exv4w2






Exhibit 4.2




 





DELPHI FINANCIAL GROUP, INC.




and




     ,




as Trustee




 






INDENTURE




Dated as of




 






Senior Debt Securities




 





 









 





          Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of      .




	 	 	 	 	 
	Trust Indenture	 	 
	   Act Section	 	Indenture Section
	§ 310

	 	(a)
	 	 609
	 

	 	(b)
	 	 608, 610
	 

	 	(c)
	 	 Not Applicable
	§ 311

	 	(a)
	 	 613
	 

	 	(b)
	 	 613
	 

	 	(c)
	 	 Not Applicable
	§ 312

	 	(a)
	 	 701, 702(a)
	 

	 	(b)
	 	 702(b)
	 

	 	(c)
	 	 702(c)
	§ 313

	 	(a)
	 	 703(a)
	 

	 	(b)
	 	 703(b)
	 

	 	(c)
	 	 703(b)
	 

	 	(d)
	 	 703(c)
	§ 314

	 	(a)
	 	 704
	 

	 	(b)
	 	 Not Applicable
	 

	 	(c)
	 	 102
	 

	 	(d)
	 	 Not Applicable
	 

	 	(e)
	 	 102
	 

	 	(f)
	 	 Not Applicable
	§ 315

	 	(a)
	 	 601
	 

	 	(b)
	 	 602, 703(b)
	 

	 	(c)
	 	 601(b)
	 

	 	(d)
	 	 601(c)
	 

	 	(e)
	 	 514
	§ 316

	 	(a)(1)
	 	 512, 513
	 

	 	(b)
	 	 508
	 

	 	(c)
	 	 104(d)
	§ 317

	 	(a)(1)
	 	 503
	 

	 	(a)(2)
	 	 504
	 

	 	(b)
	 	 903
	§ 318

	 	(a)
	 	 107







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






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS

	OF GENERAL APPLICATION

	 
	 	 	 	 
	SECTION 101. Definitions

	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions

	 	 	7	 
	SECTION 103. Form of Documents Delivered to Trustee

	 	 	7	 
	SECTION 104. Acts of Holders

	 	 	8	 
	SECTION 105. Notices, Etc., to Trustee and Company

	 	 	9	 
	SECTION 106. Notice to Holders; Waiver

	 	 	9	 
	SECTION 107. Conflict with Trust Indenture Act

	 	 	9	 
	SECTION 108. Effect of Headings and Table of Contents

	 	 	10	 
	SECTION 109. Successors and Assigns

	 	 	10	 
	SECTION 110. Separability Clause

	 	 	10	 
	SECTION 111. Benefits of Indenture

	 	 	10	 
	SECTION 112. Governing Law

	 	 	10	 
	SECTION 113. Legal Holidays

	 	 	10	 
	SECTION 114. References to Currency

	 	 	10	 
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	SECURITY FORMS

	 
	 	 	 	 
	SECTION 201. Forms Generally

	 	 	11	 
	SECTION 202. Form of Trustee’s Certificate of Authentication

	 	 	11	 
	SECTION 203. Securities Issuable in the Form of a Global Security

	 	 	11	 
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series

	 	 	13	 
	SECTION 302. Denominations

	 	 	16	 
	SECTION 303. Execution, Authentication, Delivery and Dating

	 	 	16	 
	SECTION 304. Temporary Securities

	 	 	17	 
	SECTION 305. Registration, Registration of Transfer and Exchange

	 	 	18	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities

	 	 	19	 
	SECTION 307. Payment of Interest; Interest Rights Preserved

	 	 	19	 
	SECTION 308. Persons Deemed Owners

	 	 	20	 
	SECTION 309. Cancellation

	 	 	20	 
	SECTION 310. Computation of Interest

	 	 	21	 






-i-









 






	 	 	 	 	 
	 	 	Page
	ARTICLE FOUR

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture

	 	 	21	 
	SECTION 402. Application of Trust Funds; Indemnification

	 	 	22	 
	SECTION 403. Defeasance and Discharge of Indenture

	 	 	23	 
	SECTION 404. Defeasance of Certain Obligations

	 	 	24	 
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	SECTION 501. Events of Default

	 	 	25	 
	SECTION 502. Acceleration of Maturity: Rescission and Annulment

	 	 	26	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee

	 	 	27	 
	SECTION 504. Trustee May File Proofs of Claim

	 	 	28	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities

	 	 	29	 
	SECTION 506. Application of Money Collected

	 	 	29	 
	SECTION 507. Limitation on Suits

	 	 	29	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest

	 	 	30	 
	SECTION 509. Restoration of Rights and Remedies

	 	 	30	 
	SECTION 510. Rights and Remedies Cumulative

	 	 	30	 
	SECTION 511. Delay or Omission Not Waiver

	 	 	31	 
	SECTION 512. Control by Holders

	 	 	31	 
	SECTION 513. Waiver of Past Defaults

	 	 	31	 
	SECTION 514. Undertaking for Costs

	 	 	32	 
	SECTION 515. Waiver of Stay or Extension Laws

	 	 	32	 
	 
	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	SECTION 601. Certain Duties and Responsibilities

	 	 	32	 
	SECTION 602. Notice of Defaults

	 	 	33	 
	SECTION 603. Certain Rights of Trustee

	 	 	34	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities

	 	 	35	 
	SECTION 605. May Hold Securities

	 	 	35	 
	SECTION 606. Money Held in Trust

	 	 	35	 
	SECTION 607. Compensation and Reimbursement

	 	 	35	 
	SECTION 608. Disqualification; Conflicting Interests

	 	 	36	 
	SECTION 609. Corporate Trustee Required; Eligibility

	 	 	36	 
	SECTION 610. Resignation and Removal; Appointment of Successor

	 	 	36	 
	SECTION 611. Acceptance of Appointment by Successor

	 	 	38	 






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	 	 	Page
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business

	 	 	39	 
	SECTION 613. Preferential Collection of Claims Against Company

	 	 	39	 
	 
	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders

	 	 	39	 
	SECTION 702. Preservation of Information; Communications to Holders

	 	 	40	 
	SECTION 703. Reports by Trustee

	 	 	41	 
	SECTION 704. Reports by Company

	 	 	42	 
	 
	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 
	AMENDMENTS & SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	SECTION 801. Amendments or Supplemental Indentures without Consent of Holders

	 	 	42	 
	SECTION 802. Amendments or Supplemental Indentures with Consent of Holders

	 	 	43	 
	SECTION 803. Execution of Supplemental Indentures

	 	 	44	 
	SECTION 804. Effect of Supplemental Indentures

	 	 	45	 
	SECTION 805. Conformity with Trust Indenture Act

	 	 	45	 
	SECTION 806. Reference in Securities to Supplemental Indentures

	 	 	45	 
	 
	 	 	 	 
	ARTICLE NINE

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	SECTION 901. Payment of Principal, Premium and Interest

	 	 	45	 
	SECTION 902. Maintenance of Office or Agency

	 	 	45	 
	SECTION 903. Money for Securities; Payments to Be Held in Trust

	 	 	46	 
	SECTION 904. Corporate Existence

	 	 	47	 
	SECTION 905. Maintenance of Properties

	 	 	47	 
	SECTION 906. Statement by Officers as to Default

	 	 	48	 
	SECTION 907. Waiver of Certain Covenants

	 	 	48	 
	 
	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 
	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	SECTION 1001. Applicability of Article

	 	 	48	 
	SECTION 1002. Election to Redeem; Notice to Trustee

	 	 	48	 
	SECTION 1003. Selection by Trustee of Securities to Be Redeemed

	 	 	49	 
	SECTION 1004. Notice of Redemption

	 	 	49	 
	SECTION 1005. Deposit of Redemption Price

	 	 	50	 






-iii-









 






	 	 	 	 	 
	 	 	Page
	SECTION 1006. Securities Payable on Redemption Date

	 	 	50	 
	SECTION 1007. Securities Redeemed in Part

	 	 	51	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	SINKING FUNDS

	 
	 	 	 	 
	SECTION 1101. Applicability of Article

	 	 	51	 
	SECTION 1102. Satisfaction of Sinking Fund Payments with Securities

	 	 	51	 
	SECTION 1103. Redemption of Securities for Sinking Fund

	 	 	52	 






-iv-









 






          INDENTURE, dated as of       between Delphi Financial Group, Inc., a Delaware
corporation (herein called the “Company” or the “Issuer”), having its principal office at
and            , as trustee hereunder (herein called the
“Trustee”).




RECITALS OF THE COMPANY




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




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, 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 Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




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




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



 









 






     (5) all references used herein to the male gender shall include the female gender.



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




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




          “Board of Directors” means either the board of directors of the Company or any duly authorized
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, delivered to the Trustee.




          “Business Day” means, with respect to any Securities, a day that in the City of New York or in
any Place of Payment is not a day on which banking institutions are authorized by law or regulation
to close.




          “Capital Stock” for any entity means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
shares issued by that entity.




          “Certificated Securities” means Securities that are in registered definitive form.




          “Class A Common Stock” means the Class A Common Stock of the Company, par value $0.01 per
share.




          “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the 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 at such time.




          “Company” means the Person named as the “Company” in the first paragraph of this instrument
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” or “Company Order” means a written request or order signed in the name of
the Company by its chairman of the board, a vice chairman, its president or a vice president, and
by its treasurer, an assistant treasurer, its secretary or an assistant secretary, and delivered to
the Trustee.




-2-









 





          “Corporate Trust Office” means the office of the Trustee at which at any particular time the
trust created by this Indenture shall be administered, which office, at the time of the execution
of this Indenture, is located at       Attn:




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




          “Depositary” means, unless otherwise specified by the Company pursuant to either Section 203
or 301, with respect to Securities of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto registered under the
Securities Exchange Act of 1934, as amended, or other applicable statute or regulation.




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




          “Global Security” means a Security issued to evidence all or a part of any series of
Securities which is executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and
pursuant to a Company Order, which shall be registered in the name of the Depositary or its
nominee.




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




          “Holder Action” has the meaning specified in Section 702(d).




          “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or 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.




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




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




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




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




          “Notice of Default” has the meaning specified in Section 501(4).




-3-









 








          “Officers’ Certificate” means a certificate signed by the chairman of the board, the president
or a vice president, and by the treasurer, an assistant treasurer, the secretary or an assistant
secretary, of the Company, and delivered to the Trustee.




          “Opinion of Counsel” means written opinion of counsel, who may be counsel for the Company and
who shall be acceptable 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 for whose payment or redemption money or evidences of indebtedness in
the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if
the Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and




     (iii) 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;



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, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent 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. In case of a dispute as to such right, any
decision by the Trustee shall be full protection to the Trustee. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the account of any of the
above-described persons; and, subject to Section 601, the Trustee shall be entitled to accept such
Officers’



-4-









 






Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purposes of any such determination.




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




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




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




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




          “Preferred Stock” means the preferred stock of the Company, par value $0.01 per share, of any
class or series, however designated.




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




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




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




          “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.




          “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.




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




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




          “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date



-5-









 






on which the principal of such Security or such installment of principal or interest is due
and payable.




          “Subsidiary” means, with respect to any Person:





	 	(1)	 	any corporation or company a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is, at the
date of determination, directly or indirectly, owned by such Person (a
“subsidiary”), by one or more subsidiaries of such Person or by such Person and
one or more subsidiaries of such Person;
	 
	 	(2)	 	a partnership in which such Person or a subsidiary of such
Person is, at the date of determination, a general partner of such partnership;
or
	 
	 	(3)	 	any partnership, limited liability company or other Person in
which such Person, a subsidiary of such Person or such Person and one or more
subsidiaries of such Person, directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or (y) the power
to elect or appoint or direct the election or appointment of the managing
partner or member of such Person or, if applicable, a majority of the directors
or other governing body of such Person.





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




          “Trust Indenture Act” means the Trust Indenture Act of 1939 as amended and in force at the
date as of which this instrument was executed, except as provided in Section 805.




          “U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America 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 the payment of which is unconditionally guaranteed as to the timely payment of
principal and interest as a full faith and credit obligation by the United States of America,
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 which is a member of the
Federal Reserve System and having a combined capital and surplus of at least $50,000,000 as
custodian with respect to any such obligation evidenced by such depository receipt or a specific
payment of interest on or principal of any such 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 obligation set forth
in (i) or (ii) above or the specific payment of interest on or principal of such obligation
evidenced by such depository receipt.




-6-









 








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, where appropriate as to matters of law, 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 shall include:





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




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




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




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



SECTION 103. Form of Documents Delivered to Trustee.




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




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




-7-









 








          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 may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this section.




          (b) The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in any reasonable manner which the Trustee deems
sufficient.




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




          (d) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by 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 Trust Indenture Act Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation is completed. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act maybe 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 shall be computed
as of such record date; provided, however, that no such authorization, agreement or
consent by such 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.




          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or



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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:       , or




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



SECTION 106. Notice to Holders; Waiver.




          Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each 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 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. 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.




          In case by reason of the suspension of regular mail service or by reason of any other case it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.




SECTION 107. Conflict with Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with another provision which is
required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required or deemed provision shall control.




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SECTION 108. Effect of Headings and Table of Contents.




          The article and section headings herein and the table of contents are for convenience only and
shall not affect the construction hereof.




SECTION 109. Successors and Assigns.




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




SECTION 110. Separability Clause.




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




SECTION 111. Benefits of Indenture.




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




SECTION 112. Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.




SECTION 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.




SECTION 114. References to Currency.




          All references in this Indenture to “dollars” or “$” are to the currency of the United States
of America.




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ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




          The Securities of each series shall be in substantially the forms 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, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and any indenture
supplemental hereto, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or securities regulatory authority or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified by the
secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.




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




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




          The Trustee’s certificate of authentication required by this article shall be in substantially
the form set forth below.




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




	 	 	 	 	 
	 	[                                         ],

     as Trustee

 	 
	 	By:  	
 	”
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



SECTION 203. Securities Issuable in the Form of a Global Security.




          (a) If the Issuer shall establish pursuant to Sections 201 and 301 that the Securities of a
particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 303 and
the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global
Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, the Outstanding Securities of such series to be represented by
such Global Security or Securities, (ii) shall be registered in the name of the Depositary for




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such Global Security or Securities or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or its custodian or pursuant to the Depositary’s instruction and
(iv) shall bear a legend substantially to the following effect: “UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A
NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”




          (b) Notwithstanding any other provision of this section or of Section 305, unless the terms of
a Global Security expressly permit such Global Security to be exchanged in whole or in part for
individual Securities, a Global Security may be transferred, in whole but not in part and in the
manner provided in Section 305, only to another nominee of the Depositary for such Global Security,
or to a successor Depositary for such Global Security selected or approved by the Issuer or to a
nominee of such successor Depositary.




          (c) (i) If at any time the Depositary for a Global Security notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Global Security or if at any time the
Depositary for the Securities for such series shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Issuer shall appoint a successor Depositary with respect to such Global Security. If a successor
Depositary for such Global Security is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, the Issuer will execute a Company
Order for the authentication and delivery of individual Securities of such series in exchange for
such Global Security, and the Trustee, upon receipt of such Company Order, will authenticate and
deliver individual Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for
such Global Security.




          (ii) If an Event of Default shall have occurred and be continuing or an event shall have
occurred which with the giving of notice or lapse of time or both, would constitute an Event of
Default with respect to the Securities represented by such Global Security, the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual Securities of such
series in exchange for such Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security in exchange for such Global Security.




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          (iii) The Issuer may at any time and in its sole discretion determine that the Securities 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. In such event the Issuer will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of individual
Securities of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such Global Security or
Securities representing such series to be so exchanged for such Global Security or Securities.




          (iv) If specified by the Issuer pursuant to Section 301 with respect to Securities issued or
issuable in the form of a Global Security, the Depositary for such Global Security may surrender
such Global Security in exchange in whole or in part for individual Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon the Issuer shall execute, and the Trustee shall authenticate and deliver,
without service charge, (1) to each Person specified by such Depositary a new Security or
Securities of the same series of like tenor and terms and of any authorized denomination of $1,000
and any integral multiple thereof as requested by such Person in aggregate principal amount equal
to and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such
Depositary a new Global Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.




          (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will
execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities in definitive registered form in authorized
denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security
for individual Securities, such Global Security shall be cancelled by the Trustee. Securities
issued in exchange for a Global Security pursuant to this section shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the persons in whose names such Securities are so
registered.




ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.




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




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




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     (1) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 203, 304, 305, 306, 806 or 1007);




     (2) the issue price, expressed as a percentage of the aggregate principal amount;




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




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




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




     (6) the period or periods within which, the price or prices or ratios at which and the
terms and conditions upon which Securities of the series may be redeemed, converted or
exchanged, in whole or in part;




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




     (8) if other than the full principal amount, the portion of the principal amount of
Debt Securities of the series which will be payable upon declaration of acceleration or
provable in bankruptcy;




     (9) any events of default not set forth in this Indenture;




     (10) the currency or currencies, including composite currencies, in which payment of
the principal of (and premium, if any) and interest, if any, on such Securities shall be
payable (if other than the currency of the United States of America), which unless otherwise
specified shall be the currency of the United States of America as at the time of payment is
legal tender for payment of public or private debts;




     (11) if the principal of (and premium, if any), or interest, if any, on such Securities
are to be payable, at the election of the Company or any Holder thereof, in a coin or
currency other than that in which such Securities are stated to be payable, then the period
or periods within which, and the terms and conditions upon which, such election may be made;



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     (12) whether interest will be payable in cash or additional Securities at the Company’s
or the Holders’ option and the terms and conditions upon which the election may be made;




     (13) if such Securities are to be denominated in a currency or currencies, including
composite currencies, other than the currency of the United States of America, the
equivalent price in the currency of the United States of America for purposes of determining
the voting rights of Holders of such Securities as Outstanding Securities under this
Indenture;




     (14) if the amount of payments of principal of (and premium, if any), or portions
thereof, or interest, if any, on such Securities may be determined with reference to an
index, formula or other method based on a coin or currency other than that in which such
Securities are stated to be payable, the manner in which such amounts shall be determined;




     (15) any restrictive covenants or other material terms relating to the offered debt
securities, which covenants and terms shall not be inconsistent with the provisions of this
Indenture;




     (16) whether the Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities; the terms and conditions, if any, upon which such
Global Security or Securities may be exchanged in whole or in part for other individual
Securities; and the Depositary for such Global Security or Securities;




     (17) any listing of such Securities on any securities exchange;




     (18) additional or alternative provisions, if any, related to defeasance and discharge
of the offered debt securities;




     (19) the applicability of any guarantees;




     (20) if convertible into Class A Common Stock or Preferred Stock, the terms on which
such Securities are convertible, including the initial conversion price, the conversion
period, any events requiring an adjustment of the applicable conversion price and any
requirements relating to the reservation of such Class A Common Stock or Preferred Stock for
purposes of conversion;




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




     (22) each initial Place of Payment; and




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



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          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officers’ Certificate or in any such indenture supplemental hereto.




          If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the Securities of any series.




SECTION 302. Denominations.




          The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.




SECTION 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its chairman of the Board of
Directors, a vice chairman, its president or one of its vice presidents, under its corporate seal
reproduced thereon attested by its secretary or one of its assistant secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.




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




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, or by one or more
indentures supplemental hereto as provided by Section 801, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,





     (a) that such form has been established in conformity with the provisions of this
Indenture;




     (b) that such terms have been established in conformity with the provisions of this
Indenture;




     (c) that this Indenture and such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions



-16-









 







specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and to general
equity principles;




     (d) that all laws and requirements in respect of the execution and delivery by the
Company of the Securities have been complied with; and




     (e) such other matters as the Trustee may reasonably request.


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




          Each Security shall be dated the date of its authentication unless otherwise provided by the
terms established and contemplated by Section 301.




          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.




SECTION 304. Temporary Securities.




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




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




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SECTION 305. Registration, Registration of Transfer and Exchange.




          The Company shall cause to be kept at one of its offices or agencies maintained pursuant to
Section 902 or at the Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which, subject to Section 203 and
to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee initially is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided. The Company may act as Security Registrar and may change or appoint a Security Registrar
without prior notice to Holders or to the Trustee.




          Subject to Section 203, upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor.




          Subject to Section 203, at the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.




          Subject to Section 203, all Securities issued upon any registration or transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.




          Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) 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 governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 203, 304, 806 or 1007 not involving any
transfer.




          The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
(under Section 1003) and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.




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




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




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




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




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




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




SECTION 307. Payment of Interest; Interest Rights Preserved.




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




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





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment



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




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



          Subject to the foregoing provisions of this section, each Security lawfully 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.




          Subject to Section 203, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for
the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307)
interest on such Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.




SECTION 309. Cancellation.




          All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other



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than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this section,
except as expressly permitted by this Indenture. The Trustee shall destroy cancelled Securities
and deliver a certificate of such destruction to the Company.




SECTION 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for the Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year of 12 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 (except as to (i) any surviving rights of registration of transfer or exchange
of Securities herein expressly provided for, (ii) rights hereunder of Holders to receive payments
of principal of, and premium, if any, and interest on, Securities, and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee, (iii) remaining obligations of the Company to make mandatory sinking
fund payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to any series of Securities, when





     (1) either




     (A) all Securities of such series theretofore authenticated and delivered
(other than (i) Securities of such series which have been mutilated, destroyed, lost
or stolen and which have been replaced or paid as provided in Section 306 and (ii)
Securities 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 903) have been
delivered to the Trustee for cancellation; or




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




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one
year, or



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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount in
cash sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;




     (2) if all series of Securities are being discharged, 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 have been complied with.



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, and, if money shall have been deposited with the Trustee
pursuant to Subclause (B) of clause (1) of this section, the obligations of the Trustee under
Section 402 and the next to last paragraph of Section 903, shall survive.




SECTION 402. Application of Trust Funds; Indemnification.




          (a) Subject to the provisions of the next to last paragraph of Section 903, all money
deposited with the Trustee pursuant to Section 401, all money and U.S. Government Obligations
deposited with the Trustee pursuant to Section 403 or 404 and all money received by the Trustee in
respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 403 or 404
shall be held in trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Section 403 or 404, but such money need not be segregated from other funds except
to the extent required by law.




          (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 403 or
404, or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.




          (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
U.S. Government Obligations or money held by it as provided in Section 403 or 404 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the



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amount thereof which then would have been required to be deposited for the purpose for which
such obligations or money were deposited or received.




SECTION 403. Defeasance and Discharge of Indenture.




          The Company shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities on the 91st day after the date of the deposit referred to in subparagraph
(d) of this section, and the provisions of this Indenture, as it relates to such Outstanding
Securities, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at
Company Request, execute proper instruments acknowledging the same), except as to:





     (a) the rights of Holders of Securities to receive, from the trust funds described in
subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each
installment of principal of (and premium, if any) or interest on the Outstanding Securities
on the Stated Maturity of such principal or installment of principal or interest and (ii)
the benefit of any mandatory sinking fund payments applicable to the Securities on the day
on which such payments are due and payable in accordance with the terms of this Indenture
and the Securities;




     (b) the Company’s obligations with respect to such Securities under Sections 305, 306,
902 and 903; and




     (c) the obligations of the Company to the Trustee under Section 607,


provided that, the following conditions shall have been satisfied:





     (d) the Company has or caused to be irrevocably deposited (except as provided in
Section 402) with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities, (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide not later than one
day before the due date of any payment referred to in clause (A) or (B) of this subparagraph
money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of principal of (and premium, if
any) and interest on the Outstanding Securities on the Stated Maturity of such principal or
installment of principal or interest or on the applicable Redemption Date and (B) any
mandatory sinking fund payments applicable to the Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of the
Securities;




     (e) such deposit shall not cause the Trustee with respect to the Securities to have a
conflicting interest for purposes of the Trust Indenture Act with respect to the Securities;



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     (f) such deposit will not result in a breach or violation of, or constitute a default
under, any applicable laws, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;




     (g) no Event of Default or event which with notice or lapse of time would become an
Event of Default with respect to the Securities shall have occurred and be continuing on the
date of such deposit or during the period ending on the 91st day after such date;




     (h) if the deposit referred to in subparagraph (d) of this section is to be made on or
prior to one year from the Stated Maturity for payment of principal of the Outstanding
Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material
qualifications or a favorable ruling of the Internal Revenue Service, in either case to the
effect that Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge had not
occurred.



SECTION 404. Defeasance of Certain Obligations.




          If this section is specified to be applicable to Securities of any series, the Company may
omit to comply with any term, provision or condition set forth in the sections of this Indenture or
such Security with respect to the Securities of that series (“Covenant Defeasance”) if:





     (1) with reference to this section, the Company has deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Securities of that
series, (i) money in an amount, or (ii) U.S. Government Obligations which through the
payment of interest and principal in respect thereof in accordance with their terms will
provide not later than one day before the due date of any payment referred to in clause (A)
or (B) of this subparagraph money in an amount, or (iii) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of principal (and premium, if any)
and interest on the Outstanding Securities of that series on the Stated Maturity of such
principal or installment of principal or interest and (B) any mandatory sinking fund
payments or analogous payments applicable to Securities of such series on the day on which
such payments are due and payable in accordance with the terms of the Indenture and of such
Securities;




     (2) such deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest for purposes of the Trust Indenture Act with respect
to the Securities of any series;



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     (3) such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound;




     (4) if the deposit referred to in subparagraph (1) of this section is to be made on or
prior to one year from the Stated Maturity for payment of principal of the Outstanding
Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material
qualifications or a favorable ruling of the Internal Revenue Service, in either case to the
effect that Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain obligations and
will be subject to federal income tax on the same amount and in the same manner and at the
same times, as would have been the case if such deposit and defeasance had not occurred; and




     (5) 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
defeasance contemplated by this section have been complied with.



          In the event the Company effects Covenant Defeasance with respect to any Securities and such
Securities are declared due and payable because of the occurrence of any Event of Default, other
than an Event of Default with respect to any covenant as to which there has been Covenant
Defeasance, the U.S. Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on such Securities at the time of the Stated Maturity but may not be sufficient to pay
amounts due on such Securities at the time of the acceleration resulting from such Event of
Default.




ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default.




          “Event of Default” (except as otherwise specified or contemplated by Section 301 for
Securities of any series) wherever used herein with respect to Securities of any series, means any
one of the following events:





     (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 60 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




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



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     (4) default in the performance, or breach, of any material covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than
that series) for a period of 60 days after there has been given, and continuance of such 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 a
written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of
its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable law, or the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness to have a
case commenced against it or to seek an order for relief under any applicable bankruptcy,
insolvency or other similar law or the taking of corporate action by the Company in
furtherance of any such action; or




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



SECTION 502. Acceleration of Maturity: Rescission and Annulment.




          If an Event of Default (other than an Event of Default resulting from bankruptcy, insolvency
or reorganization) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion of the



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principal amount as may be specified in the terms of that series) of all of 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 Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.




          In the case of an Event of Default resulting from bankruptcy, insolvency or reorganization,
which occurs and is continuing with respect to Securities of any series at the time Outstanding,
then all unpaid principal of and accrued interest on all such Outstanding Securities of that series
shall become immediately due and payable without any notice or other action on the part of the
Trustee or the Holders of any Securities of such series.




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





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




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




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




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




     (D) all sums paid or advanced by the Trustee and any predecessor Trustee
hereunder and all sums due the Trustee and any predecessor Trustee under Section
607;



     and




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


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




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




          The Company covenants that if





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



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


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including all amounts due the
Trustee and any predecessor Trustee under Section 607.




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




          If any Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem 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
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 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 of principal (and premium, if any)
and interest 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;



-28-









 




and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




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




SECTION 505. Trustee May Enforce Claims Without Possession of Securities.




          All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.




SECTION 506. Application of Money Collected.




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





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




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




     THIRD: To the Company.



SECTION 507. Limitation on Suits.




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




-29-









 









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




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




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity 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 and Interest.




          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.




SECTION 509. Restoration of Rights and Remedies.




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




SECTION 510. Rights and Remedies Cumulative.




          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of



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any other right or remedy, and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




SECTION 511. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by
this article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.




SECTION 512. Control by Holders.




          The Holders of a majority in principal amount of the Outstanding Securities of any series (or
if more than one series is affected thereby, of all series so affected, voting as a single class)
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, expose the Trustee to personal liability or be unduly prejudicial to holders not
joining therein, and




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



          Nothing in this Indenture shall impair the right of the Trustee to take any other action
deemed proper by the Trustee which is not inconsistent with such direction.




SECTION 513. Waiver of Past Defaults.




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





     (1) in the payment of the principal of (or premium, if any) or interest on any Security
of such series, or




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



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




SECTION 514. Undertaking for Costs.




          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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this section shall not apply to any suit instituted by the Company,
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 of any
series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest on any Securities on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date). This
Section 514 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.




SECTION 515. Waiver of Stay or Extension Laws.




          The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.




ARTICLE SIX




THE TRUSTEE




SECTION 601. Certain Duties and Responsibilities.




          (a) Except during the continuance of an Event of Default with respect to the Securities of any
series,





     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and



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     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture.



          (b) In case an Event of Default has occurred with respect to Securities of any series and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture
with respect to such series of Securities, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs.




          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own wilful misconduct,
except that





     (1) this subsection shall not be construed to limit the effect of Subsection (a) of
this section;




     (2) the Trustee shall not be liable for any error or judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, determined as provided in
Section 512, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



          (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this section.




SECTION 602. Notice of Defaults.




          Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such default



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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 any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this section, the term
“default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.




SECTION 603. Certain Rights of Trustee.




          Subject to the provisions of Section 601:





     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any Board Resolution, resolution, Officers’ Certificate, certificate, statement,
instrument, Opinion of Counsel, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties;




     (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;




     (c) 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;




     (d) 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;




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




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



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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; and




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



SECTION 604. Not Responsible for Recitals or Issuance of Securities.




          The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.




SECTION 605. May Hold Securities.




          The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 612, may otherwise deal with, and collect obligations owed to it by, the Company
with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.




SECTION 606. Money Held in Trust.




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




SECTION 607. Compensation and Reimbursement.




          The Company agrees





     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and
any predecessor Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by it in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its own
negligence or bad faith; and



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     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder and the performance of its
duties hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense is due to its own
negligence or bad faith.



          To ensure the performance of the obligations of the Company under this section, the Trustee
shall have a senior claim to which the Securities are hereby made subordinate upon all property and
funds held or collected by the Trustee as such, except property and funds held in trust for the
payment of principal of, premium, if any, or interest on particular Securities.




SECTION 608. Disqualification; Conflicting Interests.




          The Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act.




SECTION 609. Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of
the subsidiary of a bank holding company that guarantees the obligations of the Trustee under this
Indenture, such holding company’s parent shall have) a combined capital and surplus of at least
$50,000,000 subject to supervision or examination by Federal or State authority. If such corporation or holding company parent publishes reports of condition at least
annually, pursuant to law or the requirements of said supervising or examining authority, then for
the purposes of this section, the combined capital and surplus of such corporation or holding
company parent 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 610. 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 611.




          (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 the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. If the acceptance of appointment is substantially contemporaneous with



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the resignation,
then the notice called for by the first sentence of this subsection may be combined with the
instrument called for by Section 611.




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




          (d) If at any time:





     (1) the Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six
months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (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 a Board Resolution may remove the Trustee with respect
to all Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




          (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 a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor 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 and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




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          (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 by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




SECTION 611. Acceptance of Appointment by Successor.




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




          (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 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.




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          (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.




SECTION 612. Merger, Conversion, Consolidation or Succession to Business.




          Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee (including the administration of this Indenture), shall be
the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.




SECTION 613. Preferential Collection of Claims Against Company.




          If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor). A trustee who
has resigned or been removed shall be subject to the Trust Indenture Act Section 311(a) to the
extent provided therein.




ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.




          The Company will furnish or cause to be furnished to the Trustee with respect to the
Securities of each series





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



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     (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 need be furnished.




SECTION 702. Preservation of Information; Communications to Holders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.




          (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants’ desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election, either





     (i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 702(a), or




     (ii) inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.



          If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the Trustee in accordance with Section
702(a) a copy of the form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If
the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material to all such



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Holders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise
the Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.




          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 702(b), regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).




          (d) Subject to Sections 702(a), 702(b), 702(c) and 601, if the Company or any other person
(other than the Trustee) shall desire to communicate with Holders of Securities to solicit or
obtain from them any proxy, consent, authorization, waiver, approval of a plan of reorganization,
arrangement or readjustment or other action (“Holder Action”), the Trustee shall have no duty to
participate in such communication or solicitation or the processing of responses in any manner
except (i) to furnish the rules and regulations and to perform the functions referred to in Section
104 and (ii) to receive (A) the instruments evidencing the Holder Action together with (B) the
Officers’ Certificate and Opinion of Counsel referred to below. The Company hereby covenants that
any and all communications and solicitations distributed by it in connection with any Holder Action
will comply in all material respects with applicable law, including without limitation applicable
law concerning adequacy of disclosure. The Trustee shall have no responsibility for the accuracy
or completeness of any materials circulated to solicit any Holder
Action nor for any related communications nor for the compliance thereof with applicable law.
No Holder Action shall become effective until the Trustee shall have received from the Company or
other person who solicited the Holder Action (1) the instruments evidencing such Holder Action (2)
(x) (in the case of Holder Action solicited by the Company or the representative of the Company’s
estate if the Company is the debtor in any bankruptcy or other insolvency proceeding) an Officers’
Certificate and (y) (in all cases) an Opinion of Counsel, each specifying the Holder Action taken
and stating that such Holder Action has been duly and validly taken in compliance with this
Indenture in all material respects. Such Officers’ Certificate, if any, shall also certify that
(after giving effect to such Holder Action) no Event of Default or event or condition which, with
notice or lapse of time or both, would become an Event of Default has occurred and is continuing or
has not been waived.




          (e) The Depositary may grant proxies and otherwise authorize its participants which own the
Global Securities to give or take any Act which a Holder is entitled to take under the Indenture;
provided, however, that the Depositary has delivered a list of such participants to
the Trustee.




SECTION 703. Reports by Trustee.




          (a) Within 60 days after May 15 of each year commencing with the first May 15 following the
date of this Indenture, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of such May 15, to the extent
required by Section 313(a) of the Trust Indenture Act.




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          (b) The trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.




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




SECTION 704. Reports by Company.




          The Company shall:





     (1) file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) 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 said sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the 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; and




     (2) file with the Trustee and the Commission, in accordance with the 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.



ARTICLE EIGHT




AMENDMENTS & SUPPLEMENTAL INDENTURES




SECTION 801. Amendments or Supplemental Indentures without Consent of Holders.




          The Company, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may amend or supplement this Indenture or the Securities without the consent of any
Holder, so long as such changes, other than those in clause (2), do not materially and adversely
affect the interests of the Holder:





     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to make any modifications or amendments that do not, in the good faith opinion of
the Company’s Board of Directors and the Trustee, adversely affect the interests of the
Holders in any material respect;



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     (3) to provide for the assumption of the Company’s obligations under this Indenture by
a successor upon any merger, consolidation or asset transfer as permitted by and in
compliance with Article Eight of this Indenture;




     (4) to provide any security for or guarantees of the Securities;




     (5) to add Events of Default with respect to the Securities;




     (6) to add to the Company’s covenants for the benefit of the Holders or to surrender
any right or power conferred upon the Company by this Indenture;




     (7) to make any change necessary for the registration of the Securities under the
Securities Act or to comply with the TIA, or any amendment thereto, or to comply with any
requirement of the SEC in connection with the qualification of the Indenture under the TIA,
provided that such modification or amendment does not, in the good faith opinion of
the Company’s Board of Directors and the Trustee, adversely affect the interests of the
Holders of the Securities in any material respect;




     (8) to provide for uncertificated Securities in addition to or in place of certificated
Securities or to provide for bearer Securities;




     (9) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons;




     (10) 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;




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




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



SECTION 802. Amendments or Supplemental Indentures with Consent of Holders.




          With the written consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may amend or supplement this
Indenture or the Securities. However, without the consent of each Holder affected, an amendment to
this Indenture or the Securities may not:




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     (1) change the Stated Maturity of the principal of or any installment of interest with
respect to the Securities;




     (2) reduce the principal amount of, or the rate of interest on, the Securities;




     (3) change the currency of payment of principal of or interest on the Securities;




     (4) impair the right to institute suit for the enforcement of any payment on or with
respect to the Securities;




     (5) reduce the above-stated percentage of Holders of the Securities of any series
necessary to modify or amend this Indenture;




     (6) modify the foregoing requirements or reduce the percentage of Outstanding
Securities necessary to waive any covenant or past default;




     (7) if the Securities are convertible, adversely affect the right to convert the
Securities into Class A Common Stock or Preferred Stock in accordance with the provisions of
this Indenture; or




     (8) modify the provisions of Article Ten hereof in any manner adverse to the holders of
Outstanding Securities.



          It shall not be necessary for any Act of the Holders under this Section 802 to approve the
particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if
such Act approves the substance thereof.




          After an amendment or supplemental indenture under this Section 802 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment or supplemental
indenture.




          An amendment or 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 803. Execution of Supplemental Indentures.




          The Trustee shall sign any supplemental indenture authorized pursuant to this article if the
amendment contained therein does not adversely affect the rights, duties, liabilities or immunities
of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this article or the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully protected in



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relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.




SECTION 804. Effect of Supplemental Indentures.




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




SECTION 805. 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 806. 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 NINE




COVENANTS




SECTION 901. Payment of Principal, Premium and Interest.




          The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of
that series in accordance with the terms of the Securities and this Indenture. At the option of
the Company, payment of principal (and premium, if any) and interest may be made by wire transfer
or (subject to collection) by check mailed to the address of the Person entitled thereto at such
address as shall appear in the Security Register.




SECTION 902. Maintenance of Office or Agency.




          The Company will 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 registration of transfer
or exchange and where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company hereby initially appoints the Trustee
its office or agency for each of said purposes. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall fail to maintain any such required office or



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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, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands.




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




SECTION 903. Money for Securities; Payments to Be Held in Trust.




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




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




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





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




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal (and premium, if
any) or interest on the Securities of that series; and




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



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




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look, only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be mailed or published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the City, County and State
of New York, or both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date
of such mailing or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.




          The Company shall have no obligation to make payment of principal of (or premium, if any) or
interest on any Security in immediately available funds, except that if the Company shall have
received original payment for Securities in immediately available funds it shall make available
immediately available funds for payment of the principal of such Securities.




SECTION 904. Corporate 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 such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders.




SECTION 905. Maintenance of Properties.




          The Company will use its reasonable efforts to cause all material properties used or useful in
the conduct of its business to be maintained and kept in good condition, repair and working order
(subject to wear and tear) and supplied with all necessary material equipment and will use its
reasonable efforts to cause to be made all necessary material 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



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Company from discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.




SECTION 906. Statement by Officers as to Default.




          The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer of the Company stating whether or not
to the best knowledge of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture, and if the Company
shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge.




SECTION 907. Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 906 if before or after the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities (taken together as one class)
shall, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.




ARTICLE TEN




REDEMPTION OF SECURITIES




SECTION 1001. 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 1002. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be redeemed, such
notice to be accompanied by a written statement signed by an authorized officer of the Company
stating that no defaults in the payment of interest or Events of Default with respect to the
Securities of that series have occurred (which have not been waived or cured). In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption



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provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
an Officers’ Certificate evidencing compliance with such restriction.




SECTION 1003. Selection by Trustee of Securities to Be Redeemed.




          If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee in its sole discretion shall deem fair and appropriate and which may provide for the
selection or redemption of portions (equal to the minimum authorized denomination for Securities of
that series or any integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for Securities of that series.




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




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.




SECTION 1004. Notice of Redemption.




          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice. Failure to give notice by mail, or any defect in the notice to any such
Holder in respect of any Security, shall not affect the validity of the proceedings for the
redemption of any other Security.




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price and any accrued interest,




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




     (4) that on the Redemption Date the Redemption Price and any accrued interest will
become due and payable upon each such Security to be redeemed together with accrued interest
thereon and, if applicable, that interest thereon will cease to accrue on and after said
date,



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




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




     (7) the CUSIP number and, if applicable, the ISIN number, of the Securities being
redeemed.



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




SECTION 1005. Deposit of Redemption Price.




          On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 903) an amount of money, in funds immediately available on the due date,
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.




SECTION 1006. 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 together
with accrued interest thereon, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on the Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.




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




          The Trustee shall not redeem any Securities of any series pursuant to this article (unless all
Outstanding Securities of such series are to be redeemed) or mail or give any notice of redemption
of Securities during the continuance of an Event of Default hereunder known to the Trustee with
respect to such series, except that, where the mailing of notice of redemption of any Securities
shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Company a sum sufficient for such redemption. Except
as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the
continuance of such Event of Default, be deemed to have been collected under Article Five and held
for the payment of all such Securities of such series. In case such Event of



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Default shall have
been waived as provided in Section 513 or the default cured on or before the sixtieth day preceding
the Redemption Date, such moneys shall thereafter be applied in accordance with the provisions of
this article.




SECTION 1007. Securities Redeemed in Part.




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




ARTICLE ELEVEN




SINKING FUNDS




SECTION 1101. Applicability of Article.




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




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




SECTION 1102. Satisfaction of Sinking Fund Payments with Securities.




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




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SECTION 1103. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company (1) will deliver to the Trustee an Officers’ Certificate (A) stating that no defaults
in the payment of interest or Events of Default with respect to Securities of that series have
occurred (which have not been waived or cured), (B) specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of Securities of that series, (C)
stating whether or not the Company intends to exercise its right, if any, to make an optional
sinking fund payment with respect to such series on the next ensuing sinking fund payment date and,
if so, specifying the amount of such optional sinking fund payment and (D) specifying the portion
of such sinking fund payment, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1102 and (2) will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities of such series to be redeemed upon such sinking fund payment date in the
manner specified in Section 1003 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 1004. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1005, 1006 and 1007. Failure of the Company, on or before any such 60th
day, to deliver such Officers’ Certificate and Securities specified in this section, if any, shall
not constitute a default but shall constitute, on and as of such date, the irrevocable election of
the Company (a) that the mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Company will make no optional sinking
fund payment with respect to Securities of such series as provided in this article.




          The Trustee shall not redeem or cause to be redeemed any Security of a series with sinking
fund moneys or mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of
any Event of Default with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall redeem or cause to
be redeemed such Securities, provided that it shall have received from the Company a sum sufficient
for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the
time when any such default or Event of Default shall occur, and any moneys thereafter paid into the
sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have
been collected under Article Five and held for the payment of all such Securities of such series.
In case such Event of Default shall have been waived as provided in Section 513 or the default
cured on or before the 60th day preceding the sinking fund payment date, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in accordance with this
section to the redemption of such Securities.




          This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.





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          IN WITNESS WHEREOF, DELPHI FINANCIAL GROUP, INC. has caused this Indenture to be duly executed
as a deed the day and year first before written.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Indenture as of
the date first above written.




	 	 	 	 	 
	 	[Trustee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: