Exhibit 4.13


 


ASSURED GUARANTY MUNICIPAL HOLDINGS INC.,


Issuer


 


and


 


ASSURED GUARANTY LTD.,


Guarantor


to


 


THE BANK OF NEW YORK MELLON,


Trustee


 


 


	
   

  	
   

  	
   

  
	
   

  	
  INDENTURE

  	
   

  
	
   

  	
   

  	
   

  



 


Dated as of [·]


 

















 


Reconciliation and tie between


Trust Indenture Act of 1939 (the “Trust
Indenture Act”)


and Indenture


 


	
  Trust Indenture

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  §§310(a)(1)

  	
   

  	
  6.7

  
	
  (a)(2)

  	
   

  	
  6.7

  
	
  (b)

  	
   

  	
  6.8

  
	
  §§312(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.2

  
	
  (c)

  	
   

  	
  7.2

  
	
  §§313(a)

  	
   

  	
  7.3

  
	
  (b)(2)

  	
   

  	
  7.3

  
	
  (c)

  	
   

  	
  7.3

  
	
  (d)

  	
   

  	
  7.3

  
	
  §§314(a)

  	
   

  	
  7.4

  
	
  (c)(1)

  	
   

  	
  1.2

  
	
  (c)(2)

  	
   

  	
  1.2

  
	
  (e)

  	
   

  	
  1.2

  
	
  (f)

  	
   

  	
  1.2

  
	
  §§316(a) (last sentence)

  	
   

  	
  1.1

  
	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
  (b)

  	
   

  	
  5.8

  
	
  §§317(a)(1)

  	
   

  	
  5.3

  
	
  (a)(2)

  	
   

  	
  5.4

  
	
  (b)

  	
   

  	
  10.3

  
	
  §§318(a)

  	
   

  	
  10.8

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.2

  	
  Compliance Certificates
  and Opinions

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 1.3

  	
  Form of Documents
  Delivered to Trustee

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 1.4

  	
  Acts of Holders

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 1.5

  	
  Notices, etc. to
  Trustee, Company and Guarantor

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 1.6

  	
  Notice to Holders of
  Securities; Waiver

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 1.7

  	
  Language of Notices

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.8

  	
  Conflict with Trust
  Indenture Act

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.9

  	
  Effect of Headings and
  Table of Contents

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.10

  	
  Successors and Assigns

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.11

  	
  Separability Clause

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.12

  	
  Benefits of Indenture

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 1.13

  	
  Governing Law

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 1.14

  	
  Legal Holidays

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 1.15

  	
  Counterparts

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 1.16

  	
  Judgment Currency

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 1.17

  	
  No Security Interest
  Created

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 1.18

  	
  Limitation on
  Individual Liability

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 1.19

  	
  Submission to
  Jurisdiction

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 1.20

  	
  Waiver of Jury Trial

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 1.21

  	
  Force Majeure

  	
  20

  
	
   

  	
   

  
	
  ARTICLE 2

  	
  SECURITIES FORMS

  	
  21

  
	
   

  	
   

  
	
  SECTION 2.1

  	
  Forms Generally

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 2.3

  	
  Securities in Global
  Form

  	
  22

  
	
   

  	
   

  
	
  ARTICLE 3

  	
  THE SECURITIES

  	
  22

  
	
   

  	
   

  
	
  SECTION 3.1

  	
  Amount Unlimited;
  Issuable in Series

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2

  	
  Currency; Denominations

  	
  27

  
				



 


i

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 3.3

  	
  Execution,
  Authentication, Delivery and Dating

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4

  	
  Temporary Securities

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5

  	
  Registration, Transfer
  and Exchange

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 3.7

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

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 3.8

  	
  Persons Deemed Owners

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 3.9

  	
  Cancellation

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 3.10

  	
  Computation of Interest

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 3.11

  	
  CUSIP Numbers

  	
  37

  
	
   

  	
   

  
	
  ARTICLE 4

  	
  SATISFACTION AND
  DISCHARGE OF INDENTURE

  	
  37

  
	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction and
  Discharge

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2

  	
  Defeasance and Covenant
  Defeasance

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3

  	
  Application of Trust
  Money

  	
  44

  
	
   

  	
   

  
	
  ARTICLE 5

  	
  REMEDIES

  	
  44

  
	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of Default

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  47

  
	
   

  	
   

  	
   

  
	
  SECTION 5.3

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 5.4

  	
  Trustee May File
  Proofs of Claim

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 5.5

  	
  Trustee
  May Enforce Claims without Possession of Securities or Coupons

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 5.6

  	
  Application of Money
  Collected

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 5.7

  	
  Limitations on Suits

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 5.8

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

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 5.9

  	
  Restoration of Rights
  and Remedies

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 5.10

  	
  Rights and Remedies
  Cumulative

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 5.11

  	
  Delay or Omission Not
  Waiver

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 5.12

  	
  Control by Holders of
  Securities

  	
  53

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13

  	
  Waiver of Past Defaults

  	
  53

  
	
   

  	
   

  	
   

  
	
  SECTION 5.14

  	
  Waiver of Usury, Stay
  or Extension Laws 

  	
  53

  
				



 


ii

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 5.15

  	
  Undertaking for Costs

  	
  54

  
	
   

  	
   

  
	
  ARTICLE 6

  	
  THE TRUSTEE

  	
  54

  
	
   

  	
   

  
	
  SECTION 6.1

  	
  Certain Rights of
  Trustee

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION 6.2

  	
  Notice of Defaults

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION 6.4

  	
  May Hold
  Securities

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 6.5

  	
  Money Held in Trust

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 6.6

  	
  Compensation and
  Reimbursement

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 6.7

  	
  Corporate Trustee
  Required; Eligibility

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 6.8

  	
  Resignation and
  Removal; Appointment of Successor

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 6.9

  	
  Acceptance of
  Appointment by Successor

  	
  60

  
	
   

  	
   

  	
   

  
	
  SECTION 6.10

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  61

  
	
   

  	
   

  	
   

  
	
  SECTION 6.11

  	
  Appointment of
  Authenticating Agent

  	
  62

  
	
   

  	
   

  
	
  ARTICLE 7

  	
  HOLDERS LISTS AND
  REPORTS BY TRUSTEE, GUARANTOR AND COMPANY

  	
  64

  
	
   

  	
   

  
	
  SECTION 7.1

  	
  Company and Guarantor
  to Furnish Trustee Names and Addresses of Holders

  	
  64

  
	
   

  	
   

  	
   

  
	
  SECTION 7.2

  	
  Preservation of
  Information; Communications to Holders 

  	
  64

  
	
   

  	
   

  	
   

  
	
  SECTION 7.3

  	
  Reports by Trustee

  	
  64

  
	
   

  	
   

  	
   

  
	
  SECTION 7.4

  	
  Reports by Company and
  Guarantor

  	
  65

  
	
   

  	
   

  
	
  ARTICLE 8

  	
  CONSOLIDATION,
  AMALGAMATIONS, MERGER AND SALES

  	
  66

  
	
   

  	
   

  
	
  SECTION 8.1

  	
  Company
  May Consolidate, Etc., Only on Certain Terms 

  	
  66

  
	
   

  	
   

  	
   

  
	
  SECTION 8.2

  	
  Successor Person
  Substituted for Company 

  	
  66

  
	
   

  	
   

  	
   

  
	
  SECTION 8.3

  	
  Guarantor
  May Consolidate, Etc., Only on Certain Terms

  	
  66

  
	
   

  	
   

  	
   

  
	
  SECTION 8.4

  	
  Successor Person
  Substituted for Guarantor

  	
  68

  
	
   

  	
   

  
	
  ARTICLE 9

  	
  SUPPLEMENTAL INDENTURES

  	
  68

  
	
   

  	
   

  
	
  SECTION 9.1

  	
  Supplemental Indentures
  without Consent of Holders 

  	
  68

  
	
   

  	
   

  	
   

  
	
  SECTION 9.2

  	
  Supplemental Indentures
  with Consent of Holders 

  	
  69

  
	
   

  	
   

  	
   

  
	
  SECTION 9.3

  	
  Execution of
  Supplemental Indentures

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 9.4

  	
  Effect of Supplemental
  Indentures

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 9.5

  	
  Reference in Securities
  to Supplemental Indentures

  	
  71

  
				



 


iii

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 9.6

  	
  Conformity with Trust
  Indenture Act

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 9.7

  	
  Notice of Supplemental
  Indenture

  	
  72

  
	
   

  	
   

  
	
  ARTICLE 10

  	
  COVENANTS

  	
  72

  
	
   

  	
   

  
	
  SECTION 10.1

  	
  Payment of Principal,
  any Premium, Interest and Additional Amounts

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 10.2

  	
  Maintenance of Office
  or Agency

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 10.3

  	
  Money for Securities
  Payments to Be Held in Trust.

  	
  73

  
	
   

  	
   

  	
   

  
	
  SECTION 10.4

  	
  Additional Amounts

  	
  75

  
	
   

  	
   

  	
   

  
	
  SECTION 10.5

  	
  Limitation on Liens on
  Stock of Designated Subsidiaries

  	
  76

  
	
   

  	
   

  	
   

  
	
  SECTION 10.6

  	
  Limitation on
  Disposition of Stock of Designated Subsidiaries

  	
  76

  
	
   

  	
   

  	
   

  
	
  SECTION 10.7

  	
  Corporate Existence

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 10.8

  	
  Waiver of Certain
  Covenants

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 10.9

  	
  Company Statement as to
  Compliance; Notice of Certain Defaults

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 10.10

  	
  Guarantor Statement as
  to Compliance; Notice of Certain Defaults

  	
  78

  
	
   

  	
   

  
	
  ARTICLE 11

  	
  REDEMPTION OF
  SECURITIES

  	
  78

  
	
   

  	
   

  
	
  SECTION 11.1

  	
  Applicability of
  Article

  	
  78

  
	
   

  	
   

  	
   

  
	
  SECTION 11.2

  	
  Election to Redeem;
  Notice to Trustee

  	
  79

  
	
   

  	
   

  	
   

  
	
  SECTION 11.3

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  79

  
	
   

  	
   

  	
   

  
	
  SECTION 11.4

  	
  Notice of Redemption

  	
  79

  
	
   

  	
   

  	
   

  
	
  SECTION 11.5

  	
  Deposit of Redemption
  Price

  	
  81

  
	
   

  	
   

  	
   

  
	
  SECTION 11.6

  	
  Securities Payable on
  Redemption Date

  	
  81

  
	
   

  	
   

  	
   

  
	
  SECTION 11.7

  	
  Securities Redeemed in
  Part

  	
  82

  
	
   

  	
   

  
	
  ARTICLE 12

  	
  SINKING FUNDS

  	
  83

  
	
   

  	
   

  
	
  SECTION 12.1

  	
  Applicability of
  Article

  	
  83

  
	
   

  	
   

  	
   

  
	
  SECTION 12.2

  	
  Satisfaction of Sinking
  Fund Payments with Securities

  	
  83

  
	
   

  	
   

  	
   

  
	
  SECTION 12.3

  	
  Redemption of
  Securities for Sinking Fund

  	
  83

  
	
   

  	
   

  
	
  ARTICLE 13

  	
  REPAYMENT AT THE OPTION
  OF HOLDERS

  	
  84

  
	
   

  	
   

  
	
  SECTION 13.1

  	
  Applicability of
  Article

  	
  84

  
	
   

  	
   

  
	
  ARTICLE 14

  	
  SECURITIES IN FOREIGN
  CURRENCIES

  	
  84

  
				



 


iv

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 14.1

  	
  Applicability of
  Article

  	
  84

  
	
   

  	
   

  
	
  ARTICLE 15

  	
  MEETINGS OF HOLDERS OF
  SECURITIES

  	
  85

  
	
   

  	
   

  
	
  SECTION 15.1

  	
  Purposes for Which
  Meetings May Be Called

  	
  85

  
	
   

  	
   

  	
   

  
	
  SECTION 15.2

  	
  Call, Notice and Place
  of Meetings

  	
  85

  
	
   

  	
   

  	
   

  
	
  SECTION 15.3

  	
  Persons Entitled to
  Vote at Meetings

  	
  86

  
	
   

  	
   

  	
   

  
	
  SECTION 15.4

  	
  Quorum; Action

  	
  86

  
	
   

  	
   

  	
   

  
	
  SECTION 15.5

  	
  Determination of Voting
  Rights; Conduct and Adjournment of Meetings

  	
  87

  
	
   

  	
   

  	
   

  
	
  SECTION 15.6

  	
  Counting Votes and
  Recording Action of Meetings

  	
  87

  
	
   

  	
   

  
	
  ARTICLE
  16

  	
  GUARANTEE AND INDEMNITY

  	
  88

  
	
   

  	
   

  
	
  SECTION 16.1

  	
  The Guarantee

  	
  88

  
	
   

  	
   

  	
   

  
	
  SECTION 16.2

  	
  Net Payments

  	
  88

  
	
   

  	
   

  	
   

  
	
  SECTION 16.3

  	
  Guarantee
  Unconditional, etc

  	
  90

  
	
   

  	
   

  	
   

  
	
  SECTION 16.4

  	
  Reinstatement

  	
  91

  
	
   

  	
   

  	
   

  
	
  SECTION 16.5

  	
  Subrogation

  	
  91

  
	
   

  	
   

  	
   

  
	
  SECTION 16.6

  	
  Indemnity

  	
  91

  
	
   

  	
   

  	
   

  
	
  SECTION 16.7

  	
  Payment of Fees

  	
  92

  
				



 


v














 


INDENTURE,
dated as of [·](the “Indenture”), among ASSURED
GUARANTY MUNICIPAL HOLDINGS INC., a corporation duly organized and existing
under the laws of the State of New York (hereinafter called the “Company”),
having its principal executive office located at c/o Assured Guaranty Corp., 31
West 52nd Street, New York, New York, 10019, ASSURED GUARANTY LTD., a company
duly organized and existing under the laws of Bermuda (hereinafter called the “Guarantor”),
having its principal executive office at 30 Woodbourne Avenue, Hamilton HM 08,
Bermuda, and THE BANK OF NEW YORK MELLON, a New York banking corporation
(hereinafter called the “Trustee”), having its Corporate Trust Office located
at 101 Barclay Street, Floor 8 West, New York, New York 10286.


 


RECITALS


 


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


 


The
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 

















 


ARTICLE
1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.1         Definitions.


 


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


 


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


 


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


 


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


 


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


 


(5)                                  the word “or” is always used inclusively
(for example, the phrase “A or B” means “A or B or both,” not “either A or B
but not both”). Certain terms used principally in certain Articles
hereof are defined in those Articles.


 


“Act”
when used with respect to any Holders, has the meaning specified in Section 1.4.


 


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


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.11
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


2

















 


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


 


“Authorized
Officer” means, when used with respect to the Company, the President, the Chief
Financial Officer, any Vice President, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company.


 


“Bearer
Security” means any Security in the form established pursuant to Section 2.1
which is payable to bearer.


 


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


 


“Board
Resolution” means a copy of one or more resolutions, 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,” with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1,
any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.


 


“Capital
Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) equity of such Person, including Preferred Stock, but
excluding any debt securities convertible into such equity.


 


“Capitalized
Lease Obligation” means an obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with generally
accepted accounting principles, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined
in accordance with such principles.


 


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


 


“Common
Stock” in respect of any Corporation means Capital Stock of any class or
classes (however designated) which has no preference as to the payment of
dividends, or as to the 


 


3

















 


distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.


 


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


 


“Company
Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed in the name of the Company by an Authorized Officer,
and delivered to the Trustee.


 


“Consolidated
Net Worth” in respect of any Person means the total of the amounts shown on the
balance sheet of such Person and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of such Person ending at least 45 days prior to the taking of
any action for the purpose of which the determination is being made, as (i) the
par or stated value of all outstanding Capital Stock of such Person plus (ii) paid-in
capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or earned surplus, less any accumulated deficit.


 


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


 


“Corporate
Trust Office” means the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at 101 Barclay Street, Floor 8 West, New York, New York 10286.


 


“Corporation”
includes corporations and limited liability companies and, except for purposes
of Article 8, associations, companies and business trusts.


 


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


 


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


 


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


 


“Defaulted
Interest” has the meaning specified in Section 3.7.


 


4

















 


“Designated
Subsidiary” means any present or future consolidated Subsidiary of the Guarantor,
the Consolidated Net Worth of which constitutes at least 5% of the Consolidated
Net Worth of the Guarantor.


 


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


 


“Event
of Default” has the meaning specified in Section 5.1.


 


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


 


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


 


“Guarantee”
means the unconditional guarantee of the payment of the principal of, any
premium or interest on, and any Additional Amounts with respect to the
Securities by the Guarantor, as more fully set forth in Article 16.


 


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


 


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


 


5

















 


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


 


“Guarantor’s
Officer’s Certificate” means a certificate signed by the President, the Chief
Financial Officer, the General Counsel, any Vice President or the Secretary of
the Guarantor, that complies with the requirements of Section 314(e) of
the Trustee Indenture Act and is delivered to the Trustee.


 


“Guarantor
Request” and “Guarantor Order” mean, respectively, a written request or order,
as the case may be, signed in the name of the Guarantor by the President, the
Chief Financial Officer, the General Counsel, any Vice President or the
Secretary, of the Guarantor, and delivered to the Trustee.


 


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


 


“Indebtedness”
means, with respect to any Person, (i) the principal of and any premium
and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable; (ii) all
Capitalized Lease Obligations of such Person; (iii) all obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business); (iv) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (i) through (iii) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit); (v) all obligations of the type referred to in clauses (i) through
(iv) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable as obligor,
guarantor or otherwise; and (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of
the value of such property or assets or the amount of the obligation so
secured; and (vii) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness in
clauses (i) through (vi) above.


 


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


 


6

















 


and any Coupon appertaining thereto established
pursuant to Section 3.1 (as such terms and provisions may be amended
pursuant to the applicable provisions hereof).


 


“Independent
Public Accountants” means accountants or a firm of accountants that, with
respect to the Company, the Guarantor and any other obligor under the
Securities or the Coupons, are independent public accountants within the
meaning of the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, who may be the
independent public accountants regularly retained by the Company or the
Guarantor or who may be other independent public accountants. Such accountants
or firm shall be entitled to rely upon any Opinion of Counsel as to the
interpretation of any legal matters relating to this Indenture or certificates
required to be provided hereunder.


 


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


 


“Interest,”
with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity and, when
used with respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 10.4 or 16.2, includes such Additional
Amounts.


 


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


 


“Judgment
Currency” has the meaning specified in Section 1.16.


 


“Legal
Holidays” has the meaning specified in Section 1.14.


 


“Lien”
has the meaning specified in Section 10.5.


 


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


 


“New
York Banking Day” has the meaning specified in Section 1.16.


 


“Office”
or “Agency,” with respect to any Securities, means an office or agency of the
Company and the Guarantor maintained or designated in a Place of Payment for
such Securities pursuant to Section 10.2 or any other office or agency of
the Company and the Guarantor maintained or designated for such Securities
pursuant to Section 10.2 or, to the extent designated or required by Section 10.2
in lieu of such office or agency, the Corporate Trust Office of the Trustee.


 


7

















 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer that complies
with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee.


 


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


 


“Original
Issue Discount Security” means a Security issued pursuant to this Indenture
which provides for declaration of an amount less than the principal face amount
thereof to be due and payable upon acceleration pursuant to Section 5.2.


 


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


 


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


 


(b)                                 any such Security for whose payment at the Maturity
thereof money in the necessary amount has been theretofore deposited pursuant
hereto (other than pursuant to Section 4.2) with the Trustee or any Paying
Agent (other than the Company or the Guarantor) in trust or set aside and
segregated in trust by the Company or the Guarantor (if the Company shall act
as its own, or authorize the Guarantor to act as, Paying Agent) for the Holders
of such Securities and any Coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;


 


(c)                                  any such Security with respect to which
the Company or the Guarantor has effected defeasance pursuant to the terms
hereof, except to the extent provided in Section 4.2;


 


(d)                                 any such Security which has been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been
presented to the Trustee proof satisfactory to it that such
Security is held by a bona fide purchaser in whose hands such Security is a
valid obligation of the Company; and


 


8

















 


(e)                                  any such Security converted or exchanged
as contemplated by this Indenture into securities of the Company or the
Guarantor or another issuer, if the terms of such Security provide for such
conversion or exchange pursuant to Section 3.1;


 


provided,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the
principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company, the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, the
Guarantor or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee (A) the pledgee’s right so to act with respect to such
Securities and (B) that the pledgee is not the Company, the Guarantor or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company, the Guarantor or such other obligor.


 


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


 


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


 


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


 


9














 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same Indebtedness as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.6 in exchange for or in lieu of a lost,
destroyed, mutilated or stolen Security or any Security to which a mutilated,
destroyed, lost or stolen Coupon appertains shall be deemed to evidence the
same Indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


“Preferred
Stock” in respect of any Corporation means Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Corporation, over shares of Capital Stock of
any other class of such Corporation.


 


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


 


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


 


“Registered
Security” means any Security established pursuant to Section 2.1 which is
registered in a Security Register.


 


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


 


“Required
Currency” has the meaning specified in Section 1.16.


 


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


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or
debentures, or any other evidences of Indebtedness, as the case may be,
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, “Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.5.


 


10

















 


“Special
Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Company pursuant to Section 3.7.


 


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


 


“Subsidiary”
means, in respect of any Person, any Corporation, limited or general
partnership or other business entity of which at the time of determination more
than 50% of the voting power of the shares of its Capital Stock or other
interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is owned or controlled, directly or indirectly, by (i) such
Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one
or more Subsidiaries of such Person.


 


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


 


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


 


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


 


“United
States Alien,” except as otherwise provided in or pursuant to this Indenture or
any Security, means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S.
Depository” or “Depository” means, with respect to any Security issuable or
issued in the form of one or more global Securities, the Person designated as
U.S. Depository or Depository by the Company in or pursuant to this Indenture,
which Person must be, to the extent required by applicable law or regulation, a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and, if so provided with respect to any Security, any 


 


11

















 


successor to such Person. If at any time there is more
than one such Person, “U.S. Depository” or “Depository” shall mean, with
respect to any Securities, the qualifying entity which has been appointed with
respect to such Securities.


 


“Vice
President,” when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “Vice President”.


 


SECTION 1.2         Compliance
Certificates and Opinions.


 


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


 


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 individual signing
such certificate or opinion has read such condition or covenant and the
definitions herein relating thereto;


 


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


 


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


 


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


 


SECTION 1.3         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.


 


12

















 


Any
certificate or opinion of an officer of the Company or the Guarantor may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel,
provided that such officer, after reasonable inquiry, has no reason to believe
and does not believe that the Opinion of Counsel with respect to the matters
upon which his certificate or opinion is based is erroneous. Any such Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the Company or the Guarantor,
as the case may be, provided that such counsel, after reasonable inquiry, has
no reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.


 


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


 


SECTION 1.4         Acts
of Holders.


 


(1)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by or pursuant to
this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing. If, but only
if, Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided in or pursuant to this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in accordance with
the provisions of Article 15, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company or the Guarantor or both of them. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee, the Company and the Guarantor and any agent
of the Trustee, the Company or the Guarantor, if made in the manner provided in
this Section.  The record of any meeting
of Holders of Securities shall be proved in the manner provided in Section 15.6.  Without limiting the generality of this Section 1.4,
unless otherwise provided in or pursuant to this Indenture, a Holder, including
a U.S. Depository that is a Holder of a global Security, may make, give or
take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such 


 


13

















 


global
Security through such U.S. Depository’s standing instructions and customary
practices.


 


The Company shall fix a
record date for the purpose of determining the Persons who are beneficial
owners of interest in any permanent global Security held by a U.S. Depository
entitled under the procedures of such U.S. Depository to make, give
or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or
other Act, whether or not such Holders remain Holders after such record date.
No such request, demand, authorization, direction, notice, consent, waiver or
other Act shall be valid or effective if made, given or taken more than 90 days
after such record date.  Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.


 


The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date.  Promptly after
any record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders
to be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


 


(2)           The fact and date of the execution by any
Person of any such instrument or writing referred to in this Section 1.4
may be proved in any reasonable manner; and the Trustee may in any
instance require further proof with respect to any of the matters referred to
in this Section.


 


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


 


(4)           The ownership, principal amount and
serial numbers of Bearer Securities held by any Person, and the date of the
commencement and the date of the termination of 


 


14

















 


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


 


(5)           If the Company or the Guarantor shall
solicit from the Holders of any Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the
Company or the Guarantor, as the case may be, may at its option (but is not
obligated to), by Board Resolution or Guarantor’s Board Resolution, as the case
may be, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.


 


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


 


15

















 


SECTION 1.5         Notices,
etc. to Trustee, Company and Guarantor.


 


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


 


(1)           the Trustee by any Holder, the Guarantor
or the 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, or


 


(2)           the Company or the Guarantor, as the case
may be, by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company or the Guarantor, as the case may
be, addressed to the attention of its Treasurer, with a copy to the attention of its General
Counsel, 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 or the Guarantor, as the case may be.


 


SECTION 1.6         Notice
to Holders of Securities; Waiver.


 


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


 


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


 


(2)           such notice shall be sufficiently given
to Holders of Bearer Securities, if any, if published in an Authorized
Newspaper in The City of New York and, if such Securities are then
listed on any stock exchange outside the United States, in an Authorized
Newspaper in such city as the Company shall advise the Trustee that such stock
exchange so requires, on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and the second such
publication not later than the latest date prescribed for the giving of such
notice.  In any case where notice to
Holders of Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given or provided. In the case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.  In case by reason of
the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by 


 


16

















 


reason
of any other cause it shall be impracticable to publish any notice to Holders
of Bearers Securities as provided above, then such notification to Holders of
Bearer Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer Securities
as provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as
provided above.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders of Securities shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


SECTION 1.7         Language
of Notices.


 


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


 


SECTION 1.8         Conflict
with Trust Indenture Act.


 


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


 


SECTION 1.9         Effect
of Headings and Table of Contents.


 


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


 


SECTION 1.10       Successors
and Assigns.


 


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


 


SECTION 1.11       Separability
Clause.


 


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


 


SECTION 1.12       Benefits
of Indenture.


 


Nothing
in this Indenture, any Security or any Coupon, express or implied, shall give
to any Person, other than the parties hereto, any Security Registrar, any
Paying Agent, any 


 


17

















 


Authenticating Agent and their successors hereunder
and the Holders of Securities or Coupons, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


SECTION 1.13       Governing
Law.


 


This Indenture,
the Securities and any Coupons shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state (without
regard to conflicts of laws principles thereof).


 


SECTION 1.14       Legal
Holidays.


 


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


 


SECTION 1.15       Counterparts.


 


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


 


SECTION 1.16       Judgment
Currency.


 


The
Company and the Guarantor each agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
requisite amount of the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance
with clause (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual 


 


18

















 


receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.


 


SECTION 1.17       No
Security Interest Created.


 


Subject
to the provisions of Section 10.5, nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company, the Guarantor or their respective Subsidiaries is or may be located.


 


SECTION 1.18       Limitation
on Individual Liability.


 


No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder (except in
a shareholder’s corporate capacity as Guarantor), officer or director, as such,
past, present or future, of the Company or the Guarantor, as the case may be,
either directly or through the Company or the Guarantor, as the case may be,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company or the Guarantor, as the case
may be, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder,
officer or director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any Security or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such
Security.


 


SECTION 1.19       Submission
to Jurisdiction.


 


The
Company and the Guarantor each agrees that any judicial proceedings instituted
in relation to any matter arising under this Indenture, the Securities or any
Coupons appertaining thereto may be brought in any United States Federal or New
York State court sitting in the Borough of Manhattan, The City of New York, New
York to the extent that such court has 


 


19

















 


subject matter jurisdiction over the controversy, and,
by execution and delivery of this Indenture, the Company and the Guarantor each
hereby irrevocably accepts, generally and unconditionally, the jurisdiction of
the aforesaid courts, acknowledges their competence and irrevocably agrees to
be bound by any judgement rendered in such proceeding. The Company and the
Guarantor each also irrevocably and unconditionally waives for the benefit of
the Trustee and the Holders of the Securities and Coupons any immunity from
jurisdiction and any immunity from legal process (whether through service or
notice, attachment prior to judgement, attachment in the aid of execution,
execution or otherwise) in respect of this Indenture. The Company and the
Guarantor each hereby irrevocably designates and appoints for the benefit of
the Trustee and the Holders of the Securities and Coupons for the term of this
Indenture Assured Guaranty Corp., 31 West 52nd Street, New York, New York
10019, as its agent to receive on its behalf service of all process (with a
copy of all such service of process to be delivered to James M. Michener,
General Counsel and Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue,
Hamilton, HM 08, Bermuda) brought against it with respect to any such
proceeding in any such court in The City of New York, such service being hereby
acknowledged by each of the Company and the Guarantor to be effective and
binding service on it in every respect whether or not the Company or the
Guarantor, as the case may be, shall then be doing or shall have at any time
done business in New York. Such appointment shall be irrevocable so long as any
of the Securities or Coupons or the respective obligations of the Company and
the Guarantor hereunder remain outstanding, or until the appointment of a
successor by the Company or the Guarantor, as the case may be, and such
successor’s acceptance of such appointment. Upon such acceptance, the Company
or the Guarantor, as the case may be, shall notify the Trustee of the name and
address of such successor. The Company and the Guarantor each further agrees
for the benefit of the Trustee and the Holders of the Securities and the
Coupons to take any and all action, including the execution and filing of any
and all such documents and instruments, as may be necessary to continue such
designation and appointment of said Assured Guaranty Corp. in full force and
effect so long as any of the Securities or Coupons or the respective
obligations of the Company and the Guarantor hereunder shall be outstanding.
The Trustee shall not be obligated and shall have no responsibility with
respect to any failure by the Company or the Guarantor to take any such action.
Nothing herein shall affect the right to serve process in any other manner
permitted by any law or limit the right of the Trustee or any Holder to
institute proceedings against the Company or the Guarantor in the courts of any
other jurisdiction or jurisdictions.


 


SECTION 1.20       Waiver
of Jury Trial.


 


EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION 1.21       Force
Majeure.


 


In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation strikes, work stoppages, accidents, acts of war
or


 


20

















 


terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the
circumstances.


 


ARTICLE
2


 


SECURITIES
FORMS


 


SECTION 2.1         Forms
Generally.


 


Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto in accordance with Section 3.1, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Security or Coupon as evidenced by
their execution of such Security or Coupon.


 


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


 


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


 


SECTION 2.2         Form of
Trustee’s Certificate of Authentication.


 


Subject
to Section 6.11, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
  THE BANK OF NEW YORK MELLON,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


21














 


SECTION 2.3         Securities
in Global Form.


 


If the
Company shall establish pursuant to Section 3.1 that Securities of a
series shall be issuable in global form, any such Security may provide that it
or any number of such Securities shall represent the aggregate amount of
all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges. Any
endorsement of any Security in global form to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or in the Company Order to
be delivered pursuant to Section 3.3 or 3.4 with respect thereto. Subject
to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver, in each case at the Company’s expense, any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If
a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously
is, delivered, any instructions by the Company with respect to a Security in
global form shall be in writing but need not be accompanied by or contained in
an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.


 


Notwithstanding
the provisions of Section 3.7, unless otherwise specified in or pursuant
to this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding the provisions of Section 3.8
and except as provided in the preceding paragraph, the Company, the Guarantor,
the Trustee and any agent of the Company, the Guarantor or the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a global Security (i) in the case of a global Security in
registered form, the Holder of such global Security in registered form, or (ii) in
the case of a global Security in bearer form, the Person or Persons specified
pursuant to Section 3.1.


 


ARTICLE
3


 


THE
SECURITIES


 


SECTION 3.1         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.


 


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


 


22

















 


(1)           the title of such Securities and the
series in which such Securities shall be included;


 


(2)           any limit upon the aggregate principal
amount of the Securities of such title or the Securities of such 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 such series pursuant to Section 3.4,
3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of
such series pursuant to Article 13, upon surrender in part of any Registered
Security for conversion into other securities of the Company or exchange for
securities of the Guarantor or another issuer pursuant to its terms, or
pursuant to or as contemplated by the terms of such Securities);


 


(3)           if such Securities are to be issuable as
Registered Securities, as Bearer Securities or alternatively as Bearer
Securities and Registered Securities, and whether the Bearer Securities
are to be issuable with Coupons, without Coupons or both, and any restrictions
applicable to the offer, sale or delivery of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;


 


(4)           whether and when any of such Securities
are to be issuable in global form and (i) whether such Securities are
to be issued in temporary or permanent global form or both, (ii) whether
beneficial owners of interests in any such global Security may exchange such
interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such
exchanges may occur, if other than in the manner specified in Section 3.5,
and (iii) the name of the Depository or the U.S. Depository, as the case
may be, with respect to any such global Security;


 


(5)           if any of such Securities are to be
issuable as Bearer Securities or in global form, the date as of which any such
Bearer Security or global Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);


 


(6)           if any of such Securities are to be
issuable as Bearer Securities, whether interest in respect of any portion of a
temporary Bearer Security in global form payable in respect of an Interest
Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for
definitive Securities shall be paid to any clearing organization with respect
to the portion of such temporary Bearer Security held for its account and, in
such event, the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing organization will
be credited to the Persons entitled to interest payable on such Interest
Payment Date;


 


(7)           the date or dates, or the method or
methods, if any, by which such date or dates shall be determined, on which the
principal and premium (if any) of such Securities are payable;


 


23

















 


(8)           the rate or rates at which such
Securities shall bear interest, if any, or the method or methods, if any, by
which such rate or rates are to be determined, the date or dates, if any,
from which such interest shall accrue or the method or methods, if any, by
which such date or dates are to be determined, the Interest Payment Dates, if
any, on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on Registered Securities on any Interest Payment
Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


 


(9)           if in addition to or other than the
Borough of Manhattan, The City of New York, the place or places where the
principal of, any premium and interest on or any Additional Amounts with
respect to such Securities shall be payable, any of such Securities that are
Registered Securities may be surrendered for registration of transfer or
exchange, any of such Securities may be surrendered for conversion or exchange
and notices or demands to or upon the Company or the Guarantor in respect of
such Securities and this Indenture may be served, the extent to which, or the
manner in which, any interest payment or Additional Amounts on a global
Security on an Interest Payment Date, will be paid and the manner in which any
principal of or premium, if any, on any global Security will be paid;


 


(10)         whether any of such Securities are to be
redeemable at the option of the Company and, if so, the date or dates on which,
the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities may be redeemed, in whole or in
part, at the option of the Company;


 


(11)         whether the Company is obligated to
redeem or purchase any of such Securities pursuant to any sinking fund or
analogous provision or at the option of any Holder thereof and, if so,
the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities
shall be redeemed or purchased, in whole or in part, pursuant to such obligation,
and any provisions for the remarketing of such Securities so redeemed or
purchased;


 


(12)         if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any of such Securities that are Registered
Securities shall be issuable;


 


(13)         any of such Securities that are Bearer
Securities shall be issuable if other than the denomination of $5,000;


 


(14)         whether the Securities of the series will
be convertible into other securities of the Company and/or exchangeable for
securities of the Guarantor or another issuer, and if so, the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any deletions from or modifications or additions to this Indenture to 


 


24

















 


permit
or to facilitate the issuance of such convertible or exchangeable Securities or
the administration thereof;


 


(15)         if other than the principal amount
thereof, the portion of the principal amount of any of such Securities that
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or the method by which such portion is to be
determined;


 


(16)         if other than Dollars, the Foreign
Currency in which payment of the principal of, any premium or interest on or
any Additional Amounts with respect to any of such Securities shall be
payable;


 


(17)         if the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Securities
are to be payable, at the election of the Company or a Holder thereof or
otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are
stated to be payable, the date or dates on which, the period or periods within
which, and the other terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the
Currency in which such Securities are stated to be payable and the Currency in
which such Securities or any of them are to be paid pursuant to such election,
and any deletions from or modifications of or additions to the terms of this
Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;


 


(18)         whether the amount of payments of
principal of, any premium or interest on or any Additional Amounts with respect
to such Securities may be determined with reference to an index, formula or
other method or methods (which index, formula or method or methods may be
based, without limitation, on one or more Currencies, commodities, equity
securities, equity indices or other indices), and, if so, the terms and
conditions upon which and the manner in which such amounts shall be determined
and paid or payable;


 


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


 


(20)         whether either or both of Section 4.2(2) relating
to defeasance or Section 4.2(3) relating to covenant defeasance shall
not be applicable to the Securities of such series, or any covenants in
addition to those specified in Section 4.2(3) relating to the
Securities of such series which shall be subject to covenant defeasance, and
any deletions from, or modifications or additions to, the provisions of Article 4
in respect of the Securities of such series;


 


25

















 


(21)         whether any of such Securities are to be
issuable upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered;


 


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


 


(23)         if there is more than one Trustee, the
identity of the Trustee and, if not the Trustee, the identity of each Security
Registrar, Paying Agent or Authenticating Agent with respect to such
Securities;


 


(24)         any terms applicable to Original Issue
Discount (as that term is defined in the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), if any, including the rate or rates
at which such Original Issue Discount, if any, shall accrue;


 


(25)         any proposed listing on any national or
foreign securities exchange of the Securities of the series; and


 


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


 


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 the
Board Resolution referred to above and (subject to Section 3.3) set forth
in the Officer’s Certificate or in any such indenture supplemental hereto.


 


26

















 


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


 


SECTION 3.2         Currency;
Denominations.


 


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


 


SECTION 3.3         Execution,
Authentication, Delivery and Dating.


 


Securities
shall be executed on behalf of the Company by its Chairman of the Board, a Vice
Chairman, its President, its Treasurer or a Vice President under its corporate
seal reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.


 


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


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities, together with any Coupons appertaining
thereto, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officer’s Certificate or supplemental
indenture or indentures with respect to such Securities referred to in Section 3.1
and a Company Order for the authentication and delivery of such Securities have
been delivered to the Trustee, the Trustee in accordance with the Company Order
and subject to the provisions hereof and of such Securities shall authenticate
and deliver such Securities. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities and any Coupons appertaining thereto, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the
Trust Indenture Act) shall be fully protected in relying upon,


 


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


 


27

















 


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


 


(b)           all conditions precedent to the
authentication and delivery of such Securities and Coupons, if any,
appertaining thereto, have been complied with and that such Securities and
Coupons, when completed by appropriate insertions, executed under the Company’s
corporate seal and attested by duly authorized officers of the Company,
delivered by duly authorized officers of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law) and will entitle the Holders thereof to the benefits of this
Indenture, including the Guarantee; such Opinion of Counsel need express no
opinion as to the availability of equitable remedies;


 


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


 


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


 


(2)           an Officer’s Certificate and a Guarantor’s
Officer’s Certificate, in each case stating that, to the best knowledge of the
Persons executing such certificate, all conditions precedent to the execution,
authentication and delivery of such Securities and Coupons, if any,
appertaining thereto, have been complied with, and no event which is, or after
notice or lapse of time would become, an Event of Default with respect to any
of the Securities shall have occurred and be continuing.  If all the Securities of any series are not
to be issued at one time, it shall not be necessary to deliver an Opinion of
Counsel and an Officer’s Certificate and Guarantor’s Officer’s Certificate at
the time of issuance of each Security, but such opinion and certificates, with
appropriate modifications, shall be delivered at or before the time of issuance
of the first Security of such series. After any such first delivery, any
separate written request by an Authorized Officer of the Company or any person
designated in writing by an Authorized Officer that the Trustee authenticate
and deliver Securities of such series for original issue will be deemed to be a
certification by the Company and the Guarantor that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default
with respect to any of the Securities has occurred or is continuing.


 


28

















 


The Trustee shall not be
required to authenticate or to cause an Authenticating Agent to authenticate
any Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee or if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken.


 


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


 


No Security or Coupon
appertaining thereto shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.2
or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent
by the manual signature of one of its authorized officers. Such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.


 


SECTION 3.4         Temporary
Securities.


 


Pending
the preparation of definitive Securities, the Company may execute and deliver
to the Trustee and, upon Company Order, the Trustee shall authenticate and
deliver, in the manner provided in Section 3.3, temporary Securities in
lieu thereof which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form or, if authorized in or pursuant to this Indenture, in bearer form with
one or more Coupons or without Coupons and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the Company
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Such temporary Securities may be in global form.


 


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


 


29

















 


delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
or pursuant to this Indenture. Unless otherwise provided in or pursuant to this
Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 


SECTION 3.5         Registration,
Transfer and Exchange.


 


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


 


Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.


 


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


 


If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, 


 


30

















 


such exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company, the Guarantor
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company, the Guarantor and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such
a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided
in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and
like tenor after the close of business at such Office or Agency on (i) any
Regular Record Date and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such Office or Agency on the related
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the Coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be (or, if such Coupon is so surrendered
with such Bearer Security, such Coupon shall be returned to the Person so
surrendering the Bearer Security), and interest or Defaulted Interest, as the
case may be, shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.


 


If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may
be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.


 


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


 


Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such
interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing 


 


31

















 


identical terms and in aggregate principal amount
equal to the principal amount of such global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such
global Security shall be surrendered from time to time by the U.S. Depository
or such other Depository as shall be specified in the Company Order with
respect thereto, and in accordance with instructions given to the Trustee and
the U.S. Depository or such other Depository, as the case may be (which
instructions shall be in writing but need not be contained in or accompanied by
an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for the
global Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof, but subject to the
satisfaction of any certification or other requirements to the issuance of
Bearer Securities; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Securities of the same series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that (unless otherwise provided in or
pursuant to this Indenture) no Bearer Security delivered in exchange for a portion
of a global Security shall be mailed or otherwise delivered to any location in
the United States. Promptly following any such exchange in part, such global
Security shall be returned by the Trustee to such Depository or the U.S.
Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred
to above. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such Office or
Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.


 


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


 


Every
Registered Security presented or surrendered for registration of transfer or
for exchange or redemption shall (if so required by the Company or the Security
Registrar for such Security) be duly endorsed, or be accompanied by a written
instrument of transfer in form 


 


32

















 


satisfactory to the Company and the Security Registrar
for such Security duly executed by the Holder thereof or his attorney duly
authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses
(including fees and expenses of the Trustee) that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.


 


Except
as otherwise provided in or pursuant to this Indenture, the Company shall not
be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Securities of like tenor and
the same series under Section 11.3 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange
any Registered Security selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer
of or exchange any Security which, in accordance with its terms, has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.


 


SECTION 3.6         Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security or a Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, subject to the provisions of this Section 3.6,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series containing identical terms
and of like principal amount and bearing a number not contemporaneously
outstanding, with Coupons appertaining thereto corresponding to the Coupons, if
any, appertaining to the surrendered Security.


 


If
there be delivered to the Company, the Guarantor and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
Coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company, the Guarantor or the Trustee that such Security
or Coupon has been acquired by a bona fide purchaser, the Company shall execute
and, upon the Company’s request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a
new Security of the same series containing identical terms and of like
principal amount and bearing a number not contemporaneously outstanding, with
Coupons appertaining thereto corresponding to the Coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen Coupon appertains.


 


33














 


Notwithstanding
the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 10.2,
be payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.


 


Upon
the issuance of any new Security under this Section 3.6, 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, with any Coupons appertaining thereto issued pursuant to this Section 3.6
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen Coupon appertains shall constitute a
separate obligation of the Company and the Guarantor, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.


 


The provisions of this Section 3.6, as amended
or supplemented pursuant to this Indenture with respect to particular
Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or Coupons.


 


SECTION 3.7         Payment
of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.


 


Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.


 


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


 


34

















 


(1)           The Company or the Guarantor, as the case
may be, may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed by the Company
in the following manner. The Company or the Guarantor, as the case may be,
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on such Registered Security, the Special Record Date
therefor and the date of the proposed payment, and at the same time the Company
or the Guarantor, as the case may be, shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
so deposited to be held in trust for the benefit of the Person entitled to such
Defaulted Interest as in this Clause provided. The Special Record Date for the
payment of such Defaulted Interest 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 notification to the Trustee of the proposed payment. The Trustee
shall, in the name and at the expense of the Company or the Guarantor, cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to the Holder
of such Registered Security (or a Predecessor Security thereof) at his address
as it appears in the Security Register not less than 10 days prior to such
Special Record Date.  The Trustee may, in
its discretion, in the name and at the expense of the Company or the Guarantor,
cause a similar notice to be published at least once in an Authorized Newspaper
of general circulation in the Borough of Manhattan, The City of New York, but
such publication shall not be a condition precedent to the establishment of
such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 


(2)           The Company or the Guarantor, as the case
may be, may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Security may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company or the Guarantor, as the case may be, to
the Trustee of the proposed payment pursuant to this Clause, such payment shall
be deemed practicable by the Trustee. 
Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company or the Guarantor, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.


 


Subject to the foregoing
provisions of this Section and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu 


 


35

















 


of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


In the case of any
Registered Security of any series that is convertible into other securities of
the Company or exchangeable for securities of the Guarantor or another issuer, which Registered
Security is converted or exchanged after any Regular Record Date and on or prior
to the next succeeding Interest Payment Date (other than any Registered
Security with respect to which the Stated Maturity is prior to such Interest
Payment Date), interest with respect to which the Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with respect
to which the Stated Maturity is after the date of conversion or exchange of
such Registered Security shall not be payable.


 


SECTION 3.8         Persons
Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company or the
Guarantor or the Trustee may treat the Person in whose name such Registered
Security is registered in the Security Register as the owner of such Registered
Security for the purpose of receiving payment of principal of, any premium and
(subject to Sections 3.5 and 3.7) interest on and any Additional Amounts with
respect to such Registered Security and for all other purposes whatsoever,
whether or not any payment with respect to such Registered Security shall be
overdue, and none of the Company, the Guarantor, the Trustee or any agent of
the Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.


 


The
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the bearer of any Bearer Security or the bearer of any
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon
shall be overdue, and none of the Company, the Guarantor, the Trustee or any
agent of the Company, the Guarantor or the Trustee shall be affected by notice
to the contrary.


 


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


 


36

















 


SECTION 3.9         Cancellation.


 


All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Company or the
Guarantor may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
or the Guarantor may have acquired in any manner whatsoever, and all Securities
so delivered shall be cancelled promptly by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by or pursuant to this
Indenture. All cancelled Securities and Coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures.


 


SECTION 3.10       Computation
of Interest.


 


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


 


SECTION 3.11       CUSIP
Numbers.


 


The
Company in issuing the Securities may use a “CUSIP”, “CINS”, or “ISIN” number
(if then generally in use), and the Company and the Trustee shall use such “CUSIP”
“CINS”, or “ISIN” number in notices of redemption or exchange as a convenience
to Holders; provided that any such notice shall state that no
representation is made as to the correctness of such “CUSIP” “CINS”, or “ISIN”
number either as printed on the Securities or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Securities; and provided, further, that
failure to use “CUSIP” “CINS”, or “ISIN” numbers in any notice of redemption or
exchange shall not affect the validity or sufficiency of such notice. The
Company shall promptly notify the Trustee of any change in “CUSIP” “CINS”, or “ISIN”
number for the Securities.


 


ARTICLE
4


 


SATISFACTION
AND DISCHARGE OF INDENTURE


 


SECTION 4.1         Satisfaction
and Discharge.


 


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


 


(1)           either


 


37

















 


(a)                                  all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange for
Registered Securities of such series and maturing after such exchange whose
surrender is not required or has been waived as provided in Section 3.5, (ii) Securities
and Coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing
after the relevant Redemption Date whose surrender has been waived as provided
in Section 11.7, and (iv) Securities and Coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company or the Guarantor and thereafter repaid to the
Company or the Guarantor, as the case may be, or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for
cancellation; or


 


(b)                                 all Securities of such series and, in the case of (i) or
(ii) below, any Coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation (i) have become due and payable, or (ii) will
become due and payable at their Stated Maturity within one year, or (iii) if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company and the Guarantor, and the Company or the Guarantor, in the case of
(i), (ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such Securities are payable in an amount sufficient to
pay and discharge the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and any Additional
Amounts with respect to such Securities and any Coupons appertaining thereto,
to the date of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be;


 


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


 


38

















 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company and the Guarantor to the Trustee
under Section 6.6 and, if money shall have been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company, the Guarantor and the Trustee with respect to the
Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Sections 10.4 and 16.2 (but only to the extent
that the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)),
and with respect to any rights to convert or exchange such Securities into
securities of the Company or the Guarantor or another issuer shall survive.


 


SECTION 4.2         Defeasance
and Covenant Defeasance.


 


(1)           Unless pursuant to Section 3.1,
either or both of (i) defeasance of the Securities of or within a series
under clause (2) of this Section 4.2 shall not be applicable
with respect to the Securities of such series or (ii) covenant defeasance
of the Securities of or within a series under clause (3) of this Section 4.2
shall not be applicable with respect to the Securities of such series, then
such provisions, together with the other provisions of this Section 4.2
(with such modifications thereto as may be specified pursuant to Section 3.1
with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be
applied to such Outstanding Securities and any Coupons appertaining thereto
upon compliance with the conditions set forth below in this Section 4.2.


 


(2)           Upon the Company’s exercise of the above
option applicable to this Section 4.2(2) with respect to any
Securities of or within a series, the Company and the Guarantor
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any Coupons appertaining thereto and under the
Guarantee in respect thereof, respectively, on the date the conditions set
forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company or the Guarantor shall
be deemed to have paid and discharged the entire Indebtedness represented by
such Outstanding Securities and any Coupons appertaining thereto, and under the
Guarantee in respect thereof, which shall thereafter be deemed to be “Outstanding”
only for the purposes of clause (5) of this 


 


39

















 


Section 4.2
and the other Sections of this Indenture referred to in clauses (i) and (ii) below,
and to have satisfied all of its other obligations under such Securities and
any Coupons appertaining thereto, and under the Guarantee in respect thereof,
and this Indenture insofar as such Securities and any Coupons appertaining
thereto, and the Guarantee in respect thereof, are concerned (and the Trustee,
at the expense of the Company and the Guarantor, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such Outstanding Securities and any Coupons appertaining thereto
to receive, solely from the trust fund described in clause (4) of this Section 4.2
and as more fully set forth in such clause, payments in respect of the
principal of (and premium, if any) and interest, if any, on, and Additional
Amounts, if any, with respect to, such Securities and any Coupons appertaining
thereto when such payments are due, and any rights of such Holder to convert
such Securities into other securities of the Company or exchange such
Securities for securities of the Guarantor or another issuer, (ii) the
obligations of the Company, the Guarantor and the Trustee with respect to such
Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Sections 10.4 and 16.2 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 4.2(4)(a) below), and
with respect to any rights to convert such Securities into other securities of
the Company or exchange such Securities for securities of the Guarantor or
another issuer, (iii) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (iv) this Section 4.2. The Company may
exercise its option under this Section 4.2(2) notwithstanding the
prior exercise of its option under clause (3) of this Section 4.2
with respect to such Securities and any Coupons appertaining thereto.


 


(3)           Upon the Company’s exercise of the option
to have this Section 4.2(3) apply with respect to any Securities of
or within a series, the Company and the Guarantor shall be released from
their obligations under Sections 10.5 and 10.6, and, to the extent specified
pursuant to Section 3.1(19), any other covenant applicable to such
Securities, with respect to such Outstanding Securities and any Coupons
appertaining thereto, and the Guarantee in respect thereof, on and after the
date the conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, “covenant defeasance”), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any Coupons appertaining thereto, the Company and
the Guarantor may omit to comply with, and shall have no liability in respect
of, any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason
of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1(5) or
5.1(10) or otherwise, as the case may be, but, 


 


40

















 


except
as specified above, the remainder of this Indenture and such Securities and
Coupons appertaining thereto and the Guarantee in respect thereof shall be
unaffected thereby.


 


(4)           The following shall be the conditions to
application of clause (2) or (3) of this Section 4.2 to any
Outstanding Securities of or within a series and any Coupons
appertaining thereto and the Guarantee in respect thereof:


 


(a)                                  The Company or the Guarantor shall have irrevocably
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.7 who shall agree to comply with
the provisions of this Section 4.2 applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such
Securities and any Coupons appertaining thereto, (1) an amount in Dollars
or in such Foreign Currency in which such Securities and any Coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2) Government
Obligations applicable to such Securities and Coupons appertaining thereto
(determined on the basis of the Currency in which such Securities and Coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any,
on such Securities and any Coupons appertaining thereto, money in an amount, or
(3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (y) the principal of (and premium, if any)
and interest, if any, on such Outstanding Securities and any Coupons
appertaining thereto at the Stated Maturity of such principal or installment of
principal or premium or interest and (z) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities and
any Coupons appertaining thereto on the days on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities
and any Coupons appertaining thereto.


 


41














 


(b)                                 Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company or
the Guarantor is a party or by which either of them is bound.


 


(c)                                  No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to such
Securities and any Coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit and, with respect to defeasance only,
at any time during the period ending on the 123rd day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(d)                                 In the case of an election under clause (2) of
this Section 4.2, the Company or the Guarantor shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the company or the
Guarantor has received from the Internal Revenue Service a letter ruling,
or there has been published by the Internal Revenue Service a Revenue Ruling,
or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any Coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance had not occurred.


 


(e)                                  In the case of an election under clause (3) of
this Section 4.2, the Company or the Guarantor shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(f)                                    The Company or the Guarantor shall have delivered to
the Trustee an Opinion of Counsel to the effect that, after the 


 


42

















 


123rd day after
the date of deposit, all money and Government Obligations (or other property as
may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited or caused to be deposited with the Trustee (or other
qualifying trustee) pursuant to this clause (4) to be held in trust will
not be subject to any case or proceeding (whether voluntary or involuntary) in
respect of the Company or the Guarantor under any Federal or State bankruptcy,
insolvency, reorganization or other similar law, or any decree or order for
relief in respect of the Company or the Guarantor issued in connection
therewith.


 


(g)                                 The Company and the Guarantor shall have delivered to
the Trustee an Officer’s Certificate and a Guarantor’s Officer’s Certificate
and the Company or the Guarantor shall have delivered to the Trustee an Opinion
of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance under clause (2) or (3) of this Section 4.2
(as the case may be) have been complied with.


 


(h)                                 Notwithstanding any other provisions of this Section 4.2(4),
such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company or the Guarantor in connection therewith pursuant
to Section 3.1.


 


(5)           Unless otherwise specified in or pursuant
to this Indenture or any Security, if, after a deposit referred to in Section 4.2(4)(a) has
been made, (a) the Holder of a Security in respect of which such
deposit was made is entitled to, and does, elect pursuant to Section 3.1
or the terms of such Security to receive payment in a Currency other than that
in which the deposit pursuant to Section 4.2(4)(a) has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of
the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
been made, the indebtedness represented by such Security and any Coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the
amount or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or
Conversion Event based on (x) in the case of payments made pursuant to
clause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


43

















 


The
Company and the Guarantor (without duplication) shall pay and indemnify the
Trustee (or other qualifying trustee, collectively for purposes of this Section 4.2(5) and
Section 4.3, the “Trustee”) against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 4.2
or the principal or interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.


 


Anything in this Section 4.2 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request, or the Guarantor upon Guarantor Request, as the case
may be, any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Section 4.2.


 


SECTION 4.3         Application
of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money and
Government Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1
or 4.2 in respect of any Outstanding Securities of any series and any Coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent or the
Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders
of such Securities and any Coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any; but such money and Government Obligations need
not be segregated from other funds except to the extent required by law.


 


ARTICLE
5


 


REMEDIES


 


SECTION 5.1         Events
of Default.


 


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


 


44

















 


(1)           default in the payment of any interest on
any Security of such series, or any Additional Amounts payable with respect
thereto, when such interest becomes or such Additional Amounts become
due and payable, and continuance of such default for a period of 30 days; or


 


(2)           default in the payment of the principal
of or any premium on any Security of such series, or any Additional Amounts
payable with respect thereto, when such principal or premium becomes or
such Additional Amounts become due and payable at their Maturity; or


 


(3)           default in the performance, or breach, of
the covenants of the Guarantor in Section 8.3 or Section 10.7 of this
Indenture and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; PROVIDED that, to the extent that such covenants are not
enforceable under the laws of Bermuda, such covenants shall be deemed not made
but, nevertheless, (A) the implementation of any consolidation,
amalgamation, merger or other transaction described in Section 8.3 that
does not meet the conditions set forth in subsections (1), (2) and (3) thereof,
or (B) the failure of the Guarantor to preserve and keep in full force and effect its
corporate existence and that of each of its Subsidiaries and their respective
rights (charter and statutory) and franchises in the manner that would
otherwise have been required by Section 10.7, and in either case (A) or
(B) the continuance of any such event for a period of 60 days after there
has been given, by registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, a written notice specifying such event and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder, shall
constitute an Event of Default.


 


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


 


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


 


45

















 


(6)           if any event of default as defined in any
mortgage, indenture or instrument under which there may be issued, or by which
there may be secured or evidenced, any Indebtedness of the Company
or the Guarantor (including, in each case, an Event of Default under any other
series of Securities), whether such Indebtedness now exists or shall hereafter
be created or incurred, shall happen and shall consist of default in the
payment of more than $50,000,000 in principal amount of such Indebtedness at
the maturity thereof (after giving effect to any applicable grace period) or
shall result in such Indebtedness in principal amount in excess of $50,000,000
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such default shall not be cured or such
acceleration shall not be rescinded or annulled within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such event
of default and requiring the Company or the Guarantor to cause such
acceleration to be rescinded or annulled or to cause such Indebtedness to be
discharged and stating that such notice is a “Notice of Default” hereunder; or


 


(7)           the Company or the Guarantor shall fail
within 60 days to pay, bond or otherwise discharge any uninsured judgment or
court order for the payment of money in excess of $50,000,000, which is
not stayed on appeal or is not otherwise being appropriately contested in good
faith; or


 


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


 


(a)                                  a decree or order for relief in respect of the Company
or the Guarantor in an involuntary proceeding under any applicable bankruptcy,
insolvency, reorganization (other than a reorganization under a foreign law
that does not relate to insolvency) or other similar law and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or


 


(b)                                 a decree or order adjudging the Company or the
Guarantor to be insolvent, or approving a petition seeking reorganization
(other than a reorganization under a foreign law that does not relate to
insolvency), arrangement, adjustment or composition of the Company or the
Guarantor and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or


 


(c)                                  a final and non-appealable order appointing a
custodian, receiver, liquidator, assignee, trustee or other similar official of
the Company or the Guarantor of any substantial part of the property of the
Company or the Guarantor or 


 


46

















 


ordering the
winding up or liquidation of the affairs of the Company or the
Guarantor; or


 


(d)                                 the commencement by the Company or the Guarantor of a
voluntary proceeding under any applicable bankruptcy, insolvency,
reorganization (other than a reorganization under a foreign law that
does not relate to insolvency) or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Company or
the Guarantor to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Company or the Guarantor of a petition or answer or consent
seeking reorganization, arrangement, adjustment or composition of the Company
or relief under any applicable law, or the consent by the Company or the
Guarantor to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee or similar
official of the Company or the Guarantor or any substantial part of the
property of the Company or the Guarantor or the making by the Company or the
Guarantor of an assignment for the benefit of creditors, or the taking of
corporate action by the Company or the Guarantor in furtherance of any such
action;


 


(9)           any Guarantee shall for any reason cease
to be, or be asserted in writing by the Guarantor or the Company not to be, in
full force and effect, enforceable in accordance with its terms; or


 


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


 


SECTION 5.2         Acceleration
of Maturity; Rescission and Annulment.


 


If an
Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (8) of Section 5.1)
occurs and is continuing, then the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of such series may declare
the principal of all the Securities of such series, or such lesser amount as
may be provided for in the Securities of such series, to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to
the Trustee if given by the Holders), and upon any such declaration such
principal or such lesser amount shall become immediately due and payable.


 


47

















 


If an
Event of Default specified in clause (8) of Section 5.1 occurs, all
unpaid principal of and accrued interest on the Outstanding Securities of that
series (or such lesser amount as may be provided for in the Securities of such
series) shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of any
Security of that series.


 


At any time after a declaration of acceleration with
respect to the 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 not less than a
majority in principal amount of the Outstanding Securities of such series, by
written notice to the Company, the Guarantor and the Trustee, may rescind and
annul such declaration and its consequences if


 


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


 


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


 


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


 


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


 


(d)                                 all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due the Trustee under Section 6.6;
and


 


(2)           all Events of Default with respect to
Securities of such series, other than the non-payment of the principal of, any
premium and interest on, and any Additional Amounts with respect to
Securities of such series which shall have become due solely by such
declaration of acceleration, shall have been cured or waived as provided in Section 5.13.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.


 


SECTION 5.3         Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The
Company and the Guarantor each covenants, in each case, that if


 


48

















 


(1)           default is made in the payment of any
installment of interest on or any Additional Amounts with respect to any
Security or any Coupon appertaining thereto when such interest or Additional
Amounts shall have become due and payable and such default continues for a
period of 30 days, or


 


(2)           default is made in the payment of the
principal of or any premium on any Security or any Additional Amounts with
respect thereto at their Maturity, or,


 


(3)           default is made in the payment of any
sinking or purchase fund or analogous obligation when the same becomes due by
the terms of the Securities of any series;


 


(4)           the Company or the
Guarantor, as the case may be, shall, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money then due and payable with
respect to such Securities and any Coupons appertaining thereto, with interest
upon the overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest and Additional Amounts at the rate or rates borne by or provided for
in such Securities, and, in addition thereto, such further amount of money as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due to the Trustee under Section 6.6.


 


If the
Company or the Guarantor fails to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce
the same against the Company or the Guarantor or any other obligor upon such
Securities and any Coupons appertaining thereto and collect the monies adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company or the Guarantor or any other obligor upon such Securities and any
Coupons appertaining thereto, wherever situated.


 


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series and any Coupons appertaining thereto by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.


 


SECTION 5.4         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, the Guarantor or any other obligor upon the
Securities of any series or the property of 


 


49

















 


the Company, the Guarantor or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company or the Guarantor for the payment of any overdue principal,
premium, interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


 


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


 


(2)           to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder of Securities or any Coupons to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Securities or any Coupons, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 6.6.


 


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


 


SECTION 5.5         Trustee
May Enforce Claims without Possession of Securities or Coupons.


 


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


 


50














 


SECTION 5.6         Application
of Money Collected.


 


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


 


FIRST:  To the payment of all amounts due the Trustee
and any predecessor Trustee under Section 6.6;


 


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


 


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


 


SECTION 5.7         Limitations
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it
being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference 


 


51

















 


over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders (it being further understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to any such Holder).


 


SECTION 5.8         Unconditional
Right of Holders to Receive Principal and any Premium, Interest and Additional
Amounts.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment
of the principal of, any premium and (subject to Sections 3.5 and 3.7) interest
on, and any Additional Amounts with respect to such Security or payment of such
Coupon, as the case may be, on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption,
on the Redemption Date or, in the case of repayment at the option of such
Holder if provided in or pursuant to this Indenture, on the date such repayment
is due) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.


 


SECTION 5.9         Restoration
of Rights and Remedies.


 


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


 


SECTION 5.10       Rights
and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security or a Coupon is intended to be exclusive of any
other right or remedy, and every right and remedy, to the extent permitted by
law, shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


SECTION 5.11       Delay
or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Security or Coupon to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or
by law to the Trustee or to any Holder of a Security or a 


 


52

















 


Coupon may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by such Holder, as the case
may be.


 


SECTION 5.12       Control
by Holders of Securities.


 


The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such series
and any Coupons appertaining thereto, provided that (subject to Section 6.1
below)


 


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


 


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


 


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


 


SECTION 5.13       Waiver
of Past Defaults.


 


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


 


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


 


(2)           in respect of a covenant or provision
hereof which under Article 9 cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.


 


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


 


SECTION 5.14       Waiver
of Usury, Stay or Extension Laws.


 


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


 


53

















 


execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such
law had been enacted.


 


SECTION 5.15       Undertaking
for Costs.


 


All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, 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 5.15 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into other securities in accordance with
its terms.


 


ARTICLE
6



THE TRUSTEE


 


SECTION 6.1         Certain
Rights of Trustee.


 


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


 


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


 


(2)           any request or direction of the Company
or of the Guarantor mentioned herein shall be sufficiently evidenced by a
Company Request or a Company Order or by a Guarantor Request or Guarantor
Order, as the case may be (in each case, other than delivery of any Security,
together with any Coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 3.3 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of
Directors or of the Guarantor’s Board of Directors may be sufficiently
evidenced by a Board Resolution or by a Guarantor’s Board Resolution, as the
case may be;


 


54

















 


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


 


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


 


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


 


(6)           the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, coupon or other paper or document,
but the Trustee, in its discretion, may, but shall not be obligated to make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Company and the
Guarantor, personally or by agent or attorney;


 


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


 


(8)           the Trustee shall not be liable for any
action taken or error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent, acted in bad faith or engaged in willful
misconduct;


 


(9)           the Authenticating Agent, Paying Agent,
and Security Registrar shall have the same protections as the Trustee set forth
hereunder;


 


(10)         the Trustee shall not be liable with
respect to any action taken, suffered or omitted to be taken by it in good
faith in accordance with an Act of the Holders hereunder, and, to the
extent not so provided herein, with respect to any act requiring the Trustee to
exercise its own discretion, 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
or any Securities, unless it shall 


 


55

















 


be
proved that, in connection with any such action taken, suffered or omitted or
any such act, the Trustee was negligent, acted in bad faith or engaged in
willful misconduct;


 


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


 


(12)         the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder; and


 


(13)         the Trustee may request that the Company
deliver an Officer’s Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded


 


SECTION 6.2         Notice
of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the Securities
of any series, the Trustee shall transmit by mail to all Holders of Securities
of such series entitled to receive reports pursuant to Section 7.3(3),
notice of such default hereunder actually known to a Responsible Officer of the
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any), or interest, if any, on, or Additional Amounts or any
sinking fund or purchase fund installment with respect to, any Security of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further, that in the case
of any default of the character specified in Section 5.1(6) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


SECTION 6.3         Not
Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company or the Guarantor, as the case may be, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Coupons, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a Statement 


 


56

















 


of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of the Securities or the proceeds thereof.


 


SECTION 6.4         May Hold
Securities.


 


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


 


SECTION 6.5         Money
Held in Trust.


 


Except
as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company or the Guarantor.


 


SECTION 6.6         Compensation
and Reimbursement.


 


The
Company and the Guarantor (without duplication) each agree:


 


(1)           to pay to the Trustee from time to time
such compensation as shall be agreed in writing between the Company and the
Trustee for all services rendered by the Trustee hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(2)           except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture or arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to the Trustee’s negligence or bad faith; and


 


(3)           to indemnify the Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on
their part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim (whether asserted by the Company, the Guarantor, a
Holder or any other Person) or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that any such loss, liability or expense was due to the Trustee’s negligence or
bad faith.


 


57

















 


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


 


To the
extent permitted by law, any compensation or expense incurred by the Trustee
after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law. “Trustee” for purposes of this Section 6.6 shall include
any predecessor Trustee but the negligence or bad faith of any Trustee shall
not affect the rights of any other Trustee under this Section 6.6.


 


The
provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the
Trustee and shall apply with equal force and effect to the Trustee in its
capacity as Authenticating Agent, Paying Agent or Security Registrar.


 


SECTION 6.7         Corporate
Trustee Required; Eligibility.


 


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


 


SECTION 6.8         Resignation
and Removal; Appointment of Successor.


 


(1)           No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor
Trustee pursuant to Section 6.9.


 


(2)           The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice
thereof to the Company and the Guarantor. If the instrument of
acceptance by a successor Trustee required by Section 6.9 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.


 


(3)           The Trustee may be removed at any time
with respect to the Securities of any series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee, the Company and the Guarantor.  If the instrument of acceptance by a
successor Trustee required by Section 6.9 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, 


 


58

















 


the
resigning Trustee may petition at the expense of Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.


 


(4)           If at any time:


 


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


 


(b)                                 the Trustee shall cease to be eligible under Section 6.7
and shall fail to resign after written request therefor by the Company, the
Guarantor or any such Holder, or


 


(c)                                  the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company, by or pursuant to a Board Resolution, or the Guarantor, by or pursuant
to a Guarantor’s Board Resolution, may remove the Trustee with respect to all
Securities or the Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee or Trustees.


 


(5)           If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, and the Guarantor,
by or pursuant to a Guarantor’s Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of such series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 6.9.
If, within one year after such resignation, removal or incapacity, 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 


 


59

















 


amount
of the Outstanding Securities of such series delivered to the Company, the
Guarantor and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.9, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company and the Guarantor. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company and the Guarantor or the Holders of Securities and
accepted appointment in the manner required by Section 6.9, any Holder of
a Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(6)           The 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 the Holders of Registered Securities, if
any, of such series as their names and addresses appear in the Security
Register and, if Securities of such series are issued as Bearer Securities, by
publishing notice of such event once in an Authorized Newspaper in each Place
of Payment located outside the United States. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.


 


(7)           In no event shall any retiring Trustee be
liable for the acts or omissions of any successor Trustee hereunder.


 


SECTION 6.9         Acceptance
of Appointment by Successor.


 


(1)           Upon the appointment hereunder of any
successor Trustee with respect to all Securities, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company, the
Guarantor and the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
hereunder of the retiring Trustee; but, on the request of the Company, the
Guarantor or such successor Trustee, such retiring Trustee, upon payment of its
charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject
to Section 10.3, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.6.


 


(2)           Upon the appointment hereunder of any
successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the Guarantor, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and 


 


60

















 


to
vest in, such successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company,
the Guarantor or such successor Trustee, such retiring Trustee, upon payment of
its charges with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates and subject to Section 10.3
shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the property and money held
by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates,
subject to its claim, if any, provided for in Section 6.6.


 


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


 


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


 


SECTION 6.10       Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


61

















 


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


 


SECTION 6.11       Appointment
of Authenticating Agent.


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption or partial repayment or pursuant to Section 3.6, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.


 


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


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee, the Company and the Guarantor. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent, the Company and the Guarantor. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and the Guarantor and shall (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent shall serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the 


 


62

















 


series are issued as Bearer Securities, publish notice
of such appointment at least once in an Authorized Newspaper in the place where
such successor Authenticating Agent has its principal office if such office is
located outside the United States. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.


 


The
Company and the Guarantor (without duplication) each agree to pay each
Authenticating Agent from time to time reasonable compensation for its services
under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.6.


 


The
provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.  If an
Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:


 


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


 


	
  THE
  BANK OF NEW YORK MELLON,

  	
   

  
	
  as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  as
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


If
all of the Securities of any series may not be originally issued at one time,
and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes
to have Securities of such series authenticated upon original issuance, the
Trustee, if so requested in writing (which writing need not be accompanied by
or contained in an Officer’s Certificate by the Company), shall appoint in
accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities.


 


63














 


ARTICLE
7



HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND COMPANY


 


SECTION 7.1         Company
and Guarantor to Furnish Trustee Names and Addresses of Holders.


 


In
accordance with Section 312(a) of the Trust Indenture Act, the
Company and the Guarantor shall furnish or cause to be furnished to the Trustee


 


(1)           semi-annually with respect to Securities
of each series not later than May 1 and November 1 of the year or
upon such other dates as are set forth in or pursuant to the Board Resolution
or indenture supplemental hereto authorizing such series, a list, in each case
in such form as the Trustee may reasonably require, of the names and addresses
of Holders as of the applicable date, and


 


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


 


SECTION 7.2         Preservation
of Information; Communications to Holders .


 


The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312
of the Trust Indenture Act.  Every Holder
of Securities or Coupons, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that none of the Company, the Guarantor,
the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 312(c) of
the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of
the Trust Indenture Act.


 


SECTION 7.3         Reports
by Trustee .


 


(1)           Within 60 days after September 15 of
each year commencing with the first September 15 following the first
issuance of Securities pursuant to Section 3.1, if
required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture
Act, a brief report dated as of such September 15 with respect to any of
the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding September 15 and the date of
this Indenture.


 


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


 


64

















 


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


 


SECTION 7.4         Reports
by Company and Guarantor .


 


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


 


(1)           (1) file with the Trustee, within 15
days after the Company or the Guarantor, as the case may be, is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company or the Guarantor, as the case may be,
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended; or, if the Company or the
Guarantor, as the case may be, is not required to file information, documents
or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;


 


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


 


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


 


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


 


65

















 


ARTICLE
8



CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


 


SECTION 8.1         Company
May Consolidate, Etc., Only on Certain Terms .


 


The
Company shall not consolidate or amalgamate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to
consolidate or amalgamate with or merge into the Company or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to the Company; unless:


 


(1)           in case the Company shall consolidate or
amalgamate with or merge into another Person or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety
to any Person, the Person formed by such consolidation or amalgamation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company as an
entirety or substantially as an entirety shall be a Corporation organized and
existing under the laws of the United States of America or any state thereof or
the District of Columbia and shall expressly assume, by an indenture (or
indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by the successor Person and the Guarantor and delivered to the
Trustee the due and punctual payment of the principal of, any premium and
interest on and any Additional Amounts with respect to all the Securities and
the performance of every obligation in this Indenture and the Outstanding
Securities on the part of the Company to be performed or observed and shall
provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common
Stock or other securities;


 


(2)           immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having
been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default or event which, after notice or lapse of time,
or both, would become an Event of Default, shall have occurred and be
continuing; and


 


(3)           either the Company or the successor
Person shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture are authorized
and comply with this Indenture and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


SECTION 8.2         Successor
Person Substituted for Company .


 


Upon
any consolidation or amalgamation by the Company with or merger of the Company
into any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety to any Person in
accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be 


 


66

















 


substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.


 


SECTION 8.3         Guarantor
May Consolidate, Etc., Only on Certain Terms.


 


The
Guarantor shall not consolidate or amalgamate with or merge into any other
Person (whether or not affiliated with the Guarantor), or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to any other Person (whether or not affiliated with the Guarantor), and the
Guarantor shall not permit any other Person (whether or not affiliated with the
Guarantor) to consolidate or amalgamate with or merge into the Guarantor or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Guarantor; unless:


 


(1)           in case the Guarantor shall consolidate
or amalgamate with or merge into another Person or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety
to any Person, the Person formed by such consolidation or amalgamation or into
which the Guarantor is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Guarantor as an
entirety or substantially as an entirety shall be a Corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, Bermuda, or any other country which is on the date of
this Indenture a member of the Organization for Economic Cooperation and
Development, and shall expressly assume, by an indenture (or indentures, if at
such time there is more than one Trustee) supplemental hereto, executed by the
successor Person and the Company and delivered to the Trustee the due and
punctual payment of the principal of, any premium and interest on and any
Additional Amounts with respect to all the Securities and the performance of
every obligation in this Indenture and the Outstanding Securities on the part
of the Guarantor to be performed or observed and shall provide for conversion
or exchange rights in accordance with the provisions of the Securities of any series
that are convertible or exchangeable into Common Stock or other securities;


 


(2)           immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Guarantor or a Subsidiary as a result of such transaction as having
been incurred by the Guarantor or such Subsidiary at the time of such
transaction, no Event of Default or event which, after notice or lapse of time,
or both, would become an Event of Default, shall have occurred and be
continuing; and


 


(3)           either the Guarantor or the successor
Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture are authorized and comply
with this Indenture and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


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SECTION 8.4         Successor
Person Substituted for Guarantor.


 


Upon
any consolidation or amalgamation by the Guarantor with or merger of the
Guarantor into any other Person or any conveyance, transfer or lease of the
properties and assets of the Guarantor substantially as an entirety to any
Person in accordance with Section 8.3, the successor Person formed by such
consolidation or amalgamation or into which the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Guarantor under this
Indenture with the same effect as if such successor Person had been named as
the Guarantor herein; and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the Coupons.


 


ARTICLE
9



SUPPLEMENTAL INDENTURES


 


SECTION 9.1         Supplemental
Indentures without Consent of Holders .


 


Without
the consent of any Holders of Securities or Coupons, the Company (when
authorized by or pursuant to a Board Resolution), the Guarantor (when
authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, for any of the following purposes:


 


(1)           to evidence the succession of another
Person to the Company or the Guarantor, and the assumption by any such
successor of the covenants, agreements and obligations of the Company
or the Guarantor, as the case may be, contained herein and in the Securities,
in each case in compliance with the Indenture; or


 


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


 


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


 


(4)           to establish the form or terms of
Securities of any series and any Coupons appertaining thereto as permitted by
Sections 2.1 and 3.1; or


 


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(5)           to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 6.9; or


 


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


 


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


 


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


 


(9)           to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Article 4,
provided that any such action shall not adversely affect the interests of any
Holder of an Outstanding Security of such series and any Coupons appertaining
thereto or any other Outstanding Security or Coupon in any material respect; or


 


(10)         to secure the Securities pursuant to Section 10.5
or otherwise; or


 


(11)         to make provisions with respect to
conversion or exchange rights of Holders of Securities of any series; or


 


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


 


SECTION 9.2         Supplemental
Indentures with Consent of Holders .


 


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


 


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(1)           change the Stated Maturity of the
principal of, or any premium or installment of interest on or any Additional
Amounts with respect to, any Security, or reduce the principal amount
thereof (or modify the calculation of such principal amount) or the rate (or
modify the calculation of such rate) of interest thereon or any Additional
Amounts with respect thereto, or any premium payable upon the redemption
thereof or otherwise, or change the obligation of the Company and the Guarantor
to pay Additional Amounts pursuant to the terms hereof (except as contemplated
by Section 8.1(1) and permitted by Section 9.1(1)), or reduce
the amount of the principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or the amount thereof provable in bankruptcy
pursuant to Section 5.4, change the redemption provisions or adversely
affect the right of repayment at the option of any Holder as contemplated by Article 13,
or change the Place of Payment, Currency in which the principal of, any premium
or interest on, or any Additional Amounts with respect to any Security is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date or, in the case of repayment at the option of
the Holder, on or after the date for repayment), or


 


(2)           reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 15.4 for
quorum or voting, or


 


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


 


(4)           modify any of the provisions of this
Section, Section 5.13 or Section 10.8, except to increase any such
percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby, or


 


(5)           make any change that adversely affects
the right to convert or exchange any Security into or for securities of the
Company or the Guarantor or other securities, (whether or not issued
by the Company or the Guarantor) cash or property in accordance with its terms.


 


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


 


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


 


SECTION 9.3         Execution
of Supplemental Indentures .


 


As a
condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 315 of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and an Officer’s Certificate and Guarantor’s Officer’s Certificate
stating that all conditions precedent to the execution of such supplemental
indenture have been fulfilled. Upon receipt of such opinion and certificates,
the Trustee shall join with the Company and the Guarantor in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into any such supplemental indenture.


 


SECTION 9.4         Effect
of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, but only with regard to the
Securities of each series affected by such supplemental indenture, and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company, the Guarantor and the Holders
of any Securities of such series affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of a Security theretofore
or thereafter authenticated and delivered hereunder and of any Coupon
appertaining thereto shall be bound thereby.


 


SECTION 9.5         Reference
in Securities to Supplemental Indentures.


 


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


 


SECTION 9.6         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.


 


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SECTION 9.7         Notice
of Supplemental Indenture.


 


Promptly
after the execution by the Company, the Guarantor and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit
to the Holders of Outstanding Securities of any series affected thereby a
notice setting forth the substance of such supplemental indenture.  Any failure of the Company to mail such
notice or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


ARTICLE
10



COVENANTS


 


SECTION 10.1       Payment
of Principal, any Premium, Interest and Additional Amounts.


 


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


 


SECTION 10.2       Maintenance
of Office or Agency.


 


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


 


72

















 


Coupons appertaining thereto
may be presented and surrendered for payment at the place specified for the
purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company and the Guarantor hereby appoint the Trustee as
their agent to receive all such presentations, surrenders, notices and demands.


 


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


 


The
Company and the Guarantor 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 or the Guarantor of its
obligation to maintain an Office or Agency in each Place of Payment for
Securities of any series for such purposes. The Company and the Guarantor shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other Office or Agency. Unless
otherwise provided in or pursuant to this Indenture, the Company and the
Guarantor hereby designate as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoint the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company and the Guarantor may subsequently appoint a different Office or
Agency in the Borough of Manhattan, The City of New York for the Securities of
any series.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 3.1,
if and so long as the Securities of any series (i) are denominated in a
Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.


 


SECTION 10.3       Money
for Securities Payments to Be Held in Trust.


 


If the
Company shall at any time act as its own Paying Agent, or if the Guarantor
shall act as Paying Agent, with respect to any series of Securities, it shall,
on or before each due date of the principal of, any premium or interest on or
Additional Amounts with respect to any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in


 


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which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities
of such series) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and shall promptly notify
the Trustee of its action or failure so to act.


 


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


 


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


 


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


 


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


 


(3)           at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent. The Company or
the Guarantor 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 or Guarantor Order direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company, the Guarantor or such Paying Agent, such
sums to be held by the Trustee upon the same terms as those upon which such
sums were held by the Company, the Guarantor or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.


 


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


 


74

















 


deposited
by the Guarantor, paid to the Guarantor on Guarantor Request), or (if then held
by the Company or the Guarantor) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Company and the Guarantor 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 and the Guarantor cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing nor shall
it be later than two years after such principal and any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company or the Guarantor, as
the case may be.


 


SECTION 10.4       Additional
Amounts.


 


If any Securities of a
series provide for the payment of Additional Amounts, the Company agrees to pay
to the Holder of any such Security or any Coupon appertaining thereto
Additional Amounts as provided in or pursuant to this Indenture or such
Securities. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or any Coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.


 


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


 


75

















 


indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer’s Certificate furnished pursuant to this
Section 10.4.


 


SECTION 10.5       Limitation
on Liens on Stock of Designated Subsidiaries.


 


So long as any Securities
are Outstanding, neither the Company nor the Guarantor will, nor will it permit
any of its respective Subsidiaries to, create, assume, incur, guarantee or
otherwise permit to exist any Indebtedness secured by any mortgage, pledge,
lien, security interest or other encumbrance (a “Lien”) upon any shares of
Capital Stock of any Designated Subsidiary (whether such shares of stock are
now owned or hereafter acquired) without effectively providing concurrently
that the Securities (and, if the Company and the Guarantor so elect, any other
Indebtedness of the Company that is not subordinate to the Securities and with
respect to which the governing instruments require, or pursuant to which the
Company is otherwise obligated, to provide such security) shall be secured
equally and ratably with such Indebtedness for at least the time period such
other Indebtedness is so secured.


 


SECTION 10.6       Limitation
on Disposition of Stock of Designated Subsidiaries.


 


So long as any Securities
are outstanding and except in a transaction otherwise governed by this
Indenture, neither the Company nor the Guarantor will issue, sell, assign,
transfer or otherwise dispose of any shares of, securities convertible into, or
warrants, rights or options to subscribe for or purchase shares of, Capital
Stock (other than Preferred Stock having no voting rights of any kind) of any
Designated Subsidiary, and will not permit any Designated Subsidiary  to issue (other than to the Company or the
Guarantor) any shares (other than the director’s qualifying shares) of, or
securities convertible into, or warrants, rights or options to subscribe for or
purchase shares of, Capital Stock (other than Preferred Stock having no voting
rights of any kind) of any Designated Subsidiary, if, after giving effect to
any such transaction and the issuance of the maximum number of shares issuable
upon the conversion or exercise of all such convertible securities,
warrants, rights or options, the Guarantor would own, directly or indirectly,
less than 80% of the shares of Capital Stock of such Designated Subsidiary
(other than Preferred Stock having no voting rights of any kind); provided,
however, that (i) any issuance, sale, assignment, transfer or other
disposition permitted by the Company or the Guarantor may only be made for at
least a fair market value consideration as determined by the Board of Directors
or the Guarantor’s Board of Directors, as the case may be, pursuant to a Board
Resolution or Guarantor’s Board Resolution, as the case may be, adopted in good
faith and (ii) the foregoing shall not prohibit any such issuance or
disposition of securities if required by any law or any regulation or order of
any governmental or insurance regulatory authority. Notwithstanding the
foregoing, (i) the Company or the Guarantor, as the case may be, may merge
or consolidate any Designated Subsidiary into or with another direct or
indirect Subsidiary of the Guarantor, the shares of Capital Stock of which the
Guarantor owns at least 80%, and (ii) the Company or the Guarantor, as the
case may be, may, subject to the provisions of Article 8, sell, assign,
transfer or otherwise dispose of the entire Capital Stock of any Designated
Subsidiary at one time for at least a fair market value consideration as
determined by the Board of Directors or 


 


76

















 


Guarantor’s Board of Directors, as the case may be,
pursuant to a Board Resolution or Guarantor’s Board Resolution, as the case may
be, adopted in good faith.


 


SECTION 10.7       Corporate
Existence.


 


Subject to Article 8,
the Company and the Guarantor shall do or cause to be done all things necessary
to preserve and keep in full force and effect their respective corporate existences
and that of each of their respective Subsidiaries and their respective rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company or the Guarantor or any of their respective
Subsidiaries to preserve any such right or franchise if the Company, the
Guarantor or any such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of its business or the business of such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.


 


SECTION 10.8       Waiver
of Certain Covenants.


 


The Company or the
Guarantor, as the case may be, may omit in any particular instance to comply
with any term, provision or condition set forth in Section 10.5, 10.6 or
10.7 with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall
waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


SECTION 10.9       Company
Statement as to Compliance; Notice of Certain Defaults.


 


(1)           The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be contained in or
accompanied by an Officer’s Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating that (a) a review of the activities of the Company
during such year and of its performance under this Indenture has been made
under his or her supervision, and (b) to the best of his or her knowledge,
based on such review, (a) the Company has complied with all the conditions
and covenants imposed on it under this Indenture throughout such year, or, if
there has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status
thereof, and (b) no event has occurred and is continuing which is, or
after notice or lapse of time or both would become, an Event of Default, or, if
such an event has occurred and is continuing, specifying each such event known
to him and the nature and status thereof.


 


(2)           The Company shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any Event of Default or
any event which after notice or lapse of time or both would become an Event
of Default pursuant to clause (4) of Section 5.1.


 


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(3)           The Trustee shall have no duty to monitor the Company’s
compliance with the covenants contained in this Article 10 other than as specifically set
forth in this Section 10.9.


 


(4)           For the purpose of this Section 10.9, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.


 


SECTION 10.10     Guarantor
Statement as to Compliance; Notice of Certain Defaults.


 


(1)           The Guarantor shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be contained in or
accompanied by a Guarantor’s Officer’s Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Guarantor, stating that (a) a review of the activities of
the Guarantor during such year and of performance under this Indenture has been
made under his or her supervision, and (b) to the best of his or her
knowledge, based on such review, (a) the Guarantor has complied with
conditions and covenants imposed  on it
under this Indenture throughout such year, or, if there has been a default in
the fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event
has occurred and is continuing which constitutes, or which after notice or
lapse of time or both would become, an Event of Default, or, if such an event
has occurred and is continuing, specifying each such event known to him and the
nature and status thereof.


 


(2)           The Guarantor shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any event which after
notice or lapse of time or both would become an Event of Default
pursuant to clause (3) or (5) of Section 5.1.


 


(3)           The Trustee shall have no duty to monitor the
Guarantor’s compliance with the covenants contained in this Article 10
other than as specifically set forth in this Section 10.10.


 


(4)           For the purpose of this Section 10.10, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.


 


ARTICLE 11



REDEMPTION OF SECURITIES


 


SECTION 11.1       Applicability
of Article.


 


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


 


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SECTION 11.2       Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of (a) less
than all of the Securities of any series or (b) all of the Securities of
any series, with the same issue date, interest rate or formula, Stated Maturity
and other terms, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed.


 


SECTION 11.3       Selection
by Trustee of Securities to Be Redeemed.


 


If less than all of the
Securities of any series with the same issue date, interest rate or formula,
Stated Maturity and other terms are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series;
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Registered Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.


 


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


 


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


 


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


 


SECTION 11.4       Notice
of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 1.6, not less than 30 nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to the Holders of Securities to be
redeemed. Failure to give notice by mailing in the manner herein provided to
the Holder of any Registered Securities designated for 


 


79

















 


redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other Securities or portion thereof.


 


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


 


All notices of redemption
shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price,


 


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


 


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


 


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


 


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


 


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


 


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


 


(9)           if Bearer Securities of any series are to be redeemed
and no Registered Securities of such series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to Section 3.5 or otherwise, the last
date, as determined by the Company, on which such exchanges may be made,


 


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


 


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


 


A notice of redemption
published as contemplated by Section 1.6 need not identify particular
Registered Securities to be redeemed.


 


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


 


SECTION 11.5       Deposit
of Redemption Price.


 


On or prior to 11:00 a.m.,
New York City time, any Redemption Date, the Company or the Guarantor shall
deposit, with respect to the Securities of any series called for redemption
pursuant to Section 11.4, with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent or the Guarantor is acting as
Paying Agent, segregate and hold in trust as provided in Section 10.3) an
amount of money in the applicable Currency sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date,
unless otherwise specified pursuant to Section 3.1 or in the Securities of
such series) any accrued interest on and Additional Amounts with respect
thereto, all such Securities or portions thereof which are to be redeemed on
that date.


 


SECTION 11.6       Securities
Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company and the Guarantor
shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company or the guarantor at the Redemption Price, together with any
accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this Indenture or
the Bearer Securities of such series, installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of Coupons for such interest (at
an Office or Agency located outside the United States except as otherwise
provided in Section 10.2), and provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the 


 


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Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates
therefor according to their terms and the provisions of Section 3.7.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant Coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any
interest or Additional Amounts represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such Security located outside of the United States except as otherwise provided
in Section 10.2.


 


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


 


SECTION 11.7       Securities
Redeemed in Part.


 


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


 


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ARTICLE
12



SINKING FUNDS


 


SECTION 12.1       Applicability
of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Securities of such series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms
of Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series and this Indenture.


 


SECTION 12.2       Satisfaction
of Sinking Fund Payments with Securities.


 


The
Company or the Guarantor may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any series to be made pursuant
to the terms of such Securities (1) deliver Outstanding Securities of such
series (other than any of such Securities previously called for redemption or
any of such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, provided that such series of Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If, as a result of the delivery or
credit of Securities of any series in lieu of cash payments pursuant to this Section 12.2,
the principal amount of Securities of such series to be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request or Guarantor Request, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall at the
request of the Company or the Guarantor from time to time pay over and deliver
to the Company or the Guarantor, as the case may be, any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Company or the
Guarantor to the Trustee of Securities of that series purchased by the Company
or the Guarantor having an unpaid principal amount equal to the cash payment
requested to be released to the Company or the Guarantor.


 


SECTION 12.3       Redemption
of Securities for Sinking Fund.


 


Not
less than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series,


 


83

















 


the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting of Securities of that series pursuant to Section 12.2,
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so credited and not theretofore delivered. If such Officer’s
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE
13



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 13.1       Applicability
of Article.


 


Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 3.9, shall not operate as a
payment, redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section 13.1,
in connection with any repayment of Securities, the Company may arrange for the
purchase of any Securities by an agreement with one or more investment bankers
or other purchasers to purchase such Securities by paying to the Holders of
such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price
of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.


 


ARTICLE
14



SECURITIES IN FOREIGN CURRENCIES


 


SECTION 14.1       Applicability
of Article.


 


Whenever
this Indenture provides for (i) any action by, or the determination of any
of the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, or (ii) any distribution
to Holders of Securities, in the absence of any provision to the contrary in
the form of Security of any particular series or pursuant to this Indenture or
the Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars


 


84

















 


that could be obtained for such amount on such
reasonable basis of exchange and as of the record date with respect to
Registered Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such
other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Company or the Guarantor may specify in a
written notice to the Trustee.


 


ARTICLE
15



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 15.1       Purposes
for Which Meetings May Be Called.


 


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


 


SECTION 15.2       Call,
Notice and Place of Meetings.


 


(1)           The Trustee may at any time call a
meeting of Holders of Securities of any series for any purpose specified in Section 15.1,
to be held at such time and at such place in the Borough of Manhattan, The
City of New York, or, if Securities of such series have been issued in whole or
in part as Bearer Securities, in London or in such place outside the United
States as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 1.6, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(2)           In case at any time the Company (by or
pursuant to a Board Resolution), the Guarantor (by or pursuant to a Guarantor’s
Board Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a meeting
of the Holders of Securities of such series for any purpose specified in Section 15.1,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 1.6)
or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company, the Guarantor or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, or, if
Securities of such series are to be issued as Bearer Securities, in London for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section.


 


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SECTION 15.3       Persons
Entitled to Vote at Meetings.


 


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


 


SECTION 15.4       Quorum;
Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for any meeting of Holders of
Securities of such series. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any reconvened meeting, such reconvened
meeting may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
reconvened meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


Except
as limited by the proviso to Section 9.2, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of such series.


 


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


 


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SECTION 15.5       Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(1)           Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series
in regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 1.4 and the appointment of
any proxy shall be proved in the manner specified in Section 1.4 or by
having the signature of the person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 1.4 to certify
to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.4 or other proof.


 


(2)           The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in Section 15.2(2),
in which case the Company, the Guarantor or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting.


 


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


 


(4)           Any meeting of Holders of Securities of
any series duly called pursuant to Section 15.2 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote
a majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


SECTION 15.6       Counting
Votes and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent


 


87

















 


chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 15.2
and, if applicable, Section 15.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting
and one such copy shall be delivered to the Company and the Guarantor, and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE
16



GUARANTEE AND INDEMNITY


 


SECTION 16.1       The
Guarantee.


 


The
Guarantor hereby unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee (i) the due and punctual payment
of the principal of, any premium and interest on, and any Additional Amounts
with respect to such Security and the due and punctual payment of the sinking
fund payments (if any) provided for pursuant to the terms of such Security,
when and as the same shall become due and payable, whether at maturity, by
acceleration, redemption, repayment or otherwise, (ii) the due and
punctual payment of interest on overdue principal of and interest on each such
Security, if any, to the extent lawful, and (iii) the full and punctual
performance within applicable grace periods of all other obligations (including
obligations to the Trustee) of the Company under this Indenture and the
Securities in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Company punctually to pay any such principal,
premium, interest, Additional Amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Company.


 


SECTION 16.2       Net
Payments.


 


All
payments of principal of and premium, if any, interest and any other amounts
on, or in respect of, the Securities of any series or any Coupon appertaining
thereto shall be made by the Guarantor without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of Bermuda (each, a “taxing jurisdiction”) or any political
subdivision or taxing authority thereof or therein, unless such taxes, fees,
duties, assessments or governmental charges are required to be withheld or deducted
by (i) the laws (or any regulations or ruling promulgated thereunder) of a
taxing jurisdiction or any political subdivision or taxing authority thereof or


 


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therein or (ii) an official position regarding
the application, administration, interpretation or enforcement of any such
laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in a taxing
jurisdiction or any political subdivision thereof). If a withholding or
deduction at source is required, the Guarantor shall, subject to certain
limitations and exceptions set forth below, pay to the Holder of any such
Security or any Coupon appertaining thereto such Additional Amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security, any Coupons
appertaining thereto and this Indenture to be then due and payable; provided,
however, that the Guarantor shall not be required to make payment of such
Additional Amounts for or on account of:


 


(1)           any tax, fee, duty, assessment or
governmental charge of whatever nature which would not have been imposed but
for the fact that such Holder: (A) was a resident, domiciliary or
national of, or engaged in business or maintained a permanent establishment or
was physically present in, the relevant taxing jurisdiction or any political
subdivision thereof or otherwise had some connection with the relevant taxing
jurisdiction other than by reason of the mere ownership of, or receipt of
payment under, such Security; (B) presented such Security for payment in
the relevant taxing jurisdiction or any political subdivision thereof, unless
such Security could not have been presented for payment elsewhere; or (C) presented
such Security more than thirty (30) days after the date on which the payment in
respect of such Security first became due and payable or provided for,
whichever is later, except to the extent that the Holder would have been
entitled to such Additional Amounts if it had presented such Security for
payment on any day within such period of thirty (30) days;


 


(2)           any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge;


 


(3)           any tax, assessment or other governmental
charge that is imposed or withheld by reason of the failure by the Holder or
the beneficial owner of such Security to comply with any reasonable
request by the Guarantor addressed to the Holder within 90 days of such request
(A) to provide information concerning the nationality, residence or
identity of the Holder or such beneficial owner or (B) to make any
declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (A) or (B), is required or imposed by
statute, treaty, regulation or administrative practice of the relevant taxing
jurisdiction or any political subdivision thereof as a precondition to
exemption from all or part of such tax, assessment or other governmental
charge; or


 


(4)           any combination of items (1), (2) and
(3);


 


nor
shall Additional Amounts be paid with respect to any payment of the principal
of, or premium, if any, interest or any other amounts on, any such Security to
any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such Security to the extent such payment would be required by the laws
of the relevant taxing jurisdiction (or any political subdivision or relevant
taxing authority thereof or therein) to be included in the income for tax


 


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purposes
of a beneficiary or partner or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to such Additional Amounts had it been the Holder of the Security.


 


Whenever
in this Indenture there is mentioned, in any context, the payment of the principal
of or any premium, interest or any other amounts on, or in respect of, any
Security of any series or any Coupon or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof shall not be
construed as excluding the payment of Additional Amounts in those provisions
hereof where such express mention is not made.


 


Except as otherwise provided in or pursuant to this
Indenture or the Securities of the applicable series, at least 10 days prior to
the first Interest Payment Date with respect to a series of Securities (or if
the Securities of such series shall not bear interest prior to Maturity, the
first day on which a payment of principal is made), and at least 10 days prior
to each date of payment of principal or interest if there has been any change
with respect to the matters set forth in the below-mentioned Guarantor’s
Officer’s Certificate, the Guarantor shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, a Guarantor’s
Officer’s Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and premium, if any, interest or
any other amounts on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto without
withholding for or on account of any tax, fee, duty, assessment or other
governmental charge described in this Section 16.2. If any such
withholding shall be required, then such Guarantor’s Officer’s Certificate
shall specify by taxing jurisdiction the amount, if any, required to be
withheld on such payments to such Holders of Securities or Coupons, and the
Guarantor agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by this Section 16.2. The Guarantor covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Guarantor’s Officer’s Certificate
furnished pursuant to this Section 16.2.


 


SECTION 16.3       Guarantee
Unconditional, etc.


 


The
Guarantor hereby agrees that its obligations hereunder shall be as principal
and not merely as surety, and shall be absolute, full, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security or this Indenture, any failure
to enforce the provisions of any Security or this Indenture, or any waiver,
modification, consent or indulgence granted with respect thereto by the Holder
of such Security or the Trustee, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or
guarantor.  The Guarantor further agrees
that the Guarantee constitutes a guarantee of payment, performance and
compliance and not merely of collection. 
The Guarantor hereby


 


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waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger, insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Security or the Indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of, any
premium and interest on, and any Additional Amounts and sinking fund payments
required with respect to, the Securities and the complete performance of all
other obligations contained in the Securities. The Guarantor further agrees, to
the fullest extent that it lawfully may do so, that, as between the Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, the
Maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 5.2 hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or prohibition extant under any bankruptcy, insolvency,
reorganization or other similar law of any jurisdiction preventing such
acceleration in respect of the obligations guaranteed hereby.


 


SECTION 16.4       Reinstatement.


 


This
Guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time payment on any Security, in whole or in part, is rescinded or
must otherwise be restored to the Company or the Guarantor upon the bankruptcy,
liquidation or reorganization of the Company or otherwise.  If any Holder of any Security of the Trustee
is required by any court or otherwise to return to the Company or the
Guarantor, or any custodian, trustee, liquidator, receiver, sequestrator or
other similar official acting in relation to the Company or the Guarantor any
amount paid by any of them to the Trustee or such Holder in respect of a
Security, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.


 


SECTION 16.5       Subrogation.


 


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


 


SECTION 16.6       Indemnity.


 


As a
separate and alternative stipulation, the Guarantor unconditionally and
irrevocably agrees that any sum expressed to be payable by the Company under
this Indenture, the Securities or the Coupons but which is for any reason
(whether or not now known or becoming known to the Company, the Guarantor, the
Trustee or any Holder of any Security or Coupon) not recoverable from the
Guarantor on the basis of a guarantee will nevertheless be recoverable from it
as if it were the sole principal debtor and will be paid by it to the Trustee
on demand. This indemnity constitutes a separate and independent obligation
from the other obligations in this Indenture, gives rise to a separate and
independent cause of action and will apply irrespective of any indulgence
granted by the Trustee or any Holder of any Security or Coupon.


 


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SECTION 16.7       Payment
of Fees.  The Guarantor also agrees
to pay any and all reasonable costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder of Securities in
enforcing any of their respective rights under the Guarantee.


 


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


 


	
   

  	
  ASSURED
  GUARANTY MUNICIPAL HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSURED
  GUARANTY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: