issued by such Person
other than Preferred Shares.




          “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 its Chairman of the Board, the President or a Vice
President, and by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee.




          “Consolidated Income Available for Debt Service” “Consolidated Income Available for
Debt Service” for any period means Consolidated Net Income of the Company and its Subsidiaries (a)
plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries,
(ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of
debt discount, and (iv) depreciation and amortization, and (b) adjusted, as appropriate, for (i)
the effect of any noncash charge resulting from a change in accounting principles in determining
Consolidated Net Income for such period and (ii) the effect of equity in net income or loss of
joint ventures in which the Company owns an interest to the extent not providing a source of, or
requiring a use of, cash, respectively.




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




          “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the
government of the country which issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking community, (ii)
the ECU both within the European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit (or corporate
currency) other than the ECU for the purposes for which it was established.




3









 








          “Corporate Trust Office” means the office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which office at the date
hereof is located at 1900 East Ninth Street, Cleveland, Ohio 44114.




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




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




          “Custodian” has the meaning specified in Section 501.




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




          “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 the payment of
public and private debts.




          “ECU” means the European Currency Unit as defined and revised from time to time by the
Council of the European Communities.




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




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




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




          “Event of Default” has the meaning specified in Article Five.




          “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the ECU, issued by the government of one or more countries other



4









 






than the United States of America or by any recognized confederation or association of such
governments.




          “Funds from Operations” for any period means the Consolidated Net Income of the
Company and its Subsidiaries for such period without giving effect to depreciation and
amortization, gains or losses from extraordinary items, gains or losses on sales of real estate,
gains or losses on investments in marketable securities and any provision/benefit for income taxes
for such period, plus funds from operations of unconsolidated joint ventures, all determined on a
consistent basis in accordance with GAAP.




          “GAAP” means generally accepted accounting principles, as in effect from time to time,
as used in the United States applied on a consistent basis.




          “Government Obligations” means securities which are (i) direct obligations of the
United States of America or the government which 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 which 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 which relate solely to other series of Securities for which such Person is 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



5









 






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 which by its
terms bears interest only after Maturity, shall mean interest payable after Maturity, and, when
used with respect to a Security which provides for the payment of Additional Amounts pursuant to
Section 1012, includes such Additional Amounts.




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




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




          “Maximum Annual Service Charge” as of any date means the maximum amount which may
become payable in any period of 12 consecutive calendar months from such date for interest on, and
required amortization of, Debt. The amount payable for amortization shall include the amount of any
sinking fund or other analogous fund for the retirement of Debt and the amount payable on account
of principal on any such Debt which matures serially other than at the final maturity date of such
Debt.




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board of
Directors, 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 counsel for the
Company or who may be an employee of or other counsel for the Company and who shall be satisfactory
to the Trustee.




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




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





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




     (ii) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in



6









 






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 provision therefor satisfactory
to the Trustee has been made;




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




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




     (v) Securities converted into Common Shares or Preferred Shares pursuant to or in
accordance with this Indenture if the terms of such Securities provide for convertibility
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 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 Trustee shall be protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.




7









 








          “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities or coupons on behalf of the Company.




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




          “Place of Payment”, when used with respect to the Securities of or within any series,
means the place or places where the principal of (and premium, 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.




          “Preferred Shares” means, with respect to any Person, capital stock issued by such
Person that is entitled to a preference or priority over any other capital stock issued by such
Person upon any distribution of such Person’s assets, whether by dividend or upon liquidation.




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




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




          “Registered Security” shall mean any Security which is registered in the Security
Register.




          “Regular Record Date” for the 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 at the
option of the Holder, 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 at the
option of the Holder, the price at which it is to be repaid by or pursuant to this Indenture.




          “Responsible Officer”, when used with respect to the Trustee, means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee
of the board of directors, the president, any vice president (whether or not designated by a number
or a word or words added before or after the title “vice president”), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant



8









 






cashier, any trust officer or assistant trust officer, the controller or any other officer of
the Trustee customarily performing functions similar to those performed by any of the above
designated officers.




          “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 any series as to which such Person is not Trustee.




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




          “Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (as
defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933) of
the Company.




          “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”, when used with respect to any Security or any installment of
principal thereof or interest thereon, means 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 a corporation a majority of the outstanding voting stock of which
is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the
Company. For the purposes of this definition, “voting stock” means stock having voting power for
the election of directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.




          “Total Assets” as of any date means the sum of (i) the Company’s Undepreciated Real
Estate Assets and (ii) all other assets of the Company determined in accordance with generally
accepted accounting principles (but excluding accounts receivable and total assets intangibles).




          “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,




9









 








“Trustee” as used with respect to the Securities of any series shall mean only the Trustee
with respect to Securities of that series.




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




          “Unencumbered Real Estate Asset Value” means as of any date the sum of (i) the
Company’s Undepreciated Real Estate Assets as of the end of the calendar quarter covered in the
Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if said filing is not required under the Securities
Exchange Act of 1934, as amended, with the Trustee) prior to such date which Undepreciated Real
Estate Assets are unencumbered by any mortgage, lien, charge, pledge or security interest and (ii)
the purchase price of any real estate assets that are unencumbered by any mortgage, lien, charge,
pledge, or security interest and were acquired by the Company or any Subsidiary since the end of
such calendar quarter.




          “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 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 redetermination 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 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 (including certificates delivered pursuant to Section 1011) shall include:




10









 









     (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 satisfied or complied with; and




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



          SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion 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, either in person or by proxies duly appointed in writing, at any meeting
of Holders of Securities of such series duly called and held in accordance with the provisions
of Article Fifteen, or a combination of such instruments and any such record.





11









 







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 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 approved in any other reasonable manner which the Trustee deems sufficient.




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




          (d) The ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee 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 which 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,




12









 







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





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




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




          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



13









 




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 New York and in such other city or cities as may be specified in such
Securities 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, 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 the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.




14









 








          SECTION 111. Governing Law. This Indenture and the Securities and coupons shall be governed by and construed in
accordance with the law of the State of Ohio. 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 112. 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 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 which specifically states that such
provision shall apply in lieu hereof), payment of interest or any Additional Amounts or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at
the Stated Maturity or Maturity, 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, 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, of each
series and related coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, 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 executing such Securities or
coupons, as evidenced by their execution of such Securities or coupons.




          SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:




15









 








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




	 	 	 	 	 
	 	NATIONAL CITY BANK, 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. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been or is,
delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of
a Security in global form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.




          The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global 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 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 CEDEL.



16









 







ARTICLE THREE




SECURITIES




          SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, 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 the series when issued from time to time):






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




     (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);




     (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 the series shall be payable;




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




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




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



17









 






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




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




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




     (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal
amount of Securities of 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 Foreign Currencies in which payment
of the principal of (and premium, if any) or interest or Additional Amounts, if any, on the
Securities of the series shall be payable or in which the Securities of the series shall be
denominated;




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




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



18









 






     (14) provisions, if any, granting special rights to the Holders of Securities of 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 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 the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of
the series may be exchanged for Registered Securities of the series and vice versa (if
permitted by applicable laws and regulations), whether any Securities of the series are to
be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305, and, if Registered Securities of the series are to be
issuable as a global Security, the identity of the depositary for such series;




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




     (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;




     (19) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of 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) if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered;



19









 






     (22) whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1012 on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of such term) in respect
of any tax, assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and the terms of
any such option);




     (23) the obligation, if any, of the Company to permit the conversion of the Securities
of such series into the Company’s Common Shares or Preferred Shares (and the class thereof),
as the case may be, and the terms and conditions upon which such conversion shall be
effected (including, without limitation, the initial conversion price or rate, the
conversion period, any adjustment of the applicable conversion price and any requirements
relative to the reservation of such shares for purposes of conversion; and




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



          All Securities of any one series and the coupons appertaining to any Bearer Securities of such
series shall be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 303) and set forth in such Officers’ Certificate or in any such 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 Officers’ Certificate setting forth the terms of the Securities of
such series.




          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
and the Bearer Securities of such series, other than Bearer Securities issued in global form (which
may be of any denomination), shall be issuable in denominations of $5,000.




          SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the
Company by its Chairman of the Board, its President or one of its Vice Presidents and attested by
its Secretary or one of its Assistant Secretaries. 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.




20









 








          Securities or coupons 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 CEDEL, 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. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its original issuance
of such beneficial owner’s interest in such permanent global Security. 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 cancelled.




          If all 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 TIA Section 315(a) through
315(d)) shall be fully protected in relying upon,





     (i) an Opinion of Counsel stating that




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




     (b) the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and



21









 






     (c) such Securities, together with any coupons appertaining thereto, when
completed by appropriate insertions 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, except as limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting the
enforcement of creditors’ rights generally and general equitable principles; and




     (ii) an Officers’ Certificate stating that all conditions precedent provided for in
this Indenture relating to the issuance of the Securities have been complied with and that,
to the best of the knowledge of the signers of such certificate, no Event of Default with
respect to any of the Securities shall .have occurred and be continuing.


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




          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 an
Officers’ Certificate otherwise required pursuant to Section 301 or a Company Order, or 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 certificates,
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.




          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 shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security or 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 signatory, 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 and 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.




22









 








          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
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, 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 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 in or pursuant to a Board Resolution, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than through the facilities
of The Depository Trust Company. If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary (the “Common
Depositary”), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may direct).




          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 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 like tenor as the
portion of such temporary global Security to be Depositary 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 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





23











 




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 Depositary, 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 held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of
such temporary global Security 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 CEDEL, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or CEDEL, 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 and CEDEL, 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 CEDEL. 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 and CEDEL on such Interest Payment Date upon
delivery by Euroclear and CEDEL 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 CEDEL, 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




24









 




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 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 and CEDEL and not paid as herein provided shall be returned, prior to the
expiration of two years after such Interest Payment Date, (i) to the Trustee, in order to be repaid
to the Company, if originally paid by the Trustee, and (ii) to the Company if originally paid by
the Company. The Trustee shall be under no duty to make any inquiry of either Euroclear or CEDEL as
to whether any such interest remains unpaid.




          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 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.




          Subject to the provisions of this Section 305, upon surrender for registration of transfer of
any Registered Security of any series at any agency 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
which 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 by the applicable Board Resolution and (subject to Section 303) set
forth in the applicable Officers’ Certificate, or in any indenture supplemental





25









 







hereto, delivered
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 portion of
such payment equal to the face amount of such surrendered coupon, 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 of this
Indenture Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.




          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
depositary for any permanent global Security is The Depository Trust Company (“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 depositary for the
applicable global Security or Securities or if at any time DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to such global Security
or Securities. If (x) a successor depositary 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





26









 







Security or Securities advise DTC to cease acting
as depositary 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, 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 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 depositary 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 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 Company
and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing.




          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other




27









 







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, 1107 or 1305 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,
register the transfer of or exchange any Security which has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so repaid.




          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, 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 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 the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to




28









 







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, 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 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 CEDEL, as the case may be, with respect to that portion of such permanent global Security
held for its account by Cede & Co. or the Common Depositary, 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.




29









 








          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 for the payment of such Defaulted Interest which
shall be nut more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such series at his
address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an Authorized Newspaper in
each Place of Payment, but such publications shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities)



30









 






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 notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee. Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.



          SECTION 308. Persons Deemed Owners. Prior to due presentment of a 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, 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.




          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




31









 







effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder,
with respect to such global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominee) as Holder of such global Security.




          SECTION 309. Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of
the Holder, 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 surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has
not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. 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 cancelled 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 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 1012), 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 which have been
destroyed, lost or stolen and which have been replaced or paid as provided in



32









 






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 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 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,
if any) and interest, and any Additional Amounts with respect thereto, to the date
of such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;




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




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




          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




33









 







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, 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.




ARTICLE FIVE




REMEDIES




          SECTION 501. Events of Default. “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 hall 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 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, 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 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 60 days
after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in 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) if any event of default under any bond, debenture, note or of evidence of
indebtedness of the Company (including an event of default with respect to any other series
of securities), or under any mortgage, indenture or other instrument of the Company under
which there may be issued or by which there may be secured or evidenced any indebtedness of
the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for
which the Company is directly responsible or liable as obligor or guarantor), whether such
indebtedness now exists or shall hereafter be created, shall happen and shall result in an
aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable
prior to the date on which it



34









 






would otherwise have become due and payable, without such
indebtedness having been discharged, or such acceleration having been waived, rescinded or
annulled, within a period of 10 days after there shall have been given, by registered or
certified mail, to the Company by the trustee or to the Company and the Trustee by the
Holders of at least 10% in principal amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the Company to cause such indebtedness
to be discharged or cause such acceleration to be rescinded or annulled and stating that
such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601,
the Trustee shall not be deemed to have knowledge of such default unless either (A) a
Responsible Officer of the Trustee shall have actual knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company, from any Holder, from
the holder of any such indebtedness or from the trustee under any such mortgage, indenture
or other instrument; or




          (6)
the Company or any Significant Subsidiary of 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 fall or substantially
all of its property, or




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




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




               (A) is for relief against the Company or any Significant Subsidiary of the
Company in an involuntary case,




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




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




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


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.




35









 








          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default 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 principal amount of the Outstanding Securities of that series declare the principal (or, if
any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of 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 are
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, 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, if any) or interest on Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.


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




36









 








          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, 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, if any) and interest and Additional
Amounts, with interest upon any overdue principal (and premium, 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, 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, if any)



37









 






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 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, 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, 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,



38









 






according to the
aggregate amounts due and payable on such Securities and coupons for principal (and
premium, 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 reasonably
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.




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




39









 







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 had been instituted.




          SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to 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 acquiring upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or 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 which is not
inconsistent with such direction, and




     (3) the Trustee need not take any action which might involve it in personal liability
or be unduly prejudicial to the Holders of Securities of such series not joining therein.



          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 waive any past default hereunder with respect to such series and its consequences, except a
default





     (1) in the payment of the principal of (or premium, if any) or interest on or
Additional Amounts payable in respect of any Security of such series or any related coupons,
or



40









 






     (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 Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent 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
any undertaking to pay the. costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 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, if any) or interest on any Security on
or after the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on 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 known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest 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




41









 







default or breach of the
character specified in Section 501(4), no such notice to Holders shall be given until at least 60
days after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to the Securities of such series.




          SECTION 602. Certain Rights of Trust. Subject to the provisions of TIA Section 315(a) through 315(d):





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




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




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




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




     (5) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by 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 reasonably satisfactory to
the Trustee against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;




     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, 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;




     (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee



42









 






shah not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and




     (8) 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 indemnity against such risk or liability is not assured to it.




          Except during the continuance of an Event of Default, the Trustee undertakes to perform only
such duties as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.




          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 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 any money
received by it hereunder except as otherwise agreed in writing with the Company.




          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 (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and
any predecessor Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and



43









 






disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and




     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or bad faith on
its own part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder.



          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(6) or
Section 501(7), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.




          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, if
any) or interest on particular Securities or any coupons.




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




          SECTION
607. Corporate Trustee Required; Eligibility: Conflicting Interests. There shall at all times be a Trustee hereunder which 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.
If such corporation 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
corporation 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.




44









 








          (d) If at any time:





          (1) the Trustee shall fail to comply with the provisions of 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 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.




45









 








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




          (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.




46









 








          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 which 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 which 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, 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
acceptable to the Company and 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 $50,000,000 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 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




47









 







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 which shall be acceptable to the Company and shall
give notice of such appointment to all Holders of Securities of 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 referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	as Authenticating Agent
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Officer	 	 






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 shall be held accountable by reason of the disclosure
of any




48









 







information as to the names and addresses of the Holders of Securities 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 May 15 of each year commencing with the first May 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 May 15 if
required by TIA Section 313(a).




          SECTION 703. Reports by Company. The Company will:




          (1) file with the Trustee, within 15 days after ; e Company s required to file the same
with the Commission, copies o the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934; 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 which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934 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 he Trustee and he 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) and (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,
semiannually, upon such dates as are set forth in the Board Resolution or indenture supplemental
hereto authorizing such series, and




49









 








          (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 such list is furnished,



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




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, merge with or into any corporation, provided that in any such case, (i) either the
Company shall be the continuing corporation, or the successor shall be a corporation organized and
existing under the laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and punctual of the principal of (and premium, if any) and any
interests, if, payable in respect of, all of the Securities, according to their tenor, and the due
and punctual performance and observance of all 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 corporation and (ii)
immediately after giving effect to such transaction and treating any indebtedness which becomes n
obligation of the Company or an Subsidiary as 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 which, 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 corporation, such successor corporation 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 corporation, except in the event of a lease, shall be relieved
of any further obligation under this Indenture and the Securities. Such successor corporation
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 which the ___shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such successor
corporation, 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 which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation 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.




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          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 corporation, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been complied with.




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) 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 or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities,



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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 change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; 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 Common Shares or Preferred Shares, as the case may be; 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
which shall not be inconsistent with the provisions of this Indenture, provided 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




     (10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; provided 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. With the consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities and any related coupons under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby:





     (1) change the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on, any Security; or reduce the principal amount



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thereof or the rate or amount of interest thereon or any Additional Amounts payable in
respect thereof, or any premium payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 1012 (except as
contemplated by Section 801 and permitted by Section 901), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Security, or change any Place of Payment where,
or the currency or currencies, currency unit or units or composite currency or currencies in
which, any Security or any premium 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 reduce the requirements of Section 1504 for
quorum or voting, or




     (3) modify any of the provisions of this Section, Section 513 or Section 1013, except
to increase the percentage required 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.



          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.




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




          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 stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.




          SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance





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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 Trust Indenture Act 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.




ARTICLE TEN




COVENANTS




          SECTION 1001. Payment of Principal, Premium, 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, 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 1012 in respect of principal of (or
premium, 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 Borough of Manhattan, City of New York,
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
registration of transfer, where Securities of that series may be surrendered for exchange, where
notices and demands to or upon the Company in respect of the




54









 







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 which 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 1012) or conversion; provided,
however, that if the Securities of that series are listed on the Luxembourg 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
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 a Place of Payment for that series located outside the United States an
office or agency where any Registered 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 1012) or conversion 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 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 payable in respect of Securities of such series pursuant to Section 1012) shall
be made at the office of the Company’s Paying Agent in The Borough of Manhattan, City of New York,
if (but only if) payment in Dollars of the full amount of such principal, premium, interest or
Additional Amounts, 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 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




55









 







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 with respect to a series of Securities, the Company hereby designates as a Place of
Payment for each series of Securities the office or agency of the Company in The Borough of
Manhattan, The City of New York, and initially appoints the Trustee, at its offices located at 120
Broadway, 33rd Floor, New York, New York 10271, as Paying Agent in such city and as its agent to
receive all such presentations, surrenders, notices and demands.




          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, 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, 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, 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, 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 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, if any) or
interest on Securities 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 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, if any) or
interest; and



56









 






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



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





     (a) The Company will not, and will not permit any Subsidiary to, incur any Debt
if, immediately after giving effect to the incurrence of such additional Debt, the
aggregate principal amount of all outstanding Debt of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is greater
than 65% of the sum of (i) the Company’s Total Assets as of the end of the calendar
quarter prior to the incurrence of such additional Debt and (ii) the purchase price
of all real estate assets acquired by the Company or any Subsidiary since the end of
such calendar quarter, including those obtained in connection with the incurrence of
such additional Debt;




     (b) In addition to the limitation set forth in subsection (a) of this Section
1004, the Company will not, and will not permit any Subsidiary to, incur any Debt if
the ratio of the consolidated income available for debt service to the annual
service charge for the four consecutive fiscal quarters most recently ended prior to
the date such additional Debt is to be incurred shall have been less than 1.5 to 1
on a pro forma basis after giving effect thereto and to the application of proceed
therefrom.



57









 






     (c) The Company will not incur any secured debt if immediately after giving
effect to the occurrence of such additional debt, the aggregate principal amount of
outstanding secured debt of the Company and its Subsidiaries on a consolidated basis
is greater than 40% of the sum of (i) the Company’s Total Assets as of the end of
the most recent calendar quarter prior to the incurrence of such additional debt,
and (ii) the purchase price of any real estate assets acquired by the Company since
the end of such calendar quarter, including those obtained in the connection with
the incurrence of such additional debt.




     (d) For purposes of this Section 1004, Debt shall be deem to be “incurred” by
the Company or a Subsidiary whenever the Company or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof.



          SECTION 1005. Restrictions on Dividends and Other Distributions. The Company will not,
in respect of any shares of any class of its capital stock, (a) declare or pay any dividends (other
than dividends payable in capital stock of the Company) thereon, (b) apply any of is property or
assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any
sum for the purchase, redemption or other acquisition or retirement thereof, or (d) make any other
distribution, by reduction of capital or otherwise if, immediately after such declaration or other
action referred to above, the aggregate of all such declarations and other actions since the date
on which this Indenture was originally executed shall exceed the sum of (i) Funds from Operations
from December 31, 1993 until the end of the calendar quarter covered in the Company’s Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the
Trustee) prior to such declaration or other action and (ii) $20,000,000; provided,
however, that the foregoing limitation shall not apply to any declaration or other action
referred to above which is necessary to maintain the Company’s status as a “real estate investment
trust” under the Internal Revenue Code of 1986, as amended, if the aggregate principal amount of
all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP at such time is less than 65% of the Company’s Undepreciated Real Estate
Assets as of the end of the calendar quarter covered in the Company’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if
such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to
such declaration or other action.




          Notwithstanding the foregoing, the provisions of this Section 1005 will not prohibit the
payment of any divided within 30 days of the declaration thereof if at such date of declaration
such payment would have complied with the provisions hereof.




          SECTION 1006. Existence. Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises; 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 that
the loss thereof is not disadvantageous in any material respect to the Holders.




58









 








          SECTION 1007. Maintenance of Properties. The Company will cause all of its 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 for value its properties in the ordinary course of its business.




          SECTION
1008. Insurance. The Company will, and will cause each of its Subsidiaries to, keep all of
its insurable properties insured against loss or damage at least equal to their then full insurable
value with financially sound and reputable insurance companies.




          SECTION 1009. 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 which, if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings.




          SECTION 1010. Provision of Financial Information. The Company will, to the extent
permitted under the Securities Exchange Act of 1934, whether or not the Company is subject to
Section 13 or 15 (d) of the Securities Act of 1934, file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been required to file with the
Commission pursuant to such Section 13 or 15 (d) (the “Financial Statements”) if the Company were
so subject, such documents to be filed with the Commission on or prior to the respective dates (the
“Required Filing Dates”) by which the Company would have been required so to file such documents if
the Company were so subject.




          The Company will also in any event (x) within 15 days of each Required Filing Date (i)
transmit by mail to all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders copies of the annual reports and quarterly reports which the Company
would have been required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections, and (ii) file with
the Trustee copies of the annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such under the Securities Exchange
Act of 1934, promptly upon written request and payment of the reasonable cost of duplication and
delivery, supply copies of such documents to any prospective Holder.




59









 








          SECTION 1011. Maintenance of Unencumbered Real Estate Assets. The Company will
maintain an Unencumbered Real Estate Asset Value of not less than 150% of the aggregate principal
amount of all outstanding Debt of the Company and its Subsidiaries that is unsecured.




          SECTION 1012. 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 1011, such compliance shall be determined without regard to any period of
grace or requirement of notice under this Indenture.




          SECTION 1013. 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 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 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 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
required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the
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




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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 for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them or
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 1014. Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 1004 to 1011,
inclusive, 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 which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for 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 referred to in
Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed. 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 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 on the same day 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 (excluding any such Outstanding Securities
held by the Company or any of its Subsidiaries), by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral




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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.




          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 which has been or
is to be redeemed.




          SECTION 1104. Notice of Redemption. Notice of redemption shall be given in the manner
provided in Section 106, 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, the notice which relates to
such Security shall state 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



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Redemption Date, are to be surrendered for payment of the Redemption Price and accrued
interest, if any, or for conversion,




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to
the date fixed for redemption or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price, unless security or indemnity satisfactory to the
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 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, and




     (11) if applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such Securities, the
then existing conversion price or rate, and the date and time when the option to convert
shall expire.



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




          SECTION 1105. Deposit of Redemption Price. At or prior to 10:00 a.m. on 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 which are to be redeemed on that date.




          SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified 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, if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) 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




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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, if any, to 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 into Common Shares or Preferred Shares, 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.




          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, un1ess 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, 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 Registered Security which 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.




          SECTION 1108. Conversion Arrangement on Call for Redemption. In connection with any
redemption of Securities, the Company may arrange for the purchase and conversion of any Securities
called for redemption by an agreement with one or more investment bankers or other purchasers to
purchase such Securities by paying to the Trustee or the Paying Agent in trust for the Holders of
Securities, on or before 10:00 a.m. New York time on the Redemption Date, an amount not less than
the Redemption Price, together with interest, if any,




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accrued to the Redemption Date of such Securities, in immediately available funds.
Notwithstanding anything to the contrary contained in this Article Eleven, the obligation of the
Company to pay the Redemption Price of such Securities, including all accrued interest, if any,
shall be deemed to be satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Securities not duly surrendered for
conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such Holders and surrendered by such
purchasers for conversion, all as of immediately prior to the close of business on the last day on
which Securities of such series called for redemption may be converted in accordance with this
Indenture and the terms of such Securities, subject to payment to the Trustee or Paying Agent of
the above described amount. The Trustee or the Paying Agent shall hold and pay to the Holders whose
Securities are selected for redemption any such amount paid to it in the same manner as it would
pay moneys deposited with it by the Company for the redemption of Securities. Without the Trustee’s
and the Paying Agent’s prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set
forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from,
and hold them harmless against, any loss, liability or expense arising out of or in connection with
any such arrangement for the purpose and conversion of any Securities between the Company and such
purchasers, including the costs and expenses incurred by the Trustee and the Paying Agent
(including the fees and expenses of their agents and counsel) in the defense of any claim or
liability arising out of or in connection with the exercise or performance of any of their powers,
duties, responsibilities or obligations under this Indenture.




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 the 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
which have been redeemed either at the election of the Company pursuant to the terms of




65









 







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.




          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 optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so
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 Sections 1106 and 1107.




ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




          SECTION 1301. Applicability of Article. Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms
of such Securities, if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.




          SECTION 1302. Repayment of Securities. Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that at or prior to 10:00 a.m. on the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so




66









 







provided by the terms of the Securities of any series, a percentage of the principal) of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.




          SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the
option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of
such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee
must receive at the Place of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the “Option to Elect Repayment” form on the
reverse thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in
writing) or (2) a telegram, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc. (“NASD”), or a
commercial bank or trust company in the United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal amount of the Security to be repaid,
the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that
the option to elect repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse
of the Security, will be received by the Trustee not later than the fifth Business Day after the
date of such telegram, facsimile transmission or letter; provided, however, that
such telegram, facsimile transmission or letter shall only be effective if such Security and form
duly completed are received by the Trustee by such fifth Business Day. If less than the entire
principal amount of such Security is to be repaid in accordance with the terms of such Security,
the principal amount of such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is a part. Except as
otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived
by the Company.




          SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) 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 repaid,
except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued




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interest, if any, to the Repayment Date; provided, however, that coupons whose
Stated Maturity is on or prior to the Repayment 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 pursuant to Section 301, only upon presentation and surrender of such coupons;
and provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment thereof) to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 307.




          If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 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 as provided in the preceding sentence, 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 the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal. amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.




          SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security
which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion
of the principal of such Security so surrendered which is not to be repaid.




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, 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




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Company may at its option by Board Resolution, at any time, with respect to such Securities
and any coupons appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto 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 which 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, 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 1012, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder 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 1004 to 1011, 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 1004 to 1011, 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,




69









 







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 (or another trustee satisfying the requirements of Section 607 who shall
agree to comply with the provisions of this Article Fourteen applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such
Securities and any coupons appertaining thereto, (1) an amount in 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) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before
the due date of any payment of principal of (and premium, if any) and interest, if
any, on such Securities and any coupons appertaining thereto, money in an amount, or
(3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any coupons appertaining thereto on the Stated Maturity
of such principal or installment of principal or interest and (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.




     (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.




     (c) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(6) and 501(7) 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).



70









 






     (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) 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 which 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, if any) and interest and




71









 







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
thereto shall be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as specified below in
the case of any such election) the amount or other property deposited in respect of such Security
into the currency 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
which 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, subject to Section 606, 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
which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this 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.




72









 








          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
Cleveland, State of Ohio, or in London 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 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have 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 Cleveland, State of Ohio, or in London 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 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 days prior to the date on which the meeting
is scheduled to be reconvened.




73









 








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 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




74









 







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




          (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 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.




*  *  *  *  *




75









 








          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.




76









 





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




	 	 	 	 	 
	 	ASSOCIATED ESTATES REALTY CORPORATION

 	 
	 	By:  	/s/ Jeffrey I. Friedman
 	 
	 	 	Jeffrey I. Friedman 	 
	 	 	Title:  	President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	/s/ Martin A. Fishman, Secretary	 	 
	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	 	NATIONAL CITY BANK, as Trustee

 	 
	 	By:  	/s/ N. Hartofillis
 	 
	 	 	N. Hartofillis 	 
	 	 	Title:  	Trust Officer 	 
	 



	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	/s/ Patricia Rytel	 	 
	 	 	 
	Title:

	 	Assistant Vice President	 	 






77









 






	 	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)

)	 	 	

ss:
	COUNTY OF OHIO

	 	 	)	 	 	 






          On the 10th day of April, 1995, before me personally came JEFFREY I. FRIEDMAN, to me known,
who being by me duly sworn, did depose and say that he resides at Cleveland, Ohio, that he is the
President and Chief Executive Officer of ASSOCIATED ESTATES REALTY CORPORATION, one of the
corporations described in and which executed the foregoing instrument and that he signed his name
thereto by authority of the Board of Directors of said corporation.




[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	/s/ Lisa A. Lorenzo
 	 
	 	Notary Public State of Ohio 	 
	 	COMMISSION EXPIRES 	 
	 



	 	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)

)	 	 	

ss:
	COUNTY OF OHIO

	 	 	)	 	 	 





On the 6th day of April, 1995, before me personally came N. HARTOFILLIS, to me known, who, being by
me duly sworn, did depose and say that she resides at Cleveland, Ohio, that she is a Trust Officer
of NATIONAL CITY BANK, one of the corporations described in and which executed the foregoing
instrument and that she signed her name thereto by authority of the Board of Directors of said
corporation.




[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	/s/ Natalie A. Steberger
 	 
	 	Notary Public State of Ohio 	 
	 	COMMISSION EXPIRES 	 



78









 






	 	 	 	 	 



EXHIBIT A

FORMS 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 2.165-12(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 Associated Estates Realty Corporation or its agent
that such financial institution will 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 United States or foreign financial institution(s) 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, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person 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




79









 







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:                                          19__



[To be dated no earlier than the 15th day prior to (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:	 	 






80









 






EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CEDEL 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 U.S. 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 Associated Estates Realty Corporation or its agent that such financial
institution will 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 United
States or foreign financial institution(s) 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, to the further
effect, that 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.




81









 








          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:
                    , 19___



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




	 	 	 	 	 	 	 
	 	 	[Morgan Guaranty Trust Company of New York, 

Brussels Office,] as	 	 
	 	 	Operator of the	 	 
	 	 	Euroclear System	 	 
	 	 	[Cedel S.A.]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 







82