exv4w4






Exhibit 4.4





CITY TELECOM (H.K.) LIMITED




 





INDENTURE



 





[TRUSTEE],



as Trustee



Dated as of                     



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	4	 
	Section 1.03. Incorporation by Reference of TIA
	 	 	4	 
	Section 1.04. Rules of Construction
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 2. THE NOTES
	 	 	5	 
	 
	 	 	 	 
	Section 2.01. Forms
	 	 	5	 
	Section 2.02. Amount Unlimited; Issuable in Series
	 	 	6	 
	Section 2.03. Authentication
	 	 	9	 
	Section 2.04. Date and Denomination of Notes
	 	 	10	 
	Section 2.05. Execution of Notes
	 	 	10	 
	Section 2.06. Exchange and Registration of Transfer of Notes
	 	 	11	 
	Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes
	 	 	13	 
	Section 2.08. Temporary Notes
	 	 	14	 
	Section 2.09. Cancellation of Notes Paid, etc
	 	 	14	 
	Section 2.10. Computation of Interest
	 	 	15	 
	Section 2.11. Form of Legend for Global Notes
	 	 	15	 
	Section 2.12. Persons Deemed Owners
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 3. REDEMPTION AND PREPAYMENT
	 	 	16	 
	 
	 	 	 	 
	Section 3.01. Applicability of Article
	 	 	16	 
	Section 3.02. Notice of Redemption; Partial Redemptions
	 	 	16	 
	Section 3.03. Payment of Notes Called for Redemption
	 	 	17	 
	Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption

	 	 	18	 
	 
	 	 	 	 
	ARTICLE 4. COVENANTS
	 	 	18	 
	 
	 	 	 	 
	Section 4.01. Payment of Principal and Interest
	 	 	18	 
	Section 4.02. Offices for Notices and Payments, Etc
	 	 	18	 
	Section 4.03. No Interest Extension
	 	 	19	 
	Section 4.04. Appointments To Fill Vacancies in Trustee’s Office
	 	 	19	 
	Section 4.05. Provision as to Paying Agent
	 	 	19	 
	Section 4.06. Reports by the Company
	 	 	20	 
	Section 4.07. Securityholder Lists
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 5. SUCCESSORS
	 	 	21	 
	 
	 	 	 	 
	Section 5.01. Limitation on Mergers, Consolidations and Sales of Assets
	 	 	21	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 5.02. Successor Corporation To Be Substituted
	 	 	21	 
	Section 5.03. Opinion of Counsel To Be Given Trustee
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 6. DEFAULTS AND REMEDIES
	 	 	22	 
	 
	 	 	 	 
	Section 6.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	22	 
	Section 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt
	 	 	24	 
	Section 6.03. Application of Proceeds
	 	 	26	 
	Section 6.04. Suits for Enforcements
	 	 	27	 
	Section 6.05. Restoration of Rights on Abandonment of Proceedings
	 	 	27	 
	Section 6.06. Limitation on Suits by Noteholders
	 	 	27	 
	Section 6.07. Right of Noteholders To Institute Certain Suits
	 	 	28	 
	Section 6.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default

	 	 	28	 
	Section 6.09. Control by Holders of Notes
	 	 	28	 
	Section 6.10. Waiver of Past Defaults
	 	 	29	 
	Section 6.11. Right of Court To Require Filing of Undertaking To Pay Costs
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 7. TRUSTEE
	 	 	29	 
	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	29	 
	Section 7.02. Rights of Trustee
	 	 	31	 
	Section 7.03. Individual Rights of Trustee
	 	 	32	 
	Section 7.04. Trustee’s Disclaimer
	 	 	32	 
	Section 7.05. Notice of Defaults
	 	 	32	 
	Section 7.06. Reports by Trustee to Holders
	 	 	32	 
	Section 7.07. Compensation and Indemnity
	 	 	33	 
	Section 7.08. Replacement of Trustee
	 	 	34	 
	Section 7.09. Successor Trustee by Merger, etc
	 	 	35	 
	Section 7.10. Eligibility; Disqualification
	 	 	36	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	36	 
	Section 7.12. Money Held in Trust
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	36	 
	 
	 	 	 	 
	Section 8.01. Option To Effect Legal Defeasance or Covenant Defeasance
	 	 	36	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	36	 
	Section 8.03. Covenant Defeasance
	 	 	37	 
	Section 8.04. Conditions to Legal or Covenant Defeasance
	 	 	37	 
	Section 8.05. Deposited Money and Government Securities To Be Held in Trust; Other
Miscellaneous Provisions
	 	 	39	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 8.06. Repayment to Company
	 	 	39	 
	Section 8.07. Reinstatement
	 	 	40	 
	Section 8.08. Survival
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 9. SUPPLEMENTAL INDENTURES
	 	 	40	 
	 
	 	 	 	 
	Section 9.01. Supplemental Indentures Without Consent of Noteholders
	 	 	40	 
	Section 9.02. Supplemental Indentures with Consent of Noteholders
	 	 	42	 
	Section 9.03. Effect of Supplemental Indenture
	 	 	43	 
	Section 9.04. Documents To Be Given to Trustee
	 	 	43	 
	Section 9.05. Notation on Securities in Respect of Supplemental Indentures
	 	 	43	 
	Section 9.06. Conformity with the TIA
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 10. SATISFACTION AND DISCHARGE
	 	 	43	 
	 
	 	 	 	 
	Section 10.01. Satisfaction and Discharge
	 	 	43	 
	Section 10.02. Deposited Cash and U.S. Government Securities To Be Held in Trust; Other
Miscellaneous Provisions
	 	 	45	 
	Section 10.03. Repayment to Company
	 	 	45	 
	 
	 	 	 	 
	ARTICLE 11. MISCELLANEOUS
	 	 	45	 
	 
	 	 	 	 
	Section 11.01. TIA Controls
	 	 	45	 
	Section 11.02. Notices
	 	 	45	 
	Section 11.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	47	 
	Section 11.04. Certificate and Opinion as to Conditions Precedent
	 	 	47	 
	Section 11.05. Statements Required in Certificate or Opinion
	 	 	47	 
	Section 11.06. Form of Documents Delivered to Trustee
	 	 	48	 
	Section 11.07. Acts of Holders
	 	 	48	 
	Section 11.08. Rules by Trustee and Agents
	 	 	49	 
	Section 11.09. No Personal Liability of Directors, Officers, Employees and Stockholders

	 	 	49	 
	Section 11.10. Governing Law
	 	 	49	 
	Section 11.11. No Adverse Interpretation of Other Agreements
	 	 	49	 
	Section 11.12. Notes in a Specified Currency Other than Dollars
	 	 	49	 
	Section 11.13. Successors
	 	 	50	 
	Section 11.14. Severability
	 	 	50	 
	Section 11.15. Counterpart Originals
	 	 	50	 
	Section 11.16. Table of Contents, Headings, etc
	 	 	50	 
	Section 11.17. Qualification of this Indenture
	 	 	50	 
	Section 11.18. Company-Owned Notes Disregarded
	 	 	50	 






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CROSS-REFERENCE TABLE




	 	 	 
	TIA Section	 	Indenture
	Reference	 	Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.08, 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	4.07
	(b)
	 	11.03
	(c)
	 	11.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06
	(c)
	 	7.06
	(d)
	 	7.06
	314(a)
	 	4.06
	(b)
	 	N.A.
	(c)(1)
	 	11.04
	(c)(2)
	 	11.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	11.05
	315(a)
	 	7.01
	(b)
	 	7.05, 11.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	11.18
	(a)(1)(A)
	 	6.09
	(a)(1)(B)
	 	6.10
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.02
	(a)(2)
	 	6.02
	(b)
	 	4.05
	318(a)
	 	11.02





 


N.A. means Not Applicable.



Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.




 









 





     This INDENTURE, dated as of ___, by and among City Telecom (H.K.) Limited, a company
with limited liability under the Companies Ordinance (Cap.32) of Hong Kong (the “Company”) and [•],
as trustee (the “Trustee”).



ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in this Section 1.01
shall have the respective meanings specified in this Section 1.01. Except as otherwise expressly
provided or unless the context otherwise requires, all other terms used in this Indenture which are
defined in the TIA (as defined below) shall have the meanings assigned to such terms in the TIA.




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



     “Agent” means, with respect to any series of Notes, any Registrar, co-registrar, Paying Agent
or additional paying agent.



     “Bankruptcy Law” means any bankruptcy, insolvency, reorganization or other similar law of Hong
Kong or other applicable jurisdiction or any political subdivision thereof or other applicable
bankruptcy, insolvency, reorganization or other similar law.



     “Board of Directors” means either the Board of Directors of the Company or any committee of
such Board duly authorized to act on its behalf.



     “Board Resolution” means one or more resolutions, certified by the secretary or an assistant
secretary of the Company to have been duly adopted or consented to by the Board of Directors and to
be in full force and effect, and delivered to the Trustee.



     “Business Day” means a day that (a) in the Place of Payment (or in any of the Places of
Payment, if more than one) in which amounts are payable and (b) in New York, New York and the city
in which the Corporate Trust Office is located, is not a Saturday or Sunday or any other day on
which banking institutions are authorized or required by law or regulation to close.



     “Commission” means the United States Securities and Exchange Commission.



     “Company” means City Telecom (H.K.) Limited, and any successor thereto.



     “Company Request” and “Company Order” mean, respectively, a written request, order or consent
signed in the name of the Company by its Chairman of the Board, President, Chief Executive Officer,
Chief Financial Officer, Vice President, Treasurer, an Assistant Treasurer, Controller, an
Assistant Controller, Secretary or an Assistant Secretary, delivered to the Trustee.



 









 





     “Corporate Trust Office” means, with respect to any series of Notes, the office of the Trustee
of such series of Notes at which the trust created by this Indenture shall, at any particular time,
be principally administered, which office is, at the date as of which this Indenture is dated,
located at [•].



     “Default” means any event that is, or after notice or passage of time or both would be, an
Event of Default.



     “Depositary” means, with respect to the Notes of any series issuable or issued in whole or in
part in global form, The Depositary Trust Company (unless another Person is specified in a
supplemental indenture with respect to any series of Notes) and in any event any and all successors
thereto appointed as depositary with respect to any series of Notes and having become such pursuant
to the applicable provisions of this Indenture.



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



     “Global Note” means, with respect to any series of Notes, a Note of such series issued in
global form that evidences all or part of the Notes of such series and bears the Global Note Legend
(or such legend as may be specified as contemplated by Section 2.02 for such series of Notes).



     “Global Note Legend” means the legend set forth in Section 2.11.



     “Holder,” “Holder of Notes,” “Noteholder” or other similar terms mean the Person in whose name
a Note is registered in the Security Register kept by the Registrar for that purpose in accordance
with the terms hereof.



     “Indenture” means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9 hereof.



     “Note” or “Notes” means a note or notes, as the case may be, of any series authenticated and
delivered from time to time under this Indenture.



     “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the
President, the Chief Financial Officer, any Executive Vice President or any Senior Vice President
of the Company.



     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the
Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial
Officer or any Vice President and by the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of such Person, and delivered to the
Trustee, in accordance with the applicable provisions of this Indenture.



     “Opinion of Counsel” means a written opinion, in form and substance reasonably satisfactory to
the Trustee, from legal counsel who is acceptable to the Trustee and which meets the requirements
of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company or the
Trustee.



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     “Original Issue Discount Note” means any Note which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01.



     “Outstanding,” when used with reference to Notes, shall, subject to the provisions of Section
11.18, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under
this Indenture, except:



     (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



     (b) Notes, or portions thereof, for the payment or redemption of which moneys in the necessary
amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall
act as its own paying agent), provided that if such Notes are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been mailed as provided in Article 3, or provision
satisfactory to the Trustee shall have been made for mailing such notice;



     (c) Notes as to which defeasance has been effected pursuant to Article 8; and



     (d) Notes in lieu of or in substitution for which other Notes shall have been authenticated
and delivered, or which shall have been paid, pursuant to the terms of Section 2.07, unless proof
satisfactory to the Trustee is presented that any such Notes are held by persons in whose hands any
of such Notes is a valid, binding and legal obligation of the Company.



     In determining whether the Holders of the requisite principal amount of Outstanding Notes of
any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Note that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01.



     “Overdue Rate” means, with respect to each series of Notes, the rate of interest designated as
such in the supplemental indenture relating to such series as contemplated by Section 2.02, or if
no such rate is specified, the rate at which such Notes shall bear interest.



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



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



     “Place of Payment,” when used with respect to the Notes of any series, means the place or
places where the principal of and interest, if any, on the Notes of such series are payable as
determined in accordance with the Indenture.



-3-









 





     “Responsible Officer,” when used with respect to the Trustee of a series of Notes, means any
officer within the Corporate Trust Department of the Trustee (or any successor group of the
Trustee) with direct responsibility for the administration of this Indenture with respect to such
series of Notes 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.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Specified Currency” means the currency in which a Note is denominated, which may include U.S.
dollars, any foreign currency or any composite of two or more currencies.



     “TIA” means the Trust Indenture Act of 1939, as amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture or until a different Trustee shall have been appointed with respect to a particular
series, and thereafter “Trustee” shall mean such successor Trustee or such Trustee with respect to
such particular series.



     “U.S. Government Securities” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.


Section 1.02. Other Definitions.




	 	 	 	 	 
	Term	 	Defined in Section:
	“Agent Member”
	 	2.06	(7)	 
	“Covenant Defeasance”
	 	8.03	 	 
	“Event of Default”
	 	6.01	 	 
	“Legal Defeasance”
	 	8.02	 	 
	“losses”
	 	7.07	 	 
	“Market Exchange Rate”
	 	11.12	 	 
	“Registrar”
	 	2.06	 	 
	“Security Register”
	 	2.06	 	 






Section 1.03. Incorporation by Reference of TIA.




     (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



     (b) The following TIA terms used in this Indenture have the following meanings:



     “indenture securities” means the Notes;



-4-









 





     “indenture security holder” means a Holder of a Note;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the Notes means the Company and any successor obligor upon the Notes.


Section 1.04. Rules of Construction.




     (a) Unless the context otherwise requires:




	 	(i)	 	a term has the meaning assigned to it;
	 
	 	(ii)	 	an accounting term not otherwise defined herein has the meaning
assigned to it in accordance with GAAP;
	 
	 	(iii)	 	“or” is not exclusive;
	 
	 	(iv)	 	words in the singular include the plural, and in the plural include
the singular;
	 
	 	(v)	 	all references in this instrument to “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and subdivisions of this
instrument as originally executed;
	 
	 	(vi)	 	the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;
	 
	 	(vii)	 	“including” means “including without limitation;”
	 
	 	(viii)	 	provisions apply to successive events and transactions; and
	 
	 	(ix)	 	references to sections of or rules under the Securities Act, the
Exchange Act or the TIA shall be deemed to include substitute, replacement or
successor sections or rules adopted by the Commission from time to time
thereunder.





ARTICLE 2.




THE NOTES


Section 2.01. Forms. (a) The Notes of each series shall be in substantially such form as
shall be established by or pursuant to one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such legends or endorsements placed thereon as the
officers executing the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or






-5-









 







regulation of any stock exchange on which the Notes of such series may be listed, or to conform to
usage.




     (b) The indentures supplemental hereto establishing the form and terms of the Notes of any
series pursuant to Sections 2.01 and 2.02, respectively, of this Indenture, may provide for
issuance of Global Notes. If Notes of a series are so authorized to be issued as Global Notes, any
such Global Note may provide that it shall represent that aggregate amount of Notes from time to
time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes
represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a
Global Note to reflect the amount, or any increase or decrease in the amount or changes in the
rights of Holders of Notes represented thereby, shall be made in such manner and by such person or
persons as shall be specified therein.



     (c) The Trustee’s Certificate of Authentication on all Notes shall be in substantially the
following form:



     “This is one of the Notes of the series designated therein described in the within-mentioned
Indenture.



[•], as Trustee




By:                                         

      Authorized Officer”



Section 2.02. Amount Unlimited; Issuable in Series. The aggregate principal amount of
Notes which may be authenticated and delivered under this Indenture is unlimited.




     The Notes may be issued in one or more series. There shall be established in or pursuant to
one or more indentures supplemental hereto, prior to the issuance of Notes of any series:



     (1) the title of the Notes of the series (which shall distinguish the Notes of the series from
the Notes of all other series and which may be part of a series of Notes previously issued);



     (2) any limit upon the aggregate principal amount of the Notes of the series which may be
authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant
to Sections 2.06, 2.07, 2.08, 3.03 or 9.05);



     (3) the date or dates on which the principal and premium, if any, of the Notes of the series
is payable;



-6-









 





     (4) the rate or rates, or the method of determination thereof, at which the Notes of the
series shall bear interest, if any, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and, if other than as set forth in
Section 2.04, the record dates for the determination of Holders to whom interest is payable;



     (5) in addition to the office or agency of the Company in the Borough of Manhattan, The City
of New York required to be maintained pursuant to Section 4.02, any other place or places where
the principal of, and premium, if any, and any interest on Notes of the series shall be payable;



     (6) the Specified Currency of the Notes of the series;



     (7) the currency or currencies in which payments on the Notes of the series are payable, if
other than the Specified Currency;



     (8) the right, if any, of the Company to redeem, purchase or repay the Notes of the series,
and the price or prices at which, the period or periods within which and the terms and conditions
upon which Notes of the series may be so redeemed, in whole or in part, at the option of the
Company, pursuant to any sinking fund or otherwise;



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



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



     (11) if other than the principal amount thereof, the portion of the principal amount of Notes
of the series which shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01;



     (12) if the principal of or interest on the Notes of the series are to be payable, at the
election of the Company or a Holder thereof, in a coin or currency other than the Specified
Currency, the period or periods within which, and the terms and conditions upon which, such
election may be made;



     (13) if the amount of payments of principal of and interest on the Notes of the series may be
determined with reference to an index based on a coin or currency other than the Specified
Currency, the manner in which such amounts shall be determined;



     (14) any additions to or changes in the Events of Default with respect to the Notes of the
series, as set forth herein;



     (15) if other than the rate of interest stated in the title of the Notes of the series, the
applicable Overdue Rate;



-7-









 





     (16) in the case of any series of non-interest bearing Notes, the applicable dates for
purposes of clause (a) of Section 4.07;



     (17) if other than [•] is to act as Trustee for the Notes of the series, the name and
Corporate Trust Office of such Trustee;



     (18) if either or both of the provisions related to Legal Defeasance or Covenant Defeasance
are altered or do not apply to any Notes of the series;



     (19) if applicable, that any Notes of the series shall be issuable in whole or in part in the
form of one or more Global Notes and, in such case, the name of the respective Depositaries for
such Global Notes, the form of any legend or legends which shall be borne by any such Global Note
in addition to or in lieu of that set forth in Section 2.11 and any circumstances in addition to
or in lieu of those set forth in clause (2) of Section 2.06 in which any such Global Note may be
exchanged in whole or in part for Notes in definitive form, and any transfer of such Global Note in
whole or in part may be issued in definitive form, in the name or names of Persons other than the
Depositary for such Global Note or a nominee thereof;



     (20) whether such Notes of the series are secured and, if so, the provisions related to such
security;



     (21) whether such Notes of the series are convertible or exchangeable and, if so, the
provisions related to such convertibility or exchangeability;



     (22) whether such Notes of the series are subordinated securities and, if so, the provisions
related to such subordination;



     (23) any additions or changes to the covenants set forth in Article 4 which apply to Notes of
the series and, if applicable, whether any such covenant shall not be subject to defeasance under
Article 8; and



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



     All Notes of any one series shall be substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to such indenture supplemental hereto.



     Notwithstanding Section 2.02(2) herein and unless otherwise expressly provided with respect
to a series of Notes, the aggregate principal amount of a series of Notes may be increased and
additional Notes of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased; provided that no Event of Default with respect
to such series has occurred and is continuing.



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Section 2.03. Authentication. At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes of any series executed by the Company
together with a Company Order for authentication and the Trustee shall thereupon authenticate and
deliver said Notes upon receipt of such Company Order. In authenticating such Notes, and accepting
the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall
be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon:




     (1) a copy of any resolution or resolutions of the Board of Directors relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant Secretary of the Company;



     (2) an executed supplemental indenture relating thereto;



     (3) an Officers’ Certificate prepared in accordance with Section 11.04 which shall also state
to the best knowledge of the signers of such Officers’ Certificate that no Event of Default with
respect to any series of Notes shall have occurred and be continuing; and



     (4) an Opinion of Counsel prepared in accordance with Section 11.04 which, in addition to
satisfying the provisions of Section 11.04, shall also substantially state:




     (A) the form or forms and terms of such Notes have been established by and in
conformity with the provisions of this Indenture; provided that if all such Notes are not
to be issued at the same time, such Opinion of Counsel may state that such terms will be
established in conformity with the provisions of this Indenture, subject to any
conditions specified in such Opinion of Counsel; and




     (B) such Notes, when 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 valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and
other laws of general applicability relating to or affecting the enforcement of
creditors’ rights and to general principles of equity.



     The Trustee shall have the right to decline to authenticate and deliver or cause to be
authenticated and delivered any Notes of any series under this Section 2.03 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust committee of directors
or trustees and/or vice presidents shall determine that such action would expose the Trustee to
personal liability to existing Noteholders.



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Section 2.04. Date and Denomination of Notes. The Notes of each series shall be issuable
in registered form without coupons in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such specification with respect to the Notes of any series,
the Notes of such series shall be issuable in denominations of $1,000 and any multiple of $1,000.
Notes of each series shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the Officers of the Company executing the same may determine with the
approval of the Trustee.




     Every Note shall be dated the date of its authentication.



     The person in whose name any Note of a particular series is registered at the close of
business on any record date (as hereinafter defined) with respect to any interest payment date for
such series shall be entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such Note upon any registration of transfer or exchange
subsequent to the record date and prior to such interest payment date; provided, however, that if
and to the extent that the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to the persons in whose names
Outstanding Notes of such series are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the Holders of such Notes not less than 15 days
preceding such subsequent record date, such record date to be not less than five days preceding the
date of payment of such defaulted interest. Except as otherwise specified as contemplated by
Section 2.02 for Notes of a particular series, the term “record date” as used in this Section
2.04 with respect to any regular interest payment date, shall mean, the last day of the calendar
month preceding such interest payment date if such interest payment date is the fifteenth day of
such calendar month, and shall mean the fifteenth day of the calendar month preceding such interest
payment date if such interest payment date is the first day of a calendar month, whether or not
such day shall be a day on which banking institutions in The City of New York are authorized or
required by law or executive order to close or remain closed.



     Interest on the Notes may at the option of the Company be paid by check mailed to the persons
entitled thereto at their respective addresses as such appear on the registry books of the Company.


Section 2.05. Execution of Notes. The Notes shall be signed in the name and on behalf of
the Company by the manual or facsimile signature of its Chairman of the Board of Directors, its
Chief Executive Officer, its President, or its Chief Financial Officer and its Treasurer or
Assistant Treasurer, its Secretary or Assistant Secretary. Only such Notes as shall bear thereon a
certificate of authentication substantially in the form herein recited, executed by the Trustee by
the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Note executed
by the Company shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.




     In case any officer of the Company who shall have signed any of the Notes shall cease to be
such officer before the Notes so signed shall have been authenticated and delivered by the Trustee,
or disposed of by the Company, such Notes nevertheless may be authenticated and



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delivered or disposed of as though the person who signed such Notes had not ceased to be such
officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at
the actual date of the execution of such Note, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not such an officer.



Section 2.06. Exchange and Registration of Transfer of Notes. Notes of any series may be
exchanged for a like aggregate principal amount of Notes of the same series of other authorized
denominations. Notes to be exchanged shall be surrendered, at the option of the Holders thereof,
either at the office or agency designated and maintained by the Company for such purpose for such
series in the Borough of Manhattan, The City of New York, in accordance with the provisions of
Section 4.02 or at any of such other offices or agencies as may be designated and maintained by
the Company for such purpose for such series in accordance with the provisions of Section 4.02,
and the Company shall execute and register and the Trustee shall authenticate and deliver in
exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to
receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as a
person authorized to register and register transfer of the Notes is sometimes herein referred to as
a “Registrar.” The Trustee is hereby initially appointed as Registrar for each series of Notes.




     The Company shall keep, at one of its offices or agencies maintained pursuant to Section
4.02, a register for each series of Notes issued hereunder (the registers of all Registrars being
herein sometimes collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register Notes and shall register the
transfer of Notes as in this Article 2 provided. The Security Register shall be in written form or
in any other form capable of being converted into written form within a reasonable time. At all
reasonable times the Security Register shall be open for inspection by the Trustee and any
Registrar other than the Trustee. Upon due presentment for registration or registration of
transfer of any Note of any series at any designated office or agency, the Company shall execute
and register and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Note or Notes of the same series for an equal aggregate principal amount.
Registration or registration of transfer of any Note by any Registrar in the registry books of the
Company maintained by such Registrar, and delivery of such Note, duly authenticated, shall be
deemed to complete the registration or registration of transfer of such Note.



     No person shall at any time be designated as or act as a Registrar unless such person is at
such time empowered under applicable law to act as such under and to the extent required by
applicable law and regulations.



     All Notes presented for registration of transfer or for exchange, redemption or payment shall
(if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange in form satisfactory to the Company and the
Trustee duly executed by, the Holder or his attorney duly authorized in writing.



     No service charge shall be made for any exchange or registration of transfer of Notes, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.



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     The Company shall not be required to issue, exchange or register a transfer of (a) any Notes
of any series for a period of 15 days next preceding the selection of Notes of that series to be
redeemed and thereafter until the date of the mailing of a notice of redemption of Notes of that
series selected for redemption, provided, however, that the Trustee shall have no duty or
responsibility with respect to issuing, exchanging or registering a transfer during such period
unless and until it shall have received written notice setting forth the date which starts such
15 day period; or (b) any Notes selected, called or being called for redemption in whole or in part
except, in the case of any Note to be redeemed in part, the portion thereof not so to be redeemed.



     The provisions of clauses (1), (2), (3), (4), (5), (6) and (7) below shall apply only to
Global Notes:



     (1) Each Global Note of any series authenticated under this Indenture shall be registered in
the name of the Depositary designated for such Global Note or a nominee thereof and delivered to
such Depositary or nominee thereof or custodian therefor, and each such Global Note shall
constitute a single Note for all purposes under this Indenture.



     (2) Notwithstanding any other provision in this Indenture, no Global Note of any series may be
exchanged in whole or in part for Notes of such series issued in definitive form, and no transfer
of a Global Note of any series in whole or in part may be registered in the name of any Person
other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary
(i) has notified the Company that it is unwilling or unable to continue its services as Depositary
for such Global Note and no successor Depositary has been appointed within 90 days after such
notice or (ii) ceases to be a “clearing agency” registered under Section 17A of the Securities
Exchange Act of 1934 when the Depositary is required to be so registered to act as the Depositary
and so notifies the Company, and no successor Depositary has been appointed within 90 days after
such notice, (B) the Company determines at any time that the Notes of such series shall no longer
be represented by Global Notes and shall inform such Depositary for such Global Note of such
determination and participants in such Depositary elect to withdraw their beneficial interests in
the Notes from such Depositary, following notification by the Depositary of their right to do so,
or (C) such exchange is made upon request by or on behalf of the Depositary for such Global Note in
accordance with customary procedures, following the request of a beneficial owner seeking to
exercise or enforce its rights under the Notes.



     (3) Subject to clause (2) above, any exchange of a Global Note of any series for other Notes
of such series may be made in whole or in part, and all such Notes issued in exchange for a Global
Note or any portion thereof shall be registered in such names as the Depositary for such Global
Note shall direct.



     (4) Every Note of a series authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Note of such series or any portion thereof shall be
authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is
registered in the name of a Person other than the Depositary for such Global Note or a nominee
thereof.



     (5) Subject to the provisions of clause (7) below, the registered Holder of Notes of any
series may grant proxies and otherwise authorize any Person, including Agent Members (as



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defined below in clause (7)) and Persons that may hold interests through Agent Members, to
take any action which such Holder is entitled to take under this Indenture or such Notes.




     (6) In the event of the occurrence of any of the events specified in clause (2) above, the
Company will promptly make available to the Trustee a reasonable supply of certificated Notes of
such series in definitive, fully registered form, without interest coupons.



     (7) Neither any members of, or participants in, the Depositary of any series (collectively,
the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any
rights under this Indenture with respect to any Global Note of such series registered in the name
of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such
nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee
or any agent of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by such Depositary or such nominee, as the case may be, or impair,
as between such Depositary, its Agent Members and any other person on whose behalf an Agent Member
may act, the operation of customary practices of such Persons governing the exercise of the rights
of a Holder of any Note.


Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes. In case any temporary or
definitive Note shall become mutilated or be destroyed, lost or stolen, the Company in the case of
a mutilated Note shall, and in the case of a lost, stolen or destroyed Note may in its discretion,
execute and, upon the written request or authorization of any Officer of the Company, the Trustee
shall authenticate and deliver, a new Note of the same series, bearing a number not
contemporaneously Outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a
substituted Note shall furnish to the Company and to the Trustee such security or indemnity as may
be required by them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Note and the ownership thereof.




     Upon the issuance of any substituted Note, 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. In
case any Note which has matured or is about to mature shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substituted Note, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Note) if the applicant for
such payment shall furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and the Trustee of the destruction, loss or theft of such Note and the
ownership thereof.



     Every replacement Note of any series issued in accordance with this Section 2.07 shall be the
valid obligation of the Company, evidencing the same indebtedness as the destroyed, lost or stolen
Note, and shall be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes of the same series duly issued hereunder. All Notes shall be



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held and owned upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall
preclude (to the extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without their surrender.



Section 2.08. Temporary Notes. Pending the preparation of definitive Notes of any series
the Company may execute and, upon receipt of a Company Order, the Trustee shall authenticate and
deliver temporary Notes of such series (printed, lithographed or typewritten). Temporary Notes of
any series shall be issuable in any authorized denomination and substantially in the form of the
definitive Notes in lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined by the Company, as
evidenced by its execution of such Notes. Every such temporary Note shall be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with the same effect, as
the definitive Notes in lieu of which they are issued. Without unreasonable delay the Company will
execute and deliver to the Trustee definitive Notes of such series and thereupon any or all
temporary Notes of such series may be surrendered in exchange therefor, at the option of the
holders thereof, either at the office or agency to be designated and maintained by the Company for
such purpose for that series in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02 or at any of such other offices or agencies as may be designated
and maintained by the Company for such purpose for that series in accordance with the provisions of
Section 4.02, and the Trustee shall authenticate and deliver in exchange for such temporary Notes
of such series an equal aggregate principal amount of definitive Notes of the same series. Such
exchange shall be made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Notes of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Notes of the same series authenticated and delivered hereunder.



Section 2.09. Cancellation of Notes Paid, etc. All Notes surrendered for the purpose of
payment, redemption, repayment, exchange or registration of transfer or for credit against any
sinking fund shall, if surrendered to the Company, any Registrar, any Paying Agent or any other
agent of the Company or of the Trustee, be delivered to the Trustee and promptly cancelled by it,
or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Notes shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The
Trustee may dispose of cancelled Notes in accordance with its customary procedures and, at the
written request of the Company, deliver a certificate of such disposition to the Company or, at the
written request of the Company, shall deliver cancelled Notes to the Company. If the Company shall
acquire any of the Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the same are delivered
to the Trustee for cancellation. Where the Notes are held in global form, and to the extent less
than all of the Notes are to be cancelled, the Registrar’s notation of such cancellation on its
books and records shall be deemed to satisfy any cancellation obligation.







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Section 2.10. Computation of Interest. Except as otherwise specified as contemplated by
Section 2.02 for Notes of any series, interest on the Notes of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.



Section 2.11. Form of Legend for Global Notes. Unless otherwise specified as contemplated
by Section 2.02 for the Notes evidenced thereby, every Global Note authenticated and delivered
hereunder shall bear a legend in substantially the following form (or such other form as a
securities exchange or Depositary may request or require):




     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), OR A NOMINEE OF THE DEPOSITORY
TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE
OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.



     PURSUANT TO A RECOMMENDATION PROMULGATED BY THE COMMITTEE ON UNIFORM SECURITY IDENTIFICATION
PROCEDURES, THE COMPANY HAS CAUSED CUSIP NUMBERS TO BE PRINTED ON THE NOTES AND THE TRUSTEE MAY USE
CUSIP NUMBERS IN NOTICES OF REDEMPTION OR REPURCHASE AS A CONVENIENCE TO HOLDERS. NO
REPRESENTATION IS MADE AS TO THE ACCURACY OF SUCH NUMBERS EITHER AS PRINTED ON THE NOTES OR AS
CONTAINED IN ANY NOTICE OF REDEMPTION AND RELIANCE MAY BE PLACED ONLY ON THE OTHER IDENTIFICATION
NUMBERS PLACED THEREON.



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Section 2.12. Persons Deemed Owners. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note
for the purpose of receiving payments of principal of (and premium, if any) and interest on, such
Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.




ARTICLE 3.




REDEMPTION AND PREPAYMENT



Section 3.01. Applicability of Article.




     The provisions of this Article 3 shall be applicable to the Notes of any series which are
redeemable before their maturity.



Section 3.02. Notice of Redemption; Partial Redemptions.




     Notice of redemption to the Holders of Notes of any series to be redeemed as a whole or in
part at the option of the Company shall be given by mailing notice of such redemption by first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Notes of such series at their last addresses as they shall appear in
the Security Register, with a copy thereof provided by the Company to the Trustee. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect
in the notice to the Holder of any Notes of such series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any other Note. The
notice of redemption to each such Holder shall specify (i) the principal amount of each Note held
by such Holder to be redeemed, (ii) the date fixed for redemption, (iii) the redemption price, (iv)
the place or places of payment, (v) the CUSIP number relating to the Notes, (vi) that payment will
be made upon presentation and surrender of the Notes, (vii) whether interest, if any, accrued to
the date fixed for redemption will be paid as specified in such notice and (viii) whether on and
after said date interest, if any, thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Note is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion thereof will be issued.



     The notice of redemption of Notes to be redeemed at the option 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.



     On or before the redemption date specified in the notice of redemption given as provided in
this Section 3.02, the Company will deposit with the Trustee or with one or more Paying Agents
(or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as
provided in Section 4.05(b)) an amount of money sufficient to redeem on the redemption date all
the Notes of such series so called for redemption at the appropriate redemption price,



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together with accrued interest, if any, to the date fixed for redemption. The Company will
deliver to the Trustee at least 45 days prior to the date fixed for redemption (but no later than
the receipt by the Holders of the notice of redemption) (unless a shorter notice period shall be
satisfactory to the Trustee) an Officers’ Certificate stating the aggregate principal amount of
Notes of such series to be redeemed. In case of a redemption at the election of the Company prior
to the expiration of any restriction on such redemption, the Company shall deliver to the Trustee,
prior to the giving of any notice of redemption to Holders pursuant to this Section 3.02, an
Officers’ Certificate stating that such restriction has been complied with.




     If less than all of the Notes of such series are to be redeemed, selection of the Notes for
redemption shall be made by the Trustee as follows:



     (a) if such Notes are listed on any principal national securities exchange, in compliance with
the requirements of such principal national securities exchange; or



     (b) if such Notes are not so listed, on a pro rata basis (subject to the procedures of DTC)
or, to the extent a pro rata basis is not permitted, in such manner as the Trustee shall deem to be
fair and appropriate.


However, no Note of $1,000 in principal amount or less shall be redeemed in part. A new Note in
principal amount equal to the unredeemed portion shall be issued upon cancellation of the original
Note. Notice of the redemption shall be given only after such selection has been made. Notes may be
redeemed in part in multiples equal to the minimum authorized denomination for Notes or any
multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes selected
for redemption and, in the case of any Notes 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 Notes shall relate, in the case of any Note redeemed
or to be redeemed only in part, to the portion of the principal amount of such Note which has been
or is to be redeemed.




Section 3.03. Payment of Notes Called for Redemption.




     If notice of redemption has been given as provided by this Article 3, the Notes or portions of
Notes specified in such notice shall become due and payable on the date and at the place or places
stated in such notice at the applicable redemption price, together with interest, if any, accrued
to the date fixed for redemption, and on and after said date (unless the Company shall default in
the payment of such Notes at the redemption price, together with interest, if any, accrued to said
date) interest, if any, on the Notes or portions of Notes so called for redemption shall cease to
accrue, and such Notes shall cease from and after the date fixed for redemption, except as provided
herein, to be entitled to any benefit or security under this Indenture, and the Holders thereof
shall have no right in respect of such Notes except the right to receive the redemption price
thereof and unpaid interest, if any, to the date fixed for redemption. On presentation and
surrender of such Notes at a place of payment specified in said notice, said Notes or the specified
portions thereof shall be paid and redeemed by the Company at the applicable redemption price,
together with interest, if any, accrued thereon to the date fixed for redemption; provided that
payment of interest, if any, becoming due on or prior to the date fixed



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for redemption shall be payable to the Holders of Notes registered as such on the relevant
record date subject to the terms and provisions of this Section 3.03.




     If any Note called for redemption shall not be so paid upon surrender thereof for redemption,
the redemption price shall, until paid or duly provided for, bear interest from the date fixed for
redemption at the rate of interest borne by such Note.



     Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the
Company, a new Note or Notes, and of like tenor, of authorized denominations, in principal amount
equal to the unredeemed portion of the Note so presented.



Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for
Redemption.




     Notes shall be excluded from eligibility for selection for redemption if they are identified
by registration and certificate number in an Officers’ Certificate delivered to the Trustee at
least 45 days prior to the last date on which notice of redemption may be given as being owned of
record and beneficially by, and not pledged or hypothecated by either (a) the Company, or (b) a
Person specifically identified in such written statement as an Affiliate of the Company.



ARTICLE 4.




COVENANTS



Section 4.01. Payment of Principal and Interest.




     The Company covenants and agrees that it, for the benefit of each series of Notes, will duly
and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on
each of the Notes at the place, at the respective times and in the manner provided in such Notes.



Section 4.02. Offices for Notices and Payments, Etc.




     So long as any Notes of a series are Outstanding, the Company will maintain in each Place of
Payment for each series of Notes an office or agency where such Notes may be presented for payment,
an office or agency where such Notes may be presented for registration of transfer and for exchange
as provided in this Indenture, and an office or agency where notices and demands to or upon the
Company in respect of such Notes or of this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of such office or
agency. In case the Company shall at any time fail to maintain any such office or agency, or shall
fail to give notice to the Trustee of any change in the location thereof, presentation may be made
and notice and demand may be served in respect of such Notes or of this Indenture at the Corporate
Trust Office. The Company hereby initially designates the Corporate Trust Office for each such
purpose.



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Section 4.03. No Interest Extension.




     In order to prevent any accumulation of claims for interest after maturity thereof, the
Company will not directly or indirectly extend or consent to the extension of the time for the
payment of any claim for interest on any of the Notes and will not directly or indirectly be a
party to or approve any such arrangement by the purchase or funding of said claims or in any other
manner; provided, however, that this Section 4.03 shall not apply in any case where an extension
shall be made pursuant to a plan proposed by the Company to the Holders of all Notes.



Section 4.04. Appointments To Fill Vacancies in Trustee’s Office.




     The Company, whenever necessary to avoid or fill a vacancy in the office of the Trustee, will
appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a
Trustee hereunder.



Section 4.05. Provision as to Paying Agent.




     (a) The Company hereby initially appoints the Trustee as the Paying Agent for each series of
Notes. If the Company shall, for any series of Notes, appoint a Paying Agent other than the
Trustee, it will cause such Paying Agent 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
4.05,




	 	(i)	 	that it will hold all sums held by it as such Paying Agent for the
payment of the principal of or interest, if any, on such Notes (whether such sums
have been paid to it by the Company or by any other obligor on such Notes) in
trust for the benefit of the Holders of the Notes and the Trustee; and
	 
	 	(ii)	 	that it will give the Trustee notice of any failure by the Company
(or by any other obligor on such Notes) to make any payment of the principal of,
premium, if any, or interest, if any, on such Notes when the same shall be due and
payable; and
	 
	 	(iii)	 	that it will, at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.





     (b) If the Company shall act as its own Paying Agent with respect to any series of Notes, it
will, on or before each due date of the principal of or interest, if any, on such Notes, set aside,
segregate and hold in trust for the benefit of the Holders of such Notes a sum sufficient to pay
such principal, premium, if any, or interest, if any, so becoming due and will notify the Trustee
of any failure to take such action and of any failure by the Company (or by any other obligor under
such Notes) to make any payment of the principal of, premium, if any, or interest, if any, on such
Notes when the same shall become due and payable.



     (c) Anything in this Section 4.05 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any Paying



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Agent hereunder, as required by this Section 4.05, such sums to be held by the Trustee upon
the trusts herein contained. Upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.




     (d) Anything in this Section 4.05 to the contrary notwithstanding, any agreement of the
Trustee or any Paying Agent to hold sums in trust as provided in this Section 4.05 is subject to
Sections 8.04 and 8.05.



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



Section 4.06. Reports by the Company.




     The Company covenants:




     (a) to file with the Trustee, within 15 days after the Company files 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), if any, which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of such Sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act, in respect of a debt security listed
and registered on a national securities exchange as may be prescribed from time to time in such
rules and regulations; provided that, in either case described in this subsection (a), such
information, documents, reports and periodic information, as applicable, shall be deemed to be
filed with the Trustee when publicly filed with the Commission
through the Commission’s EDGAR system;




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



     (c) to transmit by mail to the Holders of the Notes within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in Section 7.06, such summaries of any
information, documents and reports required to be filed by the Company pursuant to subsections (a)
and (b) of this Section 4.06 as may be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission;




     (d) to
furnish to the Trustee by [•] of each fiscal year of the Company beginning with
[•], a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his knowledge of the Company’s compliance with all




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conditions and covenants under this Indenture during the prior fiscal year. For purposes of
this subsection (d), such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture; and




     (e) to deliver to the Trustee written notice of any event that with the giving of notice and
the lapse of time would become an Event of Default under clause (c) of Section 6.01, such notice to
be delivered to the Trustee by the date that is the later of (1) 30 days after the occurrence of
such event and (2) promptly after (but no later than five Business Days after) an Officer of the
Company becomes aware of the occurrence of such event.


Section 4.07. Securityholder Lists. If and so long as the Trustee shall not be the
Registrar for the Notes of any series, the Company and any other obligor on the Notes will furnish
or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require
of the names and addresses of the Holders of the Notes of such series pursuant to TIA§ 312
(a) semi-annually not more than 15 days after each record date for the payment of interest on such
Notes, as hereinabove specified, as of such record date, and on dates to be determined pursuant to
Section 2.02 for non-interest bearing Notes in each year, and (b) at such other times as the
Trustee may request in writing, within thirty days after receipt by the Company of any such request
as of a date not more than 15 days prior to the time such information is furnished.




ARTICLE 5.




SUCCESSORS


Section 5.01. Limitation on Mergers, Consolidations and Sales of Assets.




     The Company may not consolidate or merge with or into, or sell, lease or convey all or
substantially all of its assets in any one transaction or series of transactions to any other
corporation, unless:



     (a) the resulting, surviving or transferee Person is either the Company or is a corporation
organized under the laws of Hong Kong, the United States, any state or the District of Columbia and
expressly assumes by supplemental indenture all of the Company’s obligations under this Indenture
and the Notes of each series issued hereunder; and



     (b) immediately after giving effect to the transaction, with respect to each series of Notes
issued hereunder, no Event of Default or event which with notice or lapse of time would be an Event
of Default has occurred and is continuing.



Section 5.02. Successor Corporation To Be Substituted.




     In case of any such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of the Company and upon the assumption by the successor
corporation, by supplemental indenture executed and delivered to the Trustee and satisfactory in
form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and
interest, if any, on all of the Notes of each series issued hereunder and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the
Company, such successor corporation shall succeed to and be substituted for the Company, with



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the same effect as if it had been named herein as the party of the first part, and the Company
(including any intervening successor to the Company which shall have become the obligor hereunder)
shall be relieved of any further obligation under this Indenture and the Notes of each series
issued hereunder; provided, however, that in the case of a sale, lease, exchange or other
disposition of the property and assets of the Company (including any such intervening successor),
the Company (including any such intervening successor) shall continue to be liable for its
obligations under this Indenture and each series of Notes to the extent, but only to the extent, of
liability to pay the principal of, premium, if any, and interest, if any, on such Notes at the
time, places and rate prescribed in this Indenture and such Notes. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Notes of any series issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes of any series that
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes of any series that such successor corporation thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Notes theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such Notes had
been issued at the date of the execution hereof.




     In case of any such consolidation or merger or any sale, lease, exchange or other disposition
of all or substantially all of the property and assets of the Company, such changes in phraseology
and form (but not in substance) may be made in the Notes, thereafter to be issued, as may be
appropriate.



Section 5.03. Opinion of Counsel To Be Given Trustee.




     The Trustee, subject to Sections 7.01 and 7.02, shall receive an Officers’ Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease,
exchange or other disposition and any such assumption complies with the provisions of this
Article 5.



ARTICLE 6.




DEFAULTS AND REMEDIES



Section 6.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default.




     “Event of Default” with respect to Notes of any series, wherever used herein, means any one of
the following events which shall have occurred and be continuing (whatever the reason for such
Event of Default), 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):



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     (a) default in the payment of any installment of interest upon any Notes of any series as and
when the same shall become due and payable, and continuance of such default for a period of 60
days; or



     (b) default in the payment of all or any part of the principal or premium (if any) on any of
Notes of such series as and when the same shall become due and payable either at maturity, upon any
redemption, by declaration or otherwise; or



     (c) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Notes of such series or contained in this Indenture
for a period of 90 days after the date on which written notice specifying such failure, stating
that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same,
shall have been given by registered or certified mail, return receipt requested, to the Company by
the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes of such series; or



     (d) without the consent of the Company a court having jurisdiction in the premises shall enter
a decree or order for relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company for any
substantial part of its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or



     (e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Company or for any substantial part of its property, or make any general assignment for the benefit
of creditors.



     If an Event of Default described in clause (a) or (b) occurs with respect to any series of
Notes and is continuing, then, and in each and every such case, either the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Notes then Outstanding of such series by
notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire
principal of the Notes of such series, and the interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration, the same shall become immediately due and
payable.



     If an Event of Default with respect to any series of Notes described in clause (c) above
occurs and is continuing for a period of 60 days after the date on which the underlying Default
becomes an Event of Default, then, and in each and every such case, unless the principal of all of
the Notes of such series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of all of the Notes of such series then
Outstanding by notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire principal of all of the Notes of such series then Outstanding, and the interest
accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same
shall become immediately due and payable. If an Event of Default described in clause (d) or (e)



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above occurs and is continuing, then the principal amount of all the Notes then Outstanding of
such series, and the interest accrued thereon, if any, shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder.




     The foregoing provisions are subject to the condition that if, at any time after the principal
of the Notes of such series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided:



     (a) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay:




	 	(i)	 	all matured installments of interest upon all the Notes of such
series; and
	 
	 	(ii)	 	the principal of any and all Notes of such series which shall have
become due otherwise than by acceleration; and
	 
	 	(iii)	 	interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest,
at the Overdue Rate applicable to such series to the date of such payment or
deposit; and
	 
	 	(iv)	 	all amounts payable to the Trustee pursuant to Section 7.07; and





     (b) all Events of Default with respect to such series of Notes, other than the non-payment of
the principal of Notes of such series which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein,


then, and in every such case, the Holders of a majority, or any applicable supermajority, in
aggregate principal amount of the Notes of such series then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults related to such series of Notes and rescind and
annul such declaration and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default relating to such series of Notes or shall impair
any right consequent thereon.




Section 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt.




     The Company covenants that (a) in case default shall be made in the payment of any installment
of interest on any of the Notes of any series when such interest shall have become due and payable,
and such default shall have continued for a period of 60 days, or (b) in case default shall be made
in the payment of all or any part of the principal of any of the Notes of any series when the same
shall have become due and payable, whether upon maturity of such Notes or upon any redemption or by
declaration or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee for
the benefit of the Holders of such Notes of such series the whole amount that then shall have
become due and payable on such Notes for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest at the Overdue
Rate applicable to such series of Notes); and in addition



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thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, and such other amount due the Trustee under Section 7.07 in respect of such Notes.




     Until such demand is made by the Trustee, the Company may pay the principal of and interest on
such Notes to the registered Holders, whether or not the Notes be overdue.



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon such Notes of such series and
collect in the manner provided by law out of the property of the Company or other obligor upon such
Notes of such series, wherever situated, all the moneys adjudged or decreed to be payable.



     In case there shall be pending proceedings relative to the Company or any other obligor upon
the Notes of any series then Outstanding under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other similar judicial proceedings relative to the Company or other
obligor upon such Notes, or to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of such Notes 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 pursuant to the provisions of this Section 6.02, shall be entitled and empowered,
by intervention in such proceedings or otherwise:



     (a) to file and prove a claim or claims for the whole amount of principal and interest, if
any, owing and unpaid in respect of such Notes, and, in the case of any judicial proceedings, 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 amounts payable to the Trustee under Section 7.07) and of the
Holders of such Notes allowed in any judicial proceedings relative to the Company or other obligor
upon such Notes, or to the creditors or property of the Company or such other obligor; and



     (b) unless prohibited by applicable law and regulations, or unless otherwise directed by a
majority in aggregate principal amount of the Notes of each affected series at the time
Outstanding, to vote on behalf of the Holders of such Notes in any election of a receiver,
assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other
bankruptcy or insolvency proceedings, custodian or other person performing similar functions in
respect of any such proceedings; and



     (c) to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute all amounts received with respect to the claims of the Holders of such
Notes and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official performing similar functions in respect of any such proceedings is hereby
authorized by each of the Holders of such Notes to make payments to the Trustee, and, in the




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event that the Trustee shall consent to the making of payments directly to the Holders of such
Notes, to pay to the Trustee its costs and expenses of collection and all other amounts due to it
pursuant to Section 7.07.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Holder of such Notes any plan of reorganization,
arrangement, adjustment or composition affecting such Notes or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder of such Notes in any such
proceeding, except as aforesaid in clause (b).



     All rights of action and of asserting claims under this Indenture, or under any of the Notes
of any series, may be enforced by the Trustee without the possession of any of such Notes or the
production thereof in any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall be awarded to the Trustee for ratable distribution to the
Holders of such Notes in respect of which such action was taken, after payment of all sums due to
the Trustee under Section 7.07 in respect of such Notes.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Notes of such series in respect to which
such action was taken, and it shall not be necessary to make any Holders of such Notes parties to
any such proceedings.



Section 6.03. Application of Proceeds.




     Any moneys collected by the Trustee pursuant to this Article 6 in respect of the Company’s
obligations with respect to a series of Notes shall be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Notes in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing Notes of such series
in reduced principal amounts in exchange for the presented Notes of like series if only partially
paid, or upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due to the current Trustee and then to each
predecessor Trustee under Section 7.07 in respect to the Notes of such series;




     SECOND: In case the principal of the Outstanding Notes of such series in respect of
which moneys have been collected shall not have become and be then due and payable, to the
payment of interest on such Notes in default in the order of the maturity of the
installments on such interest, with interest (to the extent that such interest has been
collected by the Trustee and is permitted by applicable law) upon the overdue installments
of interest at the Overdue Rate applicable to such Notes, such payments to be made ratably
to the persons entitled thereto, without discrimination or preference;




     THIRD: In case the principal of the Outstanding Notes of such series in respect of
which moneys have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon such Notes for principal



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and interest, with interest upon the overdue principal, and (to the extent that such
interest has been collected by the Trustee and is permitted by applicable law) upon the
overdue installations of interest at the Overdue Rate applicable to such Notes; and in case
such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the
Notes of such series, then to the payment of such principal and interest, without preference
or priority of principal over interest, or of interest over principal, or of any installment
of interest over any other installment of interest or of any such Note over any other such
Note, ratably to the aggregate of such principal and accrued and unpaid interest; and




     FOURTH: To the payment of the remainder, if any, to the Company or any other person
lawfully entitled thereto.



Section 6.04. Suits for Enforcements.




     In case an Event of Default with respect to any series of Notes has occurred, has not been
waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture and such Notes by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or such Notes or in aid of the exercise of any power granted
in this Indenture or such Notes or to enforce any other legal or equitable right vested in the
Trustee by this Indenture, such Notes or by law.



Section 6.05. Restoration of Rights on Abandonment of Proceedings.




     In case the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee or such Holder, then and in every such case the
Company, the Trustee and the Holders shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Holders
shall continue as though no such proceedings had been taken.



Section 6.06. Limitation on Suits by Noteholders.




     No Holder of any Note of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture or such Note, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar official or for any
other remedy hereunder or thereunder, unless (a) such Holder previously shall have given to the
Trustee written notice of an Event of Default with respect to the Notes of that series and of the
continuance thereof, as hereinbefore provided, and (b) the Holders of not less than 25% in
aggregate principal amount of the Notes then Outstanding of such series shall have made written
request upon the Trustee to institute such action or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and (c) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall have failed to



-27-









 




institute any such action or proceeding, and (d) no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.09. For the protection and
enforcement of the provisions of this Section 6.06, each and every Holder of Notes of such series
and the Trustee shall be entitled to such relief as can be given either at law or in equity.




Section 6.07. Right of Noteholders To Institute Certain Suits.




     Notwithstanding any other provision in this Indenture and any provision of any Note, the right
of any Holder of any Note to receive payment of the principal of, premium, if any, and interest, if
any, on such Note, on or after the respective due dates expressed in such Note, or upon redemption,
by declaration, repayment or otherwise, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder.



Section 6.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.




     No right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes
of any series is intended to be exclusive of any other right or remedy and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     No delay or omission of the Trustee or of any Holder of such Notes to exercise any right or
remedy accruing upon any Event of Default with respect to any such series of Notes occurring and
continuing as aforesaid shall impair any such right or remedy or shall be construed to be a waiver
of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Indenture, any Note or law to the Trustee or to the Holders of such Notes may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or, subject to Section
6.06, by the Holders of Notes.



Section 6.09. Control by Holders of Notes.




     The Holders of a majority in aggregate principal amount of the Notes of each affected series
at the time Outstanding 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 such Notes by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture and shall not expose the
Trustee to personal liability; and provided further, that (subject to the provisions of Section
7.01) the Trustee shall have the right to decline to follow any such direction (a) if the Trustee,
being advised by counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee shall determine in good faith
that the action or proceedings so directed would involve the Trustee in personal liability; or (c)
if the Trustee in good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the



-28-









 




interests of the Holders of the Notes not joining in the giving of said direction, it being
understood that (subject to Section 7.01) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.




     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee that is not inconsistent with such direction or directions by
Noteholders.



Section 6.10. Waiver of Past Defaults.




     Prior to the declaration of acceleration of the maturity of the Notes of any series as
provided in Section 6.01, the Holders of a majority in aggregate principal amount of such Notes at
the time Outstanding may on behalf of the Holders of all such Notes waive any past default or Event
of Default described in Section 6.01 and its consequences, except a default in respect of a
covenant or provision of this Indenture or of such series of Notes which cannot be modified or
amended without the consent of the Holder of each Note of such series affected. In the case of any
such waiver, the Company, the Trustee and the Holders of all such Notes shall be restored to their
former positions and rights hereunder, respectively, and such default shall cease to exist and be
deemed to have been cured and not to have occurred for purposes of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



Section 6.11. Right of Court To Require Filing of Undertaking To Pay Costs.




     All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.11 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Noteholder or group of Noteholders holding in the aggregate
more than 10% in aggregate principal amount of the Notes of any series, or to any suit instituted
by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on
or after the due date expressed in such Note or any date fixed for redemption.



ARTICLE 7.




TRUSTEE



Section 7.01. Duties of Trustee.




     (a) If an Event of Default with respect to any series of Notes has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of such Person’s own affairs.



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     (b) Except during the continuance of an Event of Default with respect to any series of Notes:




     (1) the duties of the Trustee with respect to any series of Notes shall be determined
solely by the express provisions of this Indenture, and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any certificate or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




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




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.09
hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section 7.01.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. The
Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture
at the request of any Holder, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against the cost, expenses and liabilities which might be incurred by
it in compliance with such request or direction.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



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Section 7.02. Rights of Trustee.




     Subject to TIA § 315:



     (a) The Trustee may conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order or document believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or matter stated in
any such document.



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



     (c) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.



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



     (g) The Trustee shall not be deemed to have notice of any Default or Event of Default with
respect to any series of Notes unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event that is in fact such a Default or Event of Default is
received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from
the Company or the Holders of 25% in aggregate principal amount of the Outstanding Notes of such
series, and such notice references the specific Default or Event of Default, the series of Notes
and this Indenture.



     (h) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.



     (i) The Trustee shall have no duty to inquire as to the performance of the Company’s
covenants herein.



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     (j) 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.



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



Section 7.03. Individual Rights of Trustee.




     The Trustee, Registrar, Paying Agent or Agent in its individual or any other capacity may
become the owner or pledgee of Notes of any series and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not Trustee, Registrar,
Paying Agent or Agent.



Section 7.04. Trustee’s Disclaimer.




     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes of any series, it shall not be accountable for the
Company’s use of the proceeds of the Notes or of any series thereof or any money paid to the
Company or upon the Company’s direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or any statement in
the Notes of any series or any other document in connection with the sale of the Notes of any
series or pursuant to this Indenture other than its certificate of authentication.



Section 7.05. Notice of Defaults.




     If a Default or Event of Default with respect to any series of Notes occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to Holders of such Notes, as their names
and addresses appear in the Security Register, a notice of the Default or Event of Default within
90 days after it occurs, unless such default shall have been cured or waived. Except in the case of
a Default or Event of Default in payment of principal of, premium, if any, or interest on any such
Note, the Trustee may withhold and shall be protected in withholding the notice if and so long as
its Responsible Officers in good faith determine that withholding the notice is in the interests of
the Holders of such Notes. In the case of any Default of the character specified in Section
6.01(c) no such notice to Holders shall be given until at least 90 days after the occurrence
thereof.



Section 7.06. Reports by Trustee to Holders.




     Within 60 days after each [•] beginning with the [•] following the date of this
Indenture, and for so long as Notes of any series remain Outstanding, the Trustee shall mail to the
Holders, as their names and addresses appear in the Security Register, a report dated as of




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such [•], in accordance with, and to the extent required under, TIA § 313(a), and the
Trustee shall otherwise comply with TIA § 313.




     A copy of each report at the time of its mailing to the Holders shall be mailed to the Company
and filed with the Commission and each stock exchange on which Notes of a series are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange and any delisting thereof.



Section 7.07. Compensation and Indemnity.




     The Company shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.



     The Company shall indemnify the Trustee or any predecessor Trustee against and hold each
harmless against any and all losses, claims, damages, penalties, fines, liabilities or expenses,
including incidental and out-of-pocket expenses and reasonable attorneys’ fees (for purposes of
this Article 7, “losses”) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder, except to the
extent such losses may be attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations under this Section 7.07, unless (and
then only to the extent that) the Company has been prejudiced thereby. The Company shall defend
the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel if
the Trustee has been reasonably advised by counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the Company and in the
reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and
the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent, which consent shall not be unreasonably withheld. The
Company need not reimburse any expense or indemnify against any loss incurred by the Trustee
through the Trustee’s own willful misconduct, gross negligence or bad faith.



     The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the
Notes of all series issued pursuant to this Indenture through the expiration of the applicable
statute of limitations.



     To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a
Lien prior to the Notes of each series on all money or property held or collected by the Trustee,



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except that held in trust to pay principal of, premium, if any, and interest on particular
Notes of such series. Such Lien shall survive the satisfaction and discharge of this Indenture.




     When the Trustee incurs expenses or renders services after an Event of Default specified in
Sections 6.01(d) or 6.01(e) with respect to any series of Notes, the expenses and the
compensation for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.



Section 7.08. Replacement of Trustee.




     A resignation or removal of the Trustee and appointment of a successor Trustee with respect to
any or all series of Notes shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.



     The Trustee with respect to any or all series of Notes may resign in writing at any time upon
30 days’ prior notice to the Company and be discharged from the trust hereby created by so
notifying the Company. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after giving such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor
Trustee. The Holders of a majority in aggregate principal amount of the then Outstanding Notes of
any series of Notes may remove the Trustee by so notifying the Trustee and the Company in writing.



     If, with respect to the applicable series of Notes:



     (a) the Trustee fails to comply with Section 7.10 hereof;



     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;



     (c) a custodian or public officer takes charge of the Trustee or its property; or



     (d) the Trustee becomes incapable of acting,


then (i) the Company may remove the Trustee or (ii) subject to Section 6.11, any Holder who has
been a bona fide Holder of a Note 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 and
the appointment of a successor Trustee. If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason with respect to any series of Notes (the Trustee in
such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee for each such affected series of Notes (it being understood that any such
successor Trustee may be appointed with respect to the Notes of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the Notes of any particular
series).




     If a successor Trustee with respect to any series of Notes does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the bona
fide Holders of at least 10% in aggregate principal amount of the then Outstanding Notes of



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such series may petition any court of competent jurisdiction for the appointment of a
successor Trustee.




     A successor Trustee with respect to any series of Notes shall execute, acknowledge and deliver
a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective without any further act, deed
or conveyance, and the successor Trustee shall become vested with all the rights, powers and duties
of the retiring Trustee with respect to such series of Notes. The successor Trustee shall mail a
notice of its succession by first-class mail, postage prepaid, to the Holders of such series as
their names and addresses appear in the Security Registrar. Each notice shall include the name of
the successor Trustee and the address of its principal corporate trust office. Subject to the Lien
provided for in Section 7.07 hereof, the retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the
Trustee hereunder shall have been paid. Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all rights, powers and trusts. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee.



     In the case of an appointment hereunder of a separate or successor Trustee with respect to the
Notes of one or more series (but not all series of Notes) Outstanding, the Company, any retiring
Trustee and each successor or separate Trustee with respect to the Notes of any applicable series
shall execute and deliver an indenture supplemental hereto (1) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Notes of any series as to which any such retiring
Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that 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 Trustee co-trustee of
the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any
such other Trustee.



Section 7.09. Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another Person, the successor Person without any further act
shall, if such successor Person is otherwise eligible hereunder, be the successor Trustee, without
the execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Notes of any series 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 Notes of such series so authenticated with the same
effect as if such successor Trustee had itself authenticated such Notes.



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Section 7.10. Eligibility; Disqualification.




     There shall at all times be a Trustee for each series hereunder that is a Person organized and
doing business under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and surplus of at least
$50.0 million (or a wholly-owned subsidiary of a bank or trust company, or of a bank holding
company, the principal subsidiary of which is a bank or trust company having a combined capital and
surplus of at least $50.0 million) as set forth in its most recent published annual report of
condition.



     The Trustee shall comply with the terms of TIA § 310(b).



Section 7.11. Preferential Collection of Claims Against Company.



     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.



Section 7.12. Money Held in Trust.




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



ARTICLE 8.




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



Section 8.01. Option To Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect (unless otherwise provided in the supplemental
indenture related to such series of Notes) to have either Sections 8.02 or 8.03 hereof applied to
all Outstanding Notes of any series upon compliance with the conditions set forth below in this
Article 8.



Section 8.02. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02 with respect to any series of Notes, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all Outstanding Notes of each affected series on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Notes of such series, which shall thereafter be deemed
to be Outstanding only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in clauses (a) and (b) below, and to have satisfied all of its



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obligations under such Notes and this Indenture with respect to such series of Notes (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments delivered
to it by the Company acknowledging the same), except for the following provisions which shall
survive with respect to each such series of Notes until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Outstanding Notes of such series to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when such payments are due
from the trust referred to below; (b) the Company’s obligations with respect to the Notes of such
series concerning mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust; (c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and
(d) the Legal Defeasance provisions of this Indenture. Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.02 with respect to any series of Notes
notwithstanding the prior exercise of its option under Section 8.03 hereof.




Section 8.03. Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 with respect to any series of Notes, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its obligations under the
provisions contained in Articles 4 (other than in Section 4.06, to the extent that such an
obligation cannot be defeased under the TIA) and 5 (including such obligations as are set forth in
a supplemental indenture with respect to Articles 4 and 5) with respect to the Notes of such series
on and after the date the conditions set forth in Section 8.04 are satisfied with respect to such
series (hereinafter, “Covenant Defeasance”), and such Notes shall thereafter be deemed 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 such covenants, but shall continue to be
deemed Outstanding for all other purposes hereunder (it being understood that such Notes shall not
be deemed Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the Outstanding Notes of such series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant,
or by reason of any reference in any such 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 with
respect to such series of Notes under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof Sections 6.01(d)
and 6.01(e) hereof shall not constitute Events of Default or defaults hereunder with respect to
such series of Notes.



Section 8.04. Conditions to Legal or Covenant Defeasance.




     The following shall be the conditions to the application of either Sections 8.02 or 8.03
hereof to the Outstanding Notes of any series:



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     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series
of Notes:



     (a) the Company must irrevocably deposit, or cause to be deposited, with the Trustee, in
trust, for the benefit of the Holders of the Notes of such series, cash in U.S. dollars,
non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants, which
opinion has been delivered to the Trustee, to pay, without reinvestment, the principal of, premium,
if any, and interest on the Outstanding Notes of such series on the stated maturity thereof or on
the applicable redemption date, as the case may be, and the Company must specify whether the Notes
of such series are being defeased to maturity or to a particular redemption date;



     (b) in the case of Legal Defeasance with respect to any series of Notes, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that
the Company has received from, or there has been published by, the Internal Revenue Service a
ruling, or there has been a change in the applicable United States federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the Outstanding Notes of such series will not recognize income, gain or loss for United
States federal income tax purposes as a result of such Legal Defeasance, and will be subject to
United States federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance with respect to such series of Notes had not
occurred;



     (c) in the case of Covenant Defeasance with respect to any series of Notes, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that
the Holders of the Outstanding Notes of such series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such Covenant Defeasance of such series of
Notes, and such Holders will be subject to United States 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 with
respect to such series of Notes had not occurred;



     (d) no Default or Event of Default with respect to such series of Notes shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day
after the date of deposit;



     (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than this Indenture) to
which the Company or by which the Company is bound;



     (f) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders of the Notes of such series
over other creditors of the Company, or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others;



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     (g) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel in the United States reasonably acceptable to the Trustee, each stating that the conditions
precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as applicable, in
the case of the Officers’ Certificate, in clauses (a) through (f) and, in the case of the Opinion
of Counsel, in clauses (b) and (c) of this paragraph, have been complied with.



Section 8.05. Deposited Money and Government Securities To Be Held in Trust; Other
Miscellaneous Provisions.




     Subject to Section 8.06 hereof, all cash and/or non-callable U.S. Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively, and solely for purposes of this Section 8.05, the “Trustee”) pursuant to Section
8.04 hereof in respect of the Outstanding Notes of any series shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such cash and/or securities need not be
segregated from other funds except to the extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash and/or non-callable U.S. Government Securities deposited pursuant
to Section 8.04 hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Notes of such series.



     Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any cash and/or non-callable U.S.
Government Securities held by it as provided in Section 8.04 hereof that, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)
hereof), are in excess of the amount thereof that would then be required to be deposited to effect
an equivalent Legal Defeasance or Covenant Defeasance of the affected series of Notes.



Section 8.06. Repayment to Company.




     Any cash and/or non-callable U.S. Government Securities deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Note of any series and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid to the Company at
its request or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such cash and/or securities,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and/or securities remain unclaimed and that,
after a date specified therein, which shall not be less than 30 days



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from the date of such notification or publication, any unclaimed balance of such cash and/or
securities then remaining will be repaid to the Company.




Section 8.07. Reinstatement.




     If the Trustee or Paying Agent is unable to apply any cash and/or non-callable U.S. Government
Securities to any series of Notes in accordance with Sections 8.02 or 8.03 hereof, as the case
may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this
Indenture and such Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Sections 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Sections 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of, premium, if any, or
interest on any Note of such series following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.



Section 8.08. Survival.




     The Trustee’s rights under Section 7.07 and this Article 8 shall survive termination of this
Indenture.



ARTICLE 9.




SUPPLEMENTAL INDENTURES



Section 9.01. Supplemental Indentures Without Consent of Noteholders.




     The Company, when authorized by a Board Resolution (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Officers’ Certificate), and the Trustee, upon the
written request of the Company, may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the
date of the execution thereof) for one or more of the following purposes:



     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes
of one or more series any property or assets;



     (b) to evidence the succession of another Person to the Company, or successive successions,
and the assumption by the successor Person of the covenants, agreements and obligations of the
Company pursuant to Article 5;



     (c) to add to the covenants of the Company such further covenants, restrictions, conditions
or provisions as the Company and the Trustee shall consider to be for the protection of the Holders
of all or any series of Notes (and if such covenants are to be for the benefit of less than all of
the series of Notes, stating that such covenants are expressly being included for the benefit of
such series), and to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of



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Default permitting the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for a particular period
of grace after default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Notes of such series to waive such
an Event of Default;




     (d) to provide for the issuance of and establish the form and terms of Notes of any series as
permitted by Sections 2.01 and 2.02;



     (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture that may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture;



     (f) to make any other provisions as the Company may deem necessary or desirable; provided,
however, that no such provisions shall materially adversely affect the legal rights of the Holders
of any Notes of the applicable series;



     (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall
be necessary to effect the qualification of this Indenture under the TIA, or under any similar
federal statute hereafter enacted, and to add to this Indenture such other provisions as may be
expressly permitted by the TIA, excluding, however, the provisions referred to in TIA § 316(a)(2)
as in effect at the date as of which this instrument was executed or any corresponding provision
provided for in any similar federal statute hereafter enacted;



     (h) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Notes of any or all 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 7.08;



     (i) in the case of subordinated Notes, to make any change in the provisions of this Indenture
or any supplemental indenture relating to subordination that would limit or terminate the benefits
available to any holder of senior indebtedness under such provisions; provided that such change is
made in accordance with the provisions of such senior Notes; and



     (j) to add guarantees with respect to the Notes of any series or to secure the Notes of any
series.



     The Trustee is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



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     Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed
without the consent of the Holders of any of the Notes then Outstanding, notwithstanding any of the
provisions of Section 9.02.



Section 9.02. Supplemental Indentures with Consent of Noteholders.




     With the consent of the Holders of not less than a majority in aggregate principal amount of
the Notes of each series then Outstanding affected by such supplemental indenture, the Company,
when authorized by a Board Resolution (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be determined in accordance
with or pursuant to an Officers’ Certificate), and the Trustee may, upon the written request of the
Company and receipt of the aforementioned Board Resolution and upon filing with the Trustee
evidence of the consent of the Holders of the Notes as aforesaid, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes
of each such series; provided, that no such supplemental indenture shall (a) extend the stated
final maturity of the principal of any Note, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest, if any, thereon, or reduce or alter the method of
computation of any amount payable on redemption, repayment or purchase by the Company thereof (or
the time at which any such redemption, repayment or purchase may be made), or make the principal
thereof, or interest, if any, thereon payable in any coin or currency other than that provided in
such Notes, this Indenture or any supplemental indenture or in accordance with the terms of such
Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof
or, if such Notes provide therefor, any right of repayment or purchase at the option of the
Noteholder, without the consent of the Holder of each Note so affected, (b) reduce the percentage
of Notes of any series, the consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of each Note so affected, whether such consenting
Holders in the aggregate hold a majority in principal amount of the Notes so affected or not or (c)
modify any of the provisions of this Section 9.02, 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 Holders of each Note so affected.



     The Trustee shall join with the Company 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 at its discretion, but shall not be obligated
to, enter into such supplemental indenture.



     It shall not be necessary for the consent of the Noteholders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 9.02, the Company (or the Trustee at the request and
expense of the Company) shall give notice thereof to the Holders of then



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Outstanding Notes affected thereby, as provided in Section 11.02. Any failure of the Company
to give such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.




Section 9.03. Effect of Supplemental Indenture.




     Upon the execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and shall be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Notes of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.



Section 9.04. Documents To Be Given to Trustee.




     The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to
receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article 9 complies with the applicable provisions
of this Indenture and that all conditions precedent to the execution and delivery of such
supplemental indenture have been satisfied.



Section 9.05. Notation on Securities in Respect of Supplemental Indentures.




     Notes of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article 9 may bear a notation in form approved by the
Trustee for such series as to any matter provided for by such supplemental indenture or as to any
action taken by Noteholders. If the Company or the Trustee shall so determine, new Notes of any
series so modified as to conform, in the opinion of the Trustee and the Company, to any
modification of this Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange for the Notes of
such series then Outstanding.



Section 9.06. Conformity with the TIA.




     Every supplemental indenture executed pursuant to this Article 9 shall conform to the
requirements of the TIA as then in effect if this Indenture shall then be qualified under the TIA.



ARTICLE 10.




SATISFACTION AND DISCHARGE



Section 10.01. Satisfaction and Discharge.




     The obligations of the Company pursuant to any series of Notes shall be discharged and shall
cease to be of further effect, except as to surviving rights of registration of transfer or
exchange of the Notes of such series, as to all Notes of such series issued hereunder, and the



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Trustee, on demand and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:




     (a) either:




	 	(i)	 	all Notes of such series that have been previously authenticated
and delivered (except lost, stolen or destroyed Notes that have been replaced or
paid, and Notes for whose payment money has previously been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from the trust) have been delivered to the Trustee for cancellation;
or
	 
	 	(ii)	 	(A) all Notes of such series that have not been previously delivered
to the Trustee for cancellation, have become due and payable by their terms, will
become due and payable at their stated maturity within one year, have been called
for redemption, or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name and at the expense of the Company, and the Company has
irrevocably deposited or caused to be deposited with the Trustee, as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable
U.S. Government Securities, or a combination thereof, in such amounts as shall be
sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the Notes of such series not previously
delivered to the Trustee for cancellation or redemption for principal, premium, if
any, and interest on the Notes of such series to the date of deposit, in the case
of Notes that have become due and payable, or to the stated maturity or redemption
date, as the case may be; (B) the Company has paid all other sums payable by the
Company with respect to the Notes of such series under this Indenture and the
Notes; and (C) the Company has delivered irrevocable instructions to the Trustee
to apply the deposited money toward the payment of the Notes of such series at
their stated maturity or on the redemption date, as the case may be.





     In the case of either clause (i) or (ii):



     (b) no Default or Event of Default shall have occurred and be continuing with respect to such
series of Notes on the date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound; and



     (c) the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of
Counsel stating that all conditions precedent relating to the satisfaction and discharge of such
series of Notes have been satisfied.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.07 shall survive.



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Section 10.02. Deposited Cash and U.S. Government Securities To Be Held in Trust; Other
Miscellaneous Provisions.




     Subject to Section 10.03, all cash and/or non-callable U.S. Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 10.02, the “Trustee”) pursuant to Section 10.01 hereof in respect of the
Outstanding Notes of such series to be satisfied and discharged in accordance with Section 10.01
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and interest, but such
cash and/or securities need not be segregated from other funds except to the extent required by
law.



Section 10.03. Repayment to Company.




     Any cash and/or non-callable U.S. Government Securities deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Note of any series and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid to the Company at
its request or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such cash and/or securities,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and/or securities remain unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such cash and/or securities then remaining
will be repaid to the Company.



ARTICLE 11.




MISCELLANEOUS



Section 11.01. TIA Controls.




     If any provision of this Indenture limits, qualifies or conflicts with another provision that
is required or deemed to be included in this Indenture by the TIA, such required or deemed
provision shall control.



Section 11.02. Notices.




     Any request, demand, authorization, direction, notice, consent, waiver or communication by the
Company or the Trustee to the other is duly given if in writing and delivered in person or mailed
by first-class mail (registered or certified, return receipt requested), facsimile transmission or
overnight air courier guaranteeing next-day delivery, to the other’s address:



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If to the Company:




City Telecom (H.K.) Limited

12th Floor, Trans Asia Centre

No. 18 Kin Hong Street

Kwai Chung, New Territories

Hong Kong

Attention: Mr. Lai Ni Quiaque

Telecopier No.: (852) 3145 6068




with a copy to:




Jones Day

29th Floor, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Attention: Jeffrey Maddox

Telecopier No.: (852) 2868 5871




If to the Trustee:



     The Company or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.



     All notices and communications (other than those sent to the Trustee or Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next-day delivery.



     Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
or by overnight air courier guaranteeing next-day delivery to its address shown on the Security
Register. Any notice or communication shall also be so mailed to any Person described in TIA §
313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or
any defect therein shall not affect its sufficiency with respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



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



Section 11.03. Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).



Section 11.04. Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee:



     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof) stating that, in the
opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been complied with; and



     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been complied with.



Section 11.05. Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:



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



     (b) 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;



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



     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.


With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate,
certificates of public officials or reports or opinions of experts.







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Section 11.06. Form of Documents Delivered to Trustee.




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



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



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



Section 11.07. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the outstanding Notes of all series
or more than one series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby
expressly required, to the Company. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section 11.07.



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



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



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such action is made upon
such Note.



Section 11.08. Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



Section 11.09. No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, employee, incorporator or stockholder of the
Company, as such, shall have any liability for any obligations of the Company under the Notes of
any series or this Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes of
any series. The waiver and release may not be effective to waive or release liabilities under the
federal securities laws.



Section 11.10. Governing Law.




     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES OF SUCH STATE (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT THAT THE AUTHORIZATION AND
EXECUTION OF THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION OF
ORGANIZATION OF THE COMPANY.



Section 11.11. No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.


Section 11.12. Notes in a Specified Currency Other than Dollars. Unless otherwise
specified as contemplated by Section 2.02 with respect to a particular series of Notes, whenever
for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Notes of all series or all series affected by a particular action at
the time Outstanding and, at such time, there are Outstanding any Notes of any series which are
denominated in a Specified Currency other than U.S. dollars, then the principal amount of Notes of
such series which shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of U.S. dollars that could be obtained for such amount of such Specified






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Currency at the Market Exchange Rate. For purposes of this Section 11.12, “Market Exchange Rate”
shall mean the noon U.S. dollar buying rate in New York City for cable transfers of the Specified
Currency published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not
available for any reason with respect to such Specified Currency, such quotation of the Federal
Reserve Bank of New York or such other quotations as appropriate shall be used. The provisions of
this paragraph shall apply in determining the equivalent principal amount in respect of Notes of a
series denominated in a Specified Currency other than U.S. dollars in connection with any action
taken by Holders of Notes pursuant to the terms of this Indenture.




     In no event will the Trustee have any duty or liability regarding the Market Exchange Rate or
any alternative determination provided for in the preceding paragraph.



Section 11.13. Successors.




     All covenants and agreements of the Company in this Indenture and the Notes shall bind its
successors and assigns. All covenants and agreements of the Trustee in this Indenture shall bind
its successors and assigns.



Section 11.14. Severability.




     In case any provision in this Indenture or in the Notes 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 11.15. Counterpart Originals.




     The parties may sign counterparts of this Indenture. Each counterpart shall be an original,
but all of them together represent the same agreement.



Section 11.16. Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and headings in this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.



Section 11.17. Qualification of this Indenture.




     The Trustee shall be entitled to receive from the Company any such Officers’ Certificates,
Opinions of Counsel or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.


Section 11.18. Company-Owned Notes Disregarded.




     In determining whether the Holders of the requisite aggregate principal amount of Notes, or
any series thereof, have concurred in any demand, request, notice, direction, consent or waiver
under this Indenture, Notes which are owned by the Company or any other obligor on the Notes with
respect to which such determination is being made or by any person directly or indirectly



-50-









 




controlling or controlled by or under direct or indirect common control with the Company or any
other obligor on the Notes with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such determination; provided,
that for the purposes of determining whether the Trustee shall be protected in relying on any such
demand, request, notice, direction, consent or waiver only Notes which the Trustee knows are so
owned shall be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 11.18 if the pledgee shall establish to
the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not
a person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.




[Signatures on following pages]




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	 	 	Company:	 	 
	 
	 	 	 	 	 	 
	 	 	CITY TELECOM (H.K) LIMITED	 	 
		 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

 	 	 
	 

	 	Title:
	 	 	 	 
		 	 	 	 	 	 
	 	 	Trustee:	 	 
	 
	 	 	 	 	 	 
	 	 	[•], as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: