Exhibit 4.6


 


 


Dollar General Corporation


 






 


INDENTURE


 


Dated as of
                  , 20


 






 


[      ]


 


as Trustee


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I. DEFINITIONS AND INCORPORATION BY
  REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Other
  Definitions

  	
  5

  
	
  Section 1.3

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
  5

  
	
  Section 1.4

  	
  Rules of
  Construction

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. THE SECURITIES

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Issuable
  in Series

  	
  6

  
	
  Section 2.2

  	
  Establishment
  of Terms of Series of Securities

  	
  6

  
	
  Section 2.3

  	
  Execution
  and Authentication

  	
  9

  
	
  Section 2.4

  	
  Registrar
  and Paying Agent

  	
  10

  
	
  Section 2.5

  	
  Paying
  Agent to Hold Money in Trust

  	
  11

  
	
  Section 2.6

  	
  Securityholder
  Lists

  	
  11

  
	
  Section 2.7

  	
  Transfer
  and Exchange

  	
  11

  
	
  Section 2.8

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  12

  
	
  Section 2.9

  	
  Outstanding
  Securities

  	
  13

  
	
  Section 2.10

  	
  Treasury
  Securities

  	
  13

  
	
  Section 2.11

  	
  Temporary
  Securities

  	
  13

  
	
  Section 2.12

  	
  Cancellation

  	
  14

  
	
  Section 2.13

  	
  Defaulted
  Interest

  	
  14

  
	
  Section 2.14

  	
  Special
  Record Dates

  	
  14

  
	
  Section 2.15

  	
  Global
  Securities

  	
  15

  
	
  Section 2.16

  	
  CUSIP
  Numbers

  	
  16

  
	
  Section 2.17

  	
  Persons
  Deemed Owners

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. REDEMPTION

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Notice
  to Trustee

  	
  17

  
	
  Section 3.2

  	
  Selection
  of Securities to be Redeemed

  	
  17

  
	
  Section 3.3

  	
  Notice
  of Redemption

  	
  17

  
	
  Section 3.4

  	
  Effect
  of Notice of Redemption

  	
  18

  
	
  Section 3.5

  	
  Deposit
  of Redemption Price

  	
  18

  
	
  Section 3.6

  	
  Securities
  Redeemed in Part

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. COVENANTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Payment
  of Principal and Interest

  	
  19

  
	
  Section 4.2

  	
  Additional
  Amounts

  	
  19

  
	
  Section 4.3

  	
  Maintenance
  of Office or Agency

  	
  19

  
	
  Section 4.4

  	
  SEC
  Reports

  	
  20

  
	
  Section 4.5

  	
  Compliance
  Certificate

  	
  21

  
	
  Section 4.6

  	
  Taxes

  	
  21

  



 


i

















 


	
  Section 4.7

  	
  Stay,
  Extension and Usury Laws

  	
  21

  
	
  Section 4.8

  	
  Corporate
  Existence

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. SUCCESSORS

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Merger,
  Consolidation, or Sale of Assets

  	
  22

  
	
  Section 5.2

  	
  Successor
  Person Substituted

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. DEFAULTS AND REMEDIES

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Events
  of Default

  	
  23

  
	
  Section 6.2

  	
  Acceleration

  	
  24

  
	
  Section 6.3

  	
  Other
  Remedies

  	
  25

  
	
  Section 6.4

  	
  Waiver
  of Past Defaults

  	
  25

  
	
  Section 6.5

  	
  Control
  by Majority

  	
  26

  
	
  Section 6.6

  	
  Limitation
  on Suits

  	
  26

  
	
  Section 6.7

  	
  Rights
  of Holders of Securities to Receive Payment

  	
  26

  
	
  Section 6.8

  	
  Collection
  Suit by Trustee

  	
  27

  
	
  Section 6.9

  	
  Trustee
  May File Proofs of Claim

  	
  27

  
	
  Section 6.10

  	
  Priorities

  	
  27

  
	
  Section 6.11

  	
  Undertaking
  for Costs

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. TRUSTEE

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Duties
  of Trustee

  	
  28

  
	
  Section 7.2

  	
  Rights
  of Trustee

  	
  29

  
	
  Section 7.3

  	
  Individual
  Rights of Trustee

  	
  30

  
	
  Section 7.4

  	
  Trustee’s
  Disclaimer

  	
  30

  
	
  Section 7.5

  	
  Notice
  of Defaults

  	
  31

  
	
  Section 7.6

  	
  Reports
  by Trustee to Holders

  	
  31

  
	
  Section 7.7

  	
  Compensation
  and Indemnity

  	
  31

  
	
  Section 7.8

  	
  Replacement
  of Trustee

  	
  32

  
	
  Section 7.9

  	
  Successor
  Trustee by Merger, etc.

  	
  33

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification

  	
  33

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Company

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Option
  to Effect Legal Defeasance or Covenant Defeasance

  	
  33

  
	
  Section 8.2

  	
  Legal
  Defeasance and Discharge

  	
  33

  
	
  Section 8.3

  	
  Covenant
  Defeasance

  	
  34

  
	
  Section 8.4

  	
  Conditions
  to Legal or Covenant Defeasance

  	
  35

  
	
  Section 8.5

  	
  Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions

  	
  36

  
	
  Section 8.6

  	
  Repayment
  to Company

  	
  36

  
	
  Section 8.7

  	
  Reinstatement

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. AMENDMENTS AND WAIVERS

  	
  37

  



 


ii

















 


	
  Section 9.1

  	
  Without
  Consent of Holders

  	
  37

  
	
  Section 9.2

  	
  With
  Consent of Holders

  	
  38

  
	
  Section 9.3

  	
  Limitations

  	
  39

  
	
  Section 9.4

  	
  Compliance
  with Trust Indenture Act

  	
  40

  
	
  Section 9.5

  	
  Revocation
  and Effect of Consents

  	
  40

  
	
  Section 9.6

  	
  Notation
  on or Exchange of Securities

  	
  41

  
	
  Section 9.7

  	
  Trustee
  Protected

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. GUARANTEES

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Guarantees

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. SATISFACTION AND DISCHARGE

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Satisfaction
  and Discharge

  	
  41

  
	
  Section 11.2

  	
  Application
  of Trust Money

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII. MISCELLANEOUS

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Trust
  Indenture Act Controls

  	
  43

  
	
  Section 12.2

  	
  Notices

  	
  43

  
	
  Section 12.3

  	
  Communication
  by Holders with Other Holders

  	
  44

  
	
  Section 12.4

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
  44

  
	
  Section 12.5

  	
  Statements
  Required in Certificate or Opinion

  	
  45

  
	
  Section 12.6

  	
  Rules by
  Trustee and Agents

  	
  45

  
	
  Section 12.7

  	
  Legal
  Holidays

  	
  45

  
	
  Section 12.8

  	
  No
  Recourse Against Others

  	
  45

  
	
  Section 12.9

  	
  Counterparts

  	
  45

  
	
  Section 12.10

  	
  Governing
  Law; Waiver of Trial by Jury

  	
  46

  
	
  Section 12.11

  	
  No
  Adverse Interpretation of Other Agreements

  	
  46

  
	
  Section 12.12

  	
  Successors

  	
  46

  
	
  Section 12.13

  	
  Severability

  	
  46

  
	
  Section 12.14

  	
  Table
  of Contents, Headings, Etc.

  	
  46

  
	
  Section 12.15

  	
  Securities
  in a Foreign Currency

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII. SINKING FUNDS

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 13.1

  	
  Applicability
  of Article

  	
  47

  
	
  Section 13.2

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  47

  
	
  Section 13.3

  	
  Redemption of Securities for Sinking Fund

  	
  48

  



 


iii

















 


DOLLAR GENERAL CORPORATION


 


Reconciliation and tie between Trust
Indenture Act of 1939 and the Indenture


 


	
  § 310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  Not
  Applicable

  
	
  (a)(4)

  	
   

  	
  Not
  Applicable

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  § 311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  § 312(a)

  	
   

  	
  2.6

  
	
  (b)

  	
   

  	
  12.3

  
	
  (c)

  	
   

  	
  12.3

  
	
  § 313(a)

  	
   

  	
  7.6

  
	
  (b)(1)

  	
   

  	
  Not
  Applicable

  
	
  (b)(2)

  	
   

  	
  Not
  Applicable

  
	
  (c)(1)

  	
   

  	
  7.6

  
	
  (c)(2)

  	
   

  	
  7.6

  
	
  (c)(3)

  	
   

  	
  Not
  Applicable

  
	
  (d)

  	
   

  	
  7.6

  
	
  § 314(a)

  	
   

  	
  4.4,
  4.5

  
	
  (b)

  	
   

  	
  Not
  Applicable

  
	
  (c)(1)

  	
   

  	
  12.4

  
	
  (c)(2)

  	
   

  	
  12.4

  
	
  (c)(3)

  	
   

  	
  Not
  Applicable

  
	
  (d)

  	
   

  	
  Not
  Applicable

  
	
  (e)

  	
   

  	
  12.5

  
	
  (f)

  	
   

  	
  Not
  Applicable

  
	
  § 315(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.5

  
	
  (c)

  	
   

  	
  7.1

  
	
  (d)

  	
   

  	
  7.1

  
	
  (e)

  	
   

  	
  6.11

  
	
  § 316(a)

  	
   

  	
  2.10

  
	
  (a)(1)(A)

  	
   

  	
  6.5

  
	
  (a)(1)(B)

  	
   

  	
  6.4

  
	
  (b)

  	
   

  	
  6.7

  
	
  (c)

  	
   

  	
  2.14,
  9.5(d)

  
	
  § 317(a)(1)

  	
   

  	
  6.8

  
	
  (a)(2)

  	
   

  	
  6.9

  
	
  (b)

  	
   

  	
  2.5

  
	
  § 318(a)

  	
   

  	
  12.1

  



 






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


 


iv

















 


Indenture dated as of
             ,
20     between Dollar General Corporation, a Tennessee
corporation (“Company”), and [         ],
as trustee (“Trustee”).


 


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the
Securities (or applicable Series thereof) issued under this Indenture.


 


ARTICLE I.


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1             Definitions.


 


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


 


“Affiliate” of any specified person means any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.


 


“Agent” means any Registrar, Paying Agent or Service
Agent.


 


“Authorized Newspaper” means a newspaper in an
official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general
circulation in the place in connection with which the term is used. If it shall
be impractical in the opinion of the Trustee to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof that is made or given by the Trustee shall constitute a
sufficient publication of such notice.


 


“Bearer” means anyone in possession from time to
time of a Bearer Security.


 


“Bearer Security” means any Security, including any
interest coupon appertaining thereto, that does not provide for the
identification of the Holder thereof.


 


“Board of Directors” means the Board of Directors of
the Company or any duly authorized committee thereof.


 


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


 

















 


“Business Day” means, unless otherwise provided by
Board Resolution, Officers’ Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday, Sunday or a legal holiday in The
City of New York or in the city where the Corporate Trust Office is located on
which banking institutions are authorized or required by law, regulation or
executive order to close.


 


“Capital Stock” means:


 


(1)           in
the case of a corporation, corporate stock;


 


(2)           in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;


 


(3)           in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and


 


(4)           any
other interest or participation that confers on a person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


“Company” means the party named as such above until
a successor replaces it pursuant to Article V hereof and thereafter means
the successor.


 


“Company Order” means a written order signed in the
name of the Company by two Officers of the Company.


 


“Corporate Trust Office” means the office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered.


 


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


 


“Depository” means, with respect to the Securities
of any Series issuable or issued in whole or in part in the form of one or
more Global Securities, the person designated as Depository for such Series by
the Company, which Depository shall be a clearing agency registered under the
Exchange Act; and if at any time there is more than one such person, “Depository”
as used with respect to the Securities of any Series shall mean the
Depository with respect to the Securities of such Series.


 


“Discount Security” means any Security that provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars” and “$” means the currency of The United
States of America.


 


2

















 


“Equity Interests” means Capital Stock and all
warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


 


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


 


“Foreign Currency” means any currency or currency
unit issued by a government other than the government of The United States of
America.


 


“GAAP” means, unless otherwise specified with respect to Securities
of a particular Series, generally accepted accounting principles in the
United States, which are in effect as of the time when and for the period as to
which such accounting principles are to be applied.


 


“Global Security” or “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.2 evidencing all or part of a Series of Securities, issued
to the Depository for such Series or its nominee, and registered in the
name of such Depository or nominee.


 


“Government Securities” means direct obligations of,
or obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.


 


“Guarantor” means any person that issues a guarantee
of the Securities, either on the Issue Date or after the Issue Date in accordance
with the terms of this Indenture; provided, that upon the release and discharge
of such person from its guarantee in accordance with this Indenture, such
person shall cease to be a Guarantor.


 


“Holder” or “Securityholder” means a person in whose
name a Security is registered or the holder of a Bearer Security.


 


“Indenture” means this Indenture as amended or
supplemented from time to time and shall include the form and terms of
particular Series of Securities established as contemplated hereunder.


 


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


 


“Issue Date” means with respect to any Series of
Securities the first date such Securities are issued under this Indenture.


 


“Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including, without
limitation, any conditional sale or other title retention agreement or lease in
the nature thereof or any agreement to give any security interest).


 


“Maturity,” when used with respect to any Security
or installment of principal thereof, means the date on which the principal of
such Security or such installment of principal


 


3














 


becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, notice of option to elect repayment or
otherwise.


 


“Officer” means the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice-President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.


 


“Officers’ Certificate” means a certificate signed
by two Officers, one of whom (in the case of an Officers’ Certificate delivered
under Section 4.5 hereof) must be the Company’s principal executive
officer, the principal financial officer or the principal accounting officer.


 


“Opinion of Counsel” means a written opinion of
legal counsel who is acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company.


 


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


 


“principal” of a Security means the principal of the
Security plus, when appropriate, the premium, if any, on, and any Additional
Amounts in respect of, the Security.


 


“Responsible Officer” means, when used with respect
to the Trustee, any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility or be part of the
group that has such responsibility for the administration of this Indenture.


 


“SEC” means the Securities and Exchange Commission
or any successor agency.


 


“Securities” means the debentures, notes or other
debt instruments of the Company of any Series authenticated and delivered
under this Indenture.


 


“Series” or “Series of Securities” means each
series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2 hereof.


 


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


 


“Subsidiary” of any specified person means any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by such person or one or more of the other Subsidiaries of that person or a
combination thereof.


 


4

















 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.
Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, “TIA” means, to the extent required by any such amendment, the Trust
Indenture Act as so 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, and
thereafter “Trustee” shall mean each person who is then a Trustee hereunder,
and if at any time there is more than one such person, “Trustee” as used with
respect to the Securities of any Series shall mean the Trustee with
respect to Securities of that Series.


 


Section 1.2             Other Definitions.


 


	
  TERM

  	
   

  	
  DEFINED IN

  SECTION

  
	
  “Bankruptcy
  Law”

  	
   

  	
  6.1

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.3

  
	
  “Custodian”

  	
   

  	
  6.1

  
	
  “Depository
  Entity”

  	
   

  	
  9.5

  
	
  “Event
  of Default”

  	
   

  	
  6.1

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.2

  
	
  “Legal
  Holiday”

  	
   

  	
  12.7

  
	
  “mandatory
  sinking fund payment”

  	
   

  	
  13.1

  
	
  “Market
  Exchange Rate”

  	
   

  	
  12.15

  
	
  “optional
  sinking fund payment”

  	
   

  	
  13.1

  
	
  “Paying
  Agent”

  	
   

  	
  2.4

  
	
  “Registrar”

  	
   

  	
  2.4

  
	
  “Service
  Agent”

  	
   

  	
  2.4

  



 


Section 1.3             Incorporation by Reference of
Trust Indenture Act.


 


Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture security holder” means a Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee” means
the Trustee.


 


“obligor” on the indenture securities means the
Company, any successor obligor upon the Securities or a Guarantor.


 


5

















 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA and not otherwise defined herein are used herein as
so defined.


 


Section 1.4             Rules of Construction.


 


Unless the context otherwise requires:


 


(a)           a term has the meaning assigned to it;


 


(b)           an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;


 


(c)           “or” is not exclusive;


 


(d)           “will” shall be interpreted to express a command;


 


(e)           words in the singular include the plural, and in the
plural include the singular;


 


(f)            provisions apply to successive events and transactions;
and


 


(g)           references to sections of or rules under the
Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time.


 


ARTICLE II.


THE SECURITIES


 


Section 2.1             Issuable in Series.


 


The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more Series. All Securities of a Series shall
be identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers’ Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board
Resolution, Officers’ Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution may provide for the method by which specified terms (such as
interest rate, maturity date, record date or date from which interest shall
accrue) are to be determined. Securities may differ between Series in
respect of any matters, provided that all Series of Securities shall be
equally and ratably entitled to the benefits of the Indenture.


 


Section 2.2             Establishment of Terms of Series of
Securities.


 


At or prior to the issuance of any Securities within
a Series, the following shall be established by or pursuant to a Board
Resolution, and set forth or determined in the manner 


 


6

















 


provided in a Board
Resolution or in a supplemental indenture or in an Officers’ Certificate
pursuant to authority granted under a Board Resolution:


 


(a)           the
title of the Series (which shall distinguish the Securities of that
particular Series from the Securities of any other Series);


 


(b)           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;


 


(c)           any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 9.6);


 


(d)           whether
the Securities rank as senior Securities, senior subordinated Securities or
subordinated Securities or any combination thereof and the terms of any such
subordination;


 


(e)           the
form and terms of any guarantee of any Securities of the series;


 


(f)            the
terms and conditions, if any, upon which the Securities of the series shall be
exchanged for or converted into other securities of the Company or securities
of another person;


 


(g)           the
provisions, if any, relating to any security provided for the Securities of the
Series;


 


(h)           the
date or dates on which the principal of the Securities of the Series is
payable;


 


(i)            the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
currency exchange rate, commodity, commodity index, stock exchange index or
financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, or the method for determining the date or dates from which interest
will accrue, the date or dates on which such interest, if any, shall commence
and be payable and any regular record date for the interest payable on any
interest payment date;


 


(j)            the
manner in which the amounts of payment of principal of or interest, if any, on
the Securities of the Series will be determined, if such amounts may be
determined by reference to an index based on a currency or currencies or by
reference to a currency exchange rate, commodity, commodity index, stock
exchange index or financial index;


 


(k)           if
other than the Corporate Trust Office, the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable,
where the Securities of such Series may be surrendered for registration of
transfer or exchange and 


 


7

















 


where notices and demands to or upon the Company in respect of the
Securities of such Series and this Indenture may be served, and the method
of such payment, if by wire transfer, mail or other means;


 


(l)            if
applicable, the period or periods within which, the price or prices at which
and the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;


 


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


 


(n)           if
other than denominations of $2,000 and any integral multiple of $1,000 in
excess thereof, the denominations in which the Securities of the Series shall
be issuable;


 


(o)           the
forms of the Securities of the Series in bearer or fully registered form
(and, if in fully registered form, whether the Securities of the Series shall
be issued in whole or in part in the form of a Global Security or Securities,
and the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual Securities);


 


(p)           any
depositories, interest rate calculation agents, exchange rate calculation
agents or other agents with respect to Securities of such Series if other
than those appointed herein;


 


(q)           the
Trustee for the series of Securities, if other than the Trustee named on the
first page hereof or its successors;


 


(r)            if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;


 


(s)           any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;


 


(t)            any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;


 


(u)           if
other than Dollars, the currency of denomination of the Securities of the
Series, which may be any Foreign Currency, and if such currency of denomination
is a composite currency, the agency or organization, if any, responsible for
overseeing such composite currency;


 


8

















 


(v)           if
other than Dollars, the designation of the currency, currencies or currency
units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;


 


(w)          if
payments of principal of or interest, if any, on the Securities of the Series are
to be made in one or more currencies or currency units other than that or those
in which such Securities are denominated, the manner in which the exchange rate
with respect to such payments will be determined;


 


(x)            the
securities exchange(s) on which the Securities of the Series will be
listed, if any;


 


(y)           additions
or deletions to or changes in the provisions relating to covenant defeasance
and legal defeasance;


 


(z)            additions
or deletions to or changes in the provisions relating to satisfaction and discharge
of the Indenture;


 


(aa)         additions
or deletions to or changes in the provisions relating to the modification of
the Indenture both with and without the consent of holders of Securities of the
Series issued under the Indenture; and


 


(bb)         any
other terms of the Securities of the Series (which terms may modify,
supplement or delete any provision of this Indenture with respect to such
Series; provided, however, that no such term may modify or delete any provision
hereof if imposed by the TIA; and provided, further, that any modification or
deletion of the rights, duties or immunities of the Trustee hereunder shall
have been consented to in writing by the Trustee).


 


All Securities of any one Series need not be
issued at the same time and may be issued from time to time, consistent with
the terms of this Indenture, if so provided by or pursuant to the Board
Resolution, supplemental indenture hereto or Officers’ Certificate referred to
above, and the authorized principal amount of any Series may be increased to
provide for issuances of additional Securities of such Series, unless otherwise
provided in such Board Resolution, supplemental indenture or Officers’
Certificate.


 


Section 2.3             Execution and Authentication.


 


Two Officers shall sign the Securities for the
Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security no
longer holds that office at the time the Security is authenticated, the
Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated by
the manual  signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.


 


9

















 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in the principal amount
provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order. Each Security
shall be dated the date of its authentication unless otherwise provided by a
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers’ Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.9.


 


Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to Section 7.2) shall be
fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the
Securities of that Series or of Securities within that Series and the
terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 12.4, and
(c) an Opinion of Counsel complying with Section 12.4.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the
Trustee, being advised by counsel, determines that such action may not be taken
lawfully; or (b) if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors and/or
vice-presidents shall determine that such action would expose the Trustee to
personal liability to Holders of any then outstanding Series of
Securities.


 


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities. An authenticating agent
may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.


 


Section 2.4             Registrar and Paying Agent.


 


The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment (“Paying Agent”), where Securities of
such Series may be surrendered for registration of transfer or exchange (“Registrar”)
and where notices and demands to or upon the Company in respect of the
Securities of such Series and this Indenture may be served (“Service Agent”).
The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


10

















 


The Company may also from time to time designate one
or more co-registrars, additional paying agents or additional service agents
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each place
so specified pursuant to Section 2.2 for Securities of any Series for
such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the name or address of
any such co-registrar, additional paying agent or additional service agent. The
term “Registrar” includes any co-registrar; the term “Paying Agent” includes
any additional paying agent; and the term “Service Agent” includes any
additional service agent.


 


The Company hereby appoints the Trustee the initial
Registrar, Paying Agent and Service Agent for each Series unless another
Registrar, Paying Agent or Service Agent, as the case may be, is appointed
prior to the time Securities of that Series are first issued.


 


Section 2.5             Paying Agent to Hold Money in
Trust.


 


The Company shall require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust,
for the benefit of Securityholders of any Series of Securities, or the
Trustee, all money held by the Paying Agent for the payment of principal of or
interest on the Series of Securities, and will promptly notify the Trustee
of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all
money held by it as Paying Agent.


 


Section 2.6             Securityholder Lists.


 


The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to it of the names and
addresses of Securityholders of each Series of Securities and shall
otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the
Company shall furnish, or shall cause the Registrar to furnish, to the Trustee
at least ten days before each interest payment date, but in any event at least
once every six months, and at such other times as the Trustee may request in
writing a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Securityholders of each Series of
Securities.


 


Section 2.7             Transfer and Exchange.


 


Where Securities of a Series are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of the same Series,
the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar’s request. No service charge shall be made for any 


 


11

















 


registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.6 or 9.6).


 


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


 


Neither the Company nor the Registrar shall be required
(a) to issue, register the transfer of, or exchange Securities of any Series for
the period beginning at the opening of business fifteen days immediately
preceding the mailing of a notice of redemption of Securities of that Series selected
for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 


Section 2.8             Mutilated, Destroyed, Lost and
Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a new Security of the same Series and
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 


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


 


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


 


12

















 


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


 


Section 2.9             Outstanding Securities.


 


Subject to Section 2.10, the Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this Section as
not outstanding.


 


If a Security is replaced pursuant to Section 2.8,
it ceases to be outstanding until the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.


 


If the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds as of 11:00 a.m.
Eastern Time on the date of Maturity of Securities of a Series or on any
day thereafter (in the case money is deposited by the Company following the
date of Maturity) money sufficient to pay such Securities payable on such date
of Maturity or on any such later date, as the case may be, then on and after
such date of Maturity or such later date, as the case may be, such Securities
of the Series cease to be outstanding and interest on them ceases to
accrue.


 


A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security.


 


In determining whether the Holders of the requisite
principal amount of outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Discount Security 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 6.2.


 


Section 2.10           Treasury Securities.


 


In determining whether the Holders of the required
principal amount of Securities of a Series have concurred in any request,
demand, authorization, direction, notice, consent or waiver, Securities of a Series owned
by the Company or an Affiliate of the Company shall be disregarded, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such request, demand, authorization, direction, notice, consent
or waiver only Securities of a Series that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.


 


Section 2.11           Temporary Securities.


 


Until definitive Securities are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Securities
upon a Company Order. Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that


 


13














 


the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for
temporary Securities. Until so exchanged, temporary Securities shall have the
same rights under this Indenture as the definitive Securities.


 


Section 2.12           Cancellation.


 


The Company at any time may deliver Securities to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Securities surrendered to them for registration of transfer,
exchange, replacement or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
deliver such canceled Securities to the Company, unless the Company otherwise
directs; provided that the Trustee shall not be required to destroy such
Securities. The Company may not issue new Securities to replace Securities that
it has paid or delivered to the Trustee for cancellation.


 


Section 2.13           Defaulted Interest.


 


If the Company defaults in a payment of interest on
a Series of Securities, it shall pay the defaulted interest, plus, to the
extent permitted by law, any interest payable on the defaulted interest, to the
persons who are Securityholders of the Series on a subsequent special
record date. The Company shall fix such special record date and the related
payment date. At least 15 days before such special record date, the Company
shall mail to the Trustee and to each Securityholder of the Series a
notice that states such special record date, the related payment date and the
amount of interest to be paid. The Company may pay defaulted interest in any
other lawful manner.


 


Section 2.14           Special Record Dates.


 


(a)           The Company may, but shall not be obligated to, set a
record date for the purpose of determining the identity of Holders entitled to
consent to any supplement, amendment or waiver permitted by this Indenture. If
a record date is fixed, the Holders of such Series and Securities
outstanding on such record date, and no other Holders, shall be entitled to
consent to such supplement, amendment or waiver or revoke any consent
previously given, whether or not such Holders remain Holders after such record
date. No consent shall be valid or effective for more than 90 days after such
record date unless consents from Holders of the principal amount of such Series and
Securities required hereunder for such amendment or waiver to be effective
shall have also been given and not revoked within such 90-day period.


 


(b)           The Company may, but shall not be obligated to, fix any
day as a record date for the purpose of determining the Holders of any Series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of such Series and
Securities outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the
date 90 days after such record date.


 


14

















 


(c)           To
the extent reasonably practicable, the Company shall give the Trustee a 15-day
advance written notice of any special record date set in accordance with this Section 2.14.


 


Section 2.15           Global Securities.


 


(a)           Terms of Securities. A Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in
the form of one or more Global Securities and the Depository for such Global
Security or Securities.


 


(b)           Transfer and Exchange. Notwithstanding any
provisions to the contrary contained in Section 2.7 of the Indenture and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7
of the Indenture for Securities registered in the names of Holders other than
the Depository for such Security or its nominee only if (i) such
Depository notifies the Company that it is unwilling or unable to continue as
Depository for such Global Security or if at any time such Depository ceases to
be a clearing agency registered under the Exchange Act, and, in either case,
the Company fails to appoint a successor Depository registered as a clearing
agency under the Exchange Act within 90 days of such event, (ii) the
Company executes and delivers to the Trustee an Officers’ Certificate to the
effect that such Global Security shall be so exchangeable (subject to the
procedures of the Depository) or (iii) an Event of Default with respect to
the Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to
the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this Section 2.15(b), a
Global Security may not be transferred except as a whole by the Depository with
respect to such Global Security to a nominee of such Depository, by a nominee
of such Depository to such Depository or another nominee of such Depository or
by the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.


 


(c)           Legend. Any Global Security issued hereunder shall
bear a legend in substantially the following form:


 


“Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), New York, New York, to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be 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.”


 


“Transfer of this Global Security shall be limited
to transfers in whole, but not in part, to DTC, to nominees of DTC or to a
successor thereof or such successor’s nominee and 


 


15

















 


limited to transfers made in
accordance with the restrictions set forth in the Indenture referred to herein.”


 


(d)           Acts of Holders. The Depository, as a Holder, may
appoint agents and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a Holder is entitled to give or take under the Indenture.


 


(e)           Payments. Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Holder thereof.


 


(f)            Consents, Declaration and Directions. Except as
provided in Section 2.15(e), the Company, the Trustee and any Agent shall
treat a person as the Holder of such principal amount of outstanding Securities
of such Series represented by a Global Security as shall be specified in a
written statement of the Depository with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture.


 


Section 2.16           CUSIP Numbers.


 


The Company in issuing the Securities may use “CUSIP”
and/or other similar security identifying numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers (and/or any such other
security identifying numbers) in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.


 


Section 2.17           Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the person in whose name such Security is registered
in the register kept by the Registrar as the owner of such Security for the
purpose of receiving payment of principal of and (subject to the record date
provisions thereof) interest on and any Additional Amounts with respect to,
such Security and for all other purposes whatsoever, whether or not any payment
with respect to such Security shall be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security as the absolute owner thereof
for the purpose of receiving payment of principal of and interest on and any
Additional Amounts with respect to, such Security and for all other purposes
whatsoever, whether or not any payment with respect to such Security shall be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in any Global
Security held on its behalf by a Depository shall have any rights under this
Indenture with respect to such Global Security, and 


 


16

















 


such Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.  None of the Company, the Trustee, any Paying
Agent or the Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


ARTICLE III.


REDEMPTION


 


Section 3.1             Notice to Trustee.


 


The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities
or may covenant to redeem and pay the Series of Securities or any part
thereof prior to the Stated Maturity thereof at such time and on such terms as
provided for in such Securities. If a Series of Securities is redeemable
and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Securities pursuant to the terms of
such Securities, it shall notify the Trustee of the redemption date and the
principal amount of Series of Securities to be redeemed. The Company shall
give the notice at least 45 days before the redemption date (or such shorter
notice as may be acceptable to the Trustee).


 


Section 3.2             Selection of Securities to be
Redeemed.


 


Unless otherwise indicated for a particular Series by
a Board Resolution, a supplemental indenture or an Officer’s Certificate, if
less than all the Securities of a Series are to be redeemed, the Trustee
shall select the Securities of the Series to be redeemed by such method as
the Trustee shall deem fair and appropriate.


 


In the event of partial redemption, the Trustee
shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption a
portion of the principal amount of any Security of such Series; provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. 
Provisions of this Indenture that apply to Securities of a Series called
for redemption also apply to portions of Securities of that Series called
for redemption.


 


Section 3.3             Notice of Redemption.


 


Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,
at least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed and if any Bearer Securities are
outstanding, publish on one occasion a notice in an Authorized Newspaper,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Series of
Securities or a satisfaction and discharge of this Indenture pursuant to
Articles VIII or XI hereof.


 


17

















 


The notice shall identify the Securities of the Series to
be redeemed and shall state:


 


(a)           the
redemption date;


 


(b)           the
redemption price (or if not then ascertainable, the manner of calculation
thereof);


 


(c)           the
name and address of the Paying Agent;


 


(d)           that
Securities of the Series called for redemption must be surrendered to the
Paying Agent to collect the redemption price;


 


(e)           that
interest on Securities of the Series called for redemption ceases to
accrue on and after the redemption date;


 


(f)            the
CUSIP number, if any; and


 


(g)           any
other information as may be required by the terms of the particular Series or
the Securities of a Series being redeemed.


 


At the Company’s request, the Trustee shall give the
notice of redemption in the Company’s name and at its expense.


 


Section 3.4             Effect of Notice of Redemption.


 


Once notice of redemption is mailed or published as
provided in Section 3.3, Securities of a Series called for redemption
become due and payable on the redemption date and at the redemption price
specified in such notice. A notice of redemption mailed or published at the
option of the Company may not be conditional. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date; provided that,
unless otherwise specified with respect to such Securities pursuant to Section 2.2
hereof,  installments of interest whose
Stated Maturity is on or prior to the redemption date shall be payable to the
Holders of such Securities (or one or more predecessor Securities) registered
at the close of business on the relevant record date therefor according to
their terms and the terms of this Indenture.


 


Section 3.5             Deposit of Redemption Price.


 


On or before the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6             Securities Redeemed in Part.


 


Upon surrender of a Security that is redeemed in
part, the Trustee shall authenticate for the Holder a new Security of the same Series and
the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.


 


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ARTICLE IV.


COVENANTS


 


Section 4.1             Payment of Principal and
Interest.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it will pay or cause to be
paid the principal of, and premium, if any, and interest on, the Securities of
that Series on the dates and in the manner provided in such Securities.
Principal of, and premium, if any, and interest on any Series of
Securities will be considered paid on the date due if the Paying Agent, if
other than the Company or a Subsidiary thereof, holds as of 11:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal with respect to such Securities at the rate specified
therefor in the Securities; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to
the extent lawful.


 


Section 4.2             Additional Amounts.


 


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


 


Section 4.3             Maintenance of Office or Agency.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it will maintain an office
or agency (which may be an office of the Trustee for such Securities or an
Affiliate of such Trustee, Registrar for such Securities or co-registrar) where
such Securities may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee for such Securities of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish such
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of such Trustee.


 


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The Company may also from time to time designate one
or more other offices or agencies where Holders of a Series of Securities
may present or surrender such Securities for any or all such purposes and may
from time to time rescind such designations. The Company will give prompt
written notice to the Trustee for such Series of Securities of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


With respect to each Series of Securities, the
Company hereby designates the Corporate Trust Office of the Trustee for such
Securities as one such office or agency of the Company in accordance with Section 2.4
hereof.


 


Section 4.4             SEC Reports.


 


Unless otherwise specified with respect to Securities
of a particular Series pursuant to Section 2.2, the Company will, if
and to the extent required under the TIA:


 


(a)           file with the Trustee, within 15 days
after the later of (i) the date when the Company files the same with the
SEC and (ii) the date when the Company is required to file the same with
the SEC, 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 SEC
may from time to time by rules and regulations prescribe) which the
Company may be required to file with the SEC 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 SEC, in accordance with rules and regulations prescribed
from time to time by the SEC, 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 security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


(b)           file with the Trustee and the SEC, in
accordance with rules and regulations prescribed from time to time by the
SEC, 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; and


 


(c)           transmit by mail to the Holders of
Securities in the manner and to the extent provided in Section 7.6 within
30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the SEC pursuant to
subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the SEC.


 


The delivery of such reports, information and
documents to the Trustee pursuant to this Section 4.4 is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).


 


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Section 4.5             Compliance Certificate.


 


(a)           The Company and each Guarantor of any Series of
Securities (to the extent that such guarantor is so required under the TIA)
shall deliver to the Trustee with respect to such Series, within 120 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Series of
Securities is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect
thereto.


 


(b)           So long as any Series of Securities is outstanding,
the Company will deliver to the Trustee with respect to such Series, forthwith
upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section 4.6             Taxes.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it will pay, and will cause
each of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of such Securities.


 


Section 4.7             Stay, Extension and Usury Laws.


 


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


 


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Section 4.8             Corporate Existence.


 


Subject to Article V hereof, the Company covenants and agrees for the
benefit of the Holders of each Series of Securities that it shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its legal existence and rights and franchises; provided, however, that
the foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is
not disadvantageous in any material respect to any Holder.


 


ARTICLE V.


SUCCESSORS


 


Section 5.1             Merger, Consolidation, or Sale
of Assets.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it shall not, directly or
indirectly: (a) consolidate or merge with or into another person (whether
or not the Company is the surviving corporation) or (b) sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company and its Subsidiaries taken as a whole, in
one or more related transactions, to another person, unless:


 


(i)            the Company shall be the continuing
entity, or the resulting, surviving or transferee person shall be a
corporation, partnership, limited liability company, trust or other entity
organized and validly existing under the laws of any domestic or foreign
jurisdiction, and such successor person (if not the Company) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all the obligations of
the Company under the Securities and this Indenture and, for each Security that
by its terms provides for conversion, shall have provided for the right to
convert such Security in accordance with its terms;


 


(ii)           immediately
after such transaction, no Default or Event of Default exists; and


 


(iii)          the
Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article V and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


This Section 5.1 will not apply to:


 


(1)           a merger of the Company with an
Affiliate solely for the purpose of reincorporating the Company in another
jurisdiction; or


 


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(2)           any consolidation or merger,
or any sale, assignment, transfer, conveyance, lease or other disposition of
assets between or among the Company and its Subsidiaries.


 


Section 5.2             Successor Person Substituted.


 


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the properties or assets of the Company in a transaction
that is subject to, and that complies with the provisions of, Section 5.1
hereof, the successor person formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor
person and not to the Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor person
had been named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal of and
interest on any Series of Securities except in the case of a sale of all
of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.1 hereof.


 


ARTICLE VI.


DEFAULTS AND REMEDIES


 


Section 6.1             Events of Default.


 


“Event of Default,” wherever used herein with respect
to Securities of any Series, means any one of the following events, unless in
the establishing Board Resolution, supplemental indenture or Officers’
Certificate, it is provided that such Series shall not have the benefit of
said Event of Default:


 


(a)           default in the payment of any interest on any Security of
that Series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(b)           default in payment when due of the principal of, or
premium, if any, on any Security of that Series; or


 


(c)           default in the deposit of any sinking fund payment, when
and as due in respect of any Security of that Series; or


 


(d)           default in the
performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty that has been included in this
Indenture solely for the benefit of any Series of Securities other than
that Series), which default continues uncured for the period and after the
notice specified below; or


 


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


 


(i)            commences
a voluntary case,


 


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


 


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


 


(iv)          makes
a general assignment for the benefit of its creditors, or


 


(v)           generally
is unable to pay its debts as the same become due; or


 


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


 


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


 


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


 


(iii)          orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days; or


 


(g)           any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.


 


The term “Bankruptcy Law” means title 11, U.S. Code
or any similar Federal or State law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 


A Default under clause (d) above is not an
Event of Default with respect to a particular Series of Securities until
the Trustee notifies the Company, or the Holders of more than 50% in principal
amount of the then outstanding Securities of that Series notify the
Company and the Trustee of the Default, and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice of
Default.” Such notice shall be given by the Trustee if so requested in writing
by the Holders of more than 50% of the principal amount of the then outstanding
Securities of that Series.


 


Section 6.2             Acceleration.


 


If an Event of Default with respect to Securities of
any Series at the time outstanding occurs and is continuing (other than an
Event of Default referred to in Section 6.1(e) or (f)) then in every
such case the Trustee or the Holders of more than 50% in principal amount of
the outstanding Securities of that Series may declare the principal amount
(or, if any Securities of that Series are Discount Securities, such
portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on all of the
Securities of that Series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or 


 


24

















 


specified amount) and
accrued and unpaid interest, if any, shall become immediately due and payable.
If an Event of Default specified in Section 6.1(e) or (f) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration
with respect to any Series has been made, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium that has become due solely because of the acceleration)
have been cured or waived.


 


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


 


Section 6.3             Other Remedies.


 


If an Event of Default with respect to Securities of
any Series at the time outstanding occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal of and,
premium, if any, and interest on such Securities or to enforce the performance
of any provision of such Securities or this Indenture.


 


The Trustee for such Securities may maintain a
proceeding even if it does not possess any of such Securities or does not
produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder of Securities in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.


 


Section 6.4             Waiver of Past Defaults.


 


Holders of not less than a majority in aggregate
principal amount of the then outstanding Securities of any Series by
notice to the Trustee for such Securities may on behalf of the Holders of all
of such Securities waive an existing Default or Event of Default with respect
to such Securities and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, or premium, if any, or
interest on, such Securities or in respect of a covenant or provision hereof
which under Article IX cannot be modified or amended without the consent
of the Holder of each outstanding Security of the Series affected;
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Securities of any Series may rescind an
acceleration of such Securities and its consequences, including any related
payment default that resulted from such acceleration, in accordance with Section 6.2.
Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


25

















 


Section 6.5             Control by Majority.


 


Holders of a majority in aggregate principal amount
of the then outstanding Securities of any Series may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee for such Securities or exercising any trust or power
conferred on it. However, the Trustee for any Series of Securities may
refuse to follow any direction that conflicts with law or this Indenture that
such Trustee determines may be unduly prejudicial to the rights of other
Holders of such Securities or that may involve the Trustee in personal
liability.


 


Section 6.6             Limitation on Suits.


 


A Holder of any Series of Securities may pursue
a remedy with respect to this Indenture or such Securities only if:


 


(a)           such Holder gives to the Trustee for such Securities
written notice that an Event of Default with respect to such Series is
continuing;


 


(b)           Holders of more than 50% in aggregate principal amount of
the then outstanding Securities of such Series make a written request to
the Trustee for such Securities to pursue the remedy;


 


(c)           such Holder or Holders offer and, if requested, provide to
the Trustee for such Securities security or indemnity reasonably satisfactory
to such Trustee against any loss, liability or expense;


 


(d)           such Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or indemnity; and


 


(e)           during such 60-day period, Holders of a majority in
aggregate principal amount of the then outstanding Securities of such Series do
not give such Trustee a direction inconsistent with such request.


 


A Holder of any Series of Securities may not
use this Indenture to prejudice the rights of another Holder of such Series of
Securities or to obtain a preference or priority over another Holder of
Securities of such Series.


 


Section 6.7             Rights of Holders of Securities
to Receive Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder of a Security of any Series to receive
payment of principal of and, premium, if any, and interest on such Securities,
on or after the respective due dates expressed in such Securities (including,
if applicable, in connection with an offer to purchase), or to bring 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.


 


26

















 


Section 6.8             Collection Suit by Trustee.


 


If an Event of Default specified in Section 6.1(a),
(b) or (c) hereof with respect to Securities of any Series occurs
and is continuing, the Trustee for such Securities is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of and, premium, if any, and interest
remaining unpaid on, such Securities and interest on overdue principal and, to
the extent lawful, overdue interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel.


 


Section 6.9             Trustee May File Proofs of
Claim.


 


The Trustee for each Series of Securities is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of such Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of such Trustee, its agents and counsel) and the Holders of the Securities for
which it acts as trustee allowed in any judicial proceedings relative to the
Company (or any other obligor upon such Securities), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
of such Securities to make such payments to such Trustee, and in the event that
such Trustee shall consent to the making of such payments directly to such
Holders, to pay to such Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents
and counsel, and any other amounts due such Trustee under the Indenture. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of such Trustee, its agents and counsel, and any other amounts due
such Trustee out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that such Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize such Trustee
to authorize or consent to or accept or adopt on behalf of any Holder for which
it acts as trustee any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of such Holder, or to
authorize such Trustee to vote in respect of the claim of any such Holder in
any such proceeding.


 


Section 6.10           Priorities.


 


If the Trustee of any Series of Securities
collects any money pursuant to this Article VI, it shall pay out the money
in the following order:


 


First: to the Trustee, its agents
and attorneys for amounts due under the Indenture, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;


 


Second: to Holders of such
Securities for amounts due and unpaid on such Securities for principal,
premium, if any, and interest, ratably, without preference or priority of 


 


27

















 


any kind, according to the
amounts due and payable on such Securities for principal, premium, if any and
interest, respectively; and


 


Third: to the Company or to such
party as a court of competent jurisdiction shall direct.


 


Subject to Section 2.14 hereof, the Trustee may
fix a record date and payment date for any payment to Holders of Securities
pursuant to this Section 6.10.


 


Section 6.11           Undertaking for Costs.


 


In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against any Trustee for any action
taken or omitted by it as a trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder of a Security pursuant to Section 6.6 hereof,
or a suit by Holders of more than 10% in aggregate principal amount of the then
outstanding Securities of any Series.


 


ARTICLE VII.


TRUSTEE


 


Section 7.1             Duties of Trustee.


 


(a)           Subject to Section 7.2(h), if an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


(b)           Except during the continuance of an Event of Default:


 


(i)            The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.


 


(ii)           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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee
and conforming to the requirements of this Indenture; however, in the case of
any such Officers’ Certificates or Opinions of Counsel which by any provisions
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine such Officers’ Certificates and Opinions of Counsel to determine
whether or not they conform to the requirements of this Indenture.


 


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


 


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(i)            This
paragraph does not limit the effect of paragraph (b) of this Section.


 


(ii)           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.


 


(iii)          The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any Series in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the outstanding Securities of such Series relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such Series.


 


(d)           Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e)           The Trustee may refuse to perform any duty or exercise any
right or power at the request or direction of any Holder unless it receives
indemnity satisfactory to it against any loss, liability or expense.


 


(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.


 


(g)           No provision of this Indenture shall require the Trustee
to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, 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 is not reasonably assured to
it.


 


(h)           The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care as
are set forth in paragraphs (a), (b) and (c) of this Section with
respect to the Trustee.


 


Section 7.2             Rights of Trustee.


 


(a)           The Trustee may rely on and shall be protected in acting
or refraining from acting upon any 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 the document.


 


(b)           Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate.


 


(c)           The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed 


 


29

















 


an agent of the Trustee and the Trustee shall
not be responsible for any act or omission by any Depository.


 


(d)           The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, provided that the Trustee’s conduct does not constitute
negligence or bad faith.


 


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


 


(f)            The Trustee may consult with counsel of its selection and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder without negligence and in good faith and in reliance
thereon.


 


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


 


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


 


(i)            The Trustee shall not be required to provide any bond or
surety with respect to the execution of these trusts and powers.


 


Section 7.3             Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company or an Affiliate of the Company with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights. The Trustee is
also subject to Sections 7.10 and 7.11.


 


Section 7.4             Trustee’s Disclaimer.


 


The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be accountable
for the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its authentication
of such Securities.


 


30

















 


Section 7.5             Notice of Defaults.


 


If a Default or Event of Default occurs and is
continuing with respect to the Securities of any Series and if it is known
to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series and, if any Bearer
Securities are outstanding, mail in the manner provided by in TIA § 313(c),
notice of a Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of or
interest on any Security of any Series, the Trustee may withhold the notice if
and so long as its corporate trust committee or a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Securityholders of that Series.


 


Section 7.6             Reports by Trustee to Holders.


 


Within 60 days after May 15 in each year
following the issuance of a Series of Securities under this Indenture, the
Trustee shall transmit by mail to all Securityholders, as their names and
addresses appear on the register kept by the Registrar and, if any Bearer
Securities are outstanding, transmit by mail in accordance with TIA § 313(c), a
brief report dated as of such May 15, in accordance with, and to the
extent required under, TIA § 313(a).


 


A copy of each report at the time of its mailing to
Securityholders of any Series shall be filed by the Trustee with the SEC
and each stock exchange on which the Securities of that Series are listed,
if any. The Company shall promptly notify the Trustee when Securities of any Series are
listed on any stock exchange.


 


Section 7.7             Compensation and Indemnity.


 


The Company shall pay to the Trustee from time to
time such compensation for its services as the Company and the Trustee shall
agree upon in writing. 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 upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify each of the Trustee and
any predecessor Trustee (including the cost of defending itself) against any
loss, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee) incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have one
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. This indemnification
shall apply to officers, directors, employees, shareholders and agents of the
Trustee.


 


31

















 


The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee or by any
officer, director, employee, shareholder or agent of the Trustee through
negligence or bad faith.


 


To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee pursuant to Section 8.4,
except that held in trust to pay principal of and interest on particular Securities
of that Series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(e) or (f) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.


 


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


 


Section 7.8             Replacement of Trustee.


 


A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section.


 


The Trustee may resign with respect to the
Securities of one or more Series by so notifying the Company at least 30
days prior to the date of the proposed resignation. The Holders of a majority
in principal amount of the Securities of any Series may remove the Trustee
with respect to that Series by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to Securities of one or more Series if:


 


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


 


(b)           the Trustee is adjudged a bankrupt or an 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.


 


If the Trustee resigns or is removed with respect to
the Securities of a Series or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor Trustee with
respect to the Securities of such Series. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities of such Series may appoint a successor Trustee with
respect to the Securities of such Series to replace the successor Trustee
appointed by the Company.


 


If a successor Trustee with respect to the
Securities of any one or more Series does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the Securities of
the applicable Series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.


 


32

















 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall transfer all property held
by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee with respect to each Series of Securities for which it is acting
as Trustee under this Indenture. A successor Trustee shall mail a notice of its
succession to each Securityholder of each such Series and, if any Bearer
Securities are outstanding, publish such notice on one occasion in an
Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to
this Section 7.8, the Company’s obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses
and liabilities incurred by it prior to such replacement.


 


Section 7.9             Successor Trustee by Merger,
etc.


 


If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee.


 


Section 7.10           Eligibility; Disqualification.


 


This Indenture shall always have a Trustee who
satisfies the requirements of TIA § 310(a)(1) and (2) and does not
violate the prohibitions in TIA § 310(a)(5). The Trustee shall always have a
combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with 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.


 


ARTICLE VIII.


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.1             Option to Effect Legal
Defeasance or Covenant Defeasance.


 


The Company may at any time elect to have either Section 8.2
or 8.3 hereof be applied to all outstanding Securities of any Series upon
compliance with the conditions set forth below in this Article VIII.


 


Section 8.2             Legal Defeasance and Discharge.


 


Upon the Company’s exercise under Section 8.1
hereof of the option applicable to this Section 8.2, the Company and each
Guarantor, if any, of such Securities will, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, be deemed to have been
discharged from its or their obligations with respect to all outstanding
Securities of such Series (including the related guarantees, if any) on
the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company and
such


 


33














 


Guarantors will be deemed to
have paid and discharged the entire indebtedness represented by the outstanding
Securities of such Series (including the related guarantees, if any),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5
hereof and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and to have satisfied all its or their other obligations under
such Securities, such guarantees, if any, and this Indenture (and the Trustee
for such Securities, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
provisions which will survive until otherwise terminated or discharged
hereunder:


 


(a)           the rights of Holders of outstanding Securities of such Series to
receive payments in respect of the principal of, or interest or premium, if
any, on, such Securities when such payments are due from the trust referred to
in Section 8.4 hereof;


 


(b)           the Company’s obligations with respect to such Securities
under Article II hereof;


 


(c)           the rights, powers, trusts, duties and immunities of the
Trustee for such Securities hereunder and the Company’s and the Guarantors’, if
any, obligations in connection therewith; and


 


(d)           this Article VIII.


 


Subject to compliance with this Article VIII,
the Company may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 hereof.


 


Section 8.3             Covenant Defeasance.


 


Upon the Company’s exercise under Section 8.1
hereof of the option applicable to this Section 8.3, the Company and each
of the Guarantors, if any, will, subject to the satisfaction of the conditions
set forth in Section 8.4 hereof, be released from each of its or their
obligations under the covenants contained in Sections 4.3, 4.4, 4.5, 4.6 and
4.7, Section 5.1, and covenants specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2,
with respect to the outstanding Securities of the applicable Series on and
after the date the conditions set forth in Section 8.4 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and such Securities will
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders of such Securities (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities will not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Securities of such Series, the Company may omit to comply with
and will 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 will not constitute a Default or an Event of Default
under Section 6.1 hereof, but, except as specified above, the remainder of
this Indenture and such Securities will be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the 


 


34

















 


satisfaction of the
conditions set forth in Section 8.4 hereof, Sections 6.1(d) or 6.1(g) hereof
will not constitute Events of Default.


 


Section 8.4             Conditions to Legal or Covenant
Defeasance.


 


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.2 or 8.3 hereof with respect to
Securities of any Series:


 


(a)           the Company
must irrevocably deposit with the Trustee for such Securities, in trust, for
the benefit of the Holders of such Securities, cash in Dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized investment bank,
appraisal firm, or firm of independent public accountants, to pay the principal
of, and premium, if any, and interest on, the outstanding Securities of such Series on
the stated date for payment thereof or on the applicable redemption date, as
the case may be, and the Company must specify whether such Securities are being
defeased to such stated date for payment or to a particular redemption date;


 


(b)           in the case of
an election under Section 8.2 hereof, the Company must deliver to the
Trustee for such Securities an Opinion of Counsel confirming that:


 


(1)           the Company has received from, or
there has been published by, the Internal Revenue Service a ruling; or


 


(2)           since the date of this Indenture,
there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of such Series will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;


 


(c)           in the case of an election under Section 8.3 hereof,
the Company must deliver to the Trustee for such Securities an Opinion of
Counsel confirming that the Holders of such Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred;


 


(d)           no Default or Event of Default with respect to such
Securities 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) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor of such Securities is a party or by which the Company
or any such Guarantor is bound;


 


(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 


 


35

















 


this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;


 


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


 


(g)           the Company must deliver to the Trustee for such
Securities an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


 


Section 8.5             Deposited Money and Government
Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.6 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in
respect of the outstanding Securities of any Series will be held in trust
and applied by the Trustee, in accordance with the provisions of such
Securities 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 Securities of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company will pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.4
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 Securities of the applicable Series.


 


Notwithstanding anything in this Article VIII
to the contrary, the Trustee will deliver or pay to the Company from time to
time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.4 hereof which, in the
opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.4
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.


 


Section 8.6             Repayment to Company.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, or premium, if any, or interest on, any Series of Securities and
remaining unclaimed for one year after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holders of such Securities will thereafter be permitted to look only to the
Company for payment thereof, and all liability of the 


 


36

















 


Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


Section 8.7             Reinstatement.


 


If, in connection with a Legal Defeasance or
Covenant Defeasance, the Trustee or Paying Agent is unable to apply any Dollars
or non-callable Government Securities in accordance with Section 8.5, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s and any applicable Guarantors’ obligations under this Indenture and
the applicable Securities and the guarantees will be revived and reinstated as though
no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.5; provided, however, that, if the Company makes
any payment of principal of or interest on any such Securities following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held
by the Trustee or Paying Agent.


 


ARTICLE IX.


AMENDMENTS AND WAIVERS


 


Section 9.1             Without Consent of Holders.


 


Notwithstanding Section 9.2 of this Indenture,
the Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any Securityholder:


 


(a)           to
cure any ambiguity, defect or inconsistency;


 


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


 


(c)           to
provide for the assumption of the Company’s obligations to the Holders of the
Securities by a successor to the Company pursuant to Article V hereof;


 


(d)           to
add any additional Events of Default with respect to all or any Series of
Securities outstanding hereunder;


 


(e)           to
secure the Securities pursuant to the requirements of any covenant on liens in
respect of such series of Securities or otherwise;


 


(f)            to
change or eliminate any of the provisions of this Indenture, or to add any new
provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such
change, elimination or addition (A) shall neither (i) 


 


37

















 


apply to any Security outstanding on the date of such indenture
supplemental hereto nor (ii) modify the rights of the Holder of any such
Security with respect to such provision in effect prior to the date of such
indenture supplemental hereto or (B) shall become effective only when no
Security of such series remains outstanding;


 


(g)           to
make any change that would provide any additional rights or benefits to the
Holders of Securities or that does not adversely affect the Holders’ rights
hereunder in any material respect;


 


(h)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;


 


(i)            to
provide for the issuance of and establish the form and terms and conditions of
Securities of any Series as permitted by this Indenture;


 


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


 


(k)           to
add an additional Guarantor or obligor under this Indenture; or


 


(l)            to conform any provision of this
Indenture, the Securities of any Series or any related guarantees or
security documents to the description of such Securities  contained in the Company’s prospectus,
prospectus supplement, offering memorandum or similar document with respect to
the offering of the Securities of such Series to the extent that such
description was intended to be a verbatim recitation of a provision in the
Indenture, such Securities or any related guarantees or security documents.


 


Upon the request of the Company and upon receipt by
the Trustee of the documents described in Section 12.4 hereof, the Trustee
will join with the Company in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make
any further appropriate agreements and stipulations that may be therein
contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.


 


Section 9.2             With Consent of Holders.


 


The Company and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series affected
by such supplemental indenture (including consents obtained in connection with
a tender offer or exchange offer for the Securities of such Series), 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 Securityholders of each such Series.
Except as provided in Section 6.4, the Holders of at least a majority in
principal amount of the outstanding Securities of each Series by notice to
the Trustee (including consents obtained in connection with a tender offer or
exchange offer for 


 


38

















 


the Securities of such
Series) may waive compliance by the Company with any provision of this
Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of the
Holders of Securities under this Section 9.2 to approve the particular
form of any proposed supplemental indenture or waiver, but it shall be
sufficient if such consent approves the substance thereof. Upon the request of
the Company and upon the filing with the Trustee of evidence satisfactory to
the Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 12.4 hereof,
the Trustee will join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.


 


After a supplemental indenture or waiver under this
section becomes effective, the Company shall promptly mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.


 


Section 9.3             Limitations.


 


Without the consent of each Securityholder affected,
an amendment, supplement or waiver may not (with respect to any Securities held
by a non-consenting Holder):


 


(a)           change
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver;


 


(b)           reduce
the rate of or extend the time for payment of interest (including default
interest) on any Security;


 


(c)           reduce
the principal or change the Stated Maturity of any Security or reduce the
amount of, or postpone the date fixed for, the payment of any sinking fund or
analogous obligation;


 


(d)           reduce
the principal amount of Discount Securities payable upon acceleration of the
maturity thereof;


 


(e)           waive
a Default or Event of Default in the payment of the principal of or interest,
if any, on any Security (except a rescission of acceleration of the Securities
of any Series by the Holders of at least a majority in principal amount of
the outstanding Securities of such Series and a waiver of the payment
default that resulted from such acceleration);


 


(f)            make
the principal of or interest, if any, on any Security payable in any currency
other than that stated in the Security;


 


39

















 


(g)           make
any change in Sections 6.4, 6.7 or 9.3; or


 


(h)           waive
a redemption payment with respect to any Security.


 


Section 9.4             Compliance with Trust Indenture
Act.


 


Every amendment or supplement to this Indenture or
the Securities of one or more Series shall be set forth in an amended or
supplemental indenture that complies with the TIA as then in effect.


 


Section 9.5             Revocation and Effect of
Consents.


 


(a)           Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder subject to Section 9.5(d) may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date the amendment, supplement or waiver becomes
effective.


 


(b)           An amendment, supplement or waiver effective in accordance
with its terms will thereafter bind every Holder.


 


(c)           For purposes of this Indenture, the consent of the Holder
of a Global Security shall be deemed to include any consent delivered by any
member of, or participant in, any Depository, any nominees thereof and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company (“Depository Entity”) by electronic means
in accordance with the Automated Tender Offer Procedures system or other
customary procedures of, and pursuant to authorization by, such Depository
Entity.


 


(d)           The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date. The Company shall inform the Trustee of the fixed
record date, if applicable.


 


(e)           Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless
it is of the type described in any of clauses (a) through (h) of Section 9.3.
In that case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security.


 


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Section 9.6             Notation on or Exchange of
Securities.


 


The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Security of any Series thereafter
authenticated. The Company in exchange for Securities of that Series may
issue and the Trustee shall authenticate upon request new Securities of that Series that
reflect the amendment or waiver.


 


Section 9.7             Trustee Protected.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 7.1) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.


 


ARTICLE X.


GUARANTEES


 


Section 10.1           Guarantees.


 


Any Series of Securities may be guaranteed by
one or more of the Guarantors. The terms and the form of any such guarantee
will be established in the manner contemplated by Section 2.2 for that
particular Series of Securities.


 


ARTICLE XI.


SATISFACTION AND DISCHARGE


 


Section 11.1           Satisfaction and Discharge.


 


This Indenture will be discharged and will cease to
be of further effect as to a Series of Securities issued hereunder, when:


 


(a)           either:


 


(i)            all
such Securities that have been authenticated, except lost, stolen or destroyed
Securities that have been replaced or paid and Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Company, have been delivered to the Trustee for cancellation; or


 


(ii)           all
such Securities that have not been delivered to the Trustee for cancellation
have become due and payable by reason of the mailing of a notice of redemption
or otherwise or will become due and payable within one year 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 of such Securities, cash in
Dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, without consideration of any reinvestment of
interest, to pay and discharge the entire indebtedness on such Securities not
delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption;


 


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(b)           no Default or Event of Default has occurred and is
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)
and the deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company or any Guarantor of
such Securities is a party or by which the Company or any such Guarantor is
bound;


 


(c)           the Company or any Guarantor of such Securities has paid
or caused to be paid all sums payable by it under this Indenture; and


 


(d)           the Company has delivered irrevocable instructions to the
Trustee for such Securities under this Indenture to apply the deposited money
toward the payment of such Securities at maturity or on the redemption date, as
the case may be.


 


In addition, the Company must deliver an
Officers’ Certificate and an Opinion of Counsel to the Trustee for such
Securities stating that all conditions precedent to satisfaction and discharge
have been satisfied, and all fees and expenses of the Trustee shall have been
paid.


 


Notwithstanding the satisfaction and discharge of
this Indenture, if money has been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section 11.1, the
provisions of Sections 11.2 and 8.6 hereof will survive. In addition, nothing
in this Section 11.1 will be deemed to discharge those provisions of Section 7.7
hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.


 


Section 11.2           Application of Trust Money.


 


Subject to the provisions of Section 8.6
hereof, all money or Government Securities deposited with the Trustee pursuant
to Section 11.1 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Securities with respect to with such
deposit was made and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as such
Trustee may determine, to the persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply
any money or Government Securities in accordance with Section 11.1 hereof
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any applicable Guarantor’s obligations
under this Indenture and the applicable Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.1
hereof; provided that if the Company has made any payment of principal of, or
premium, if any, or interest on, any Securities because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent.


 


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ARTICLE XII.


MISCELLANEOUS


 


Section 12.1           Trust Indenture Act Controls.


 


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


 


Section 12.2           Notices.


 


Any notice or communication by the Company or the
Trustee to the other, or by a Holder to the Company or the Trustee, is duly
given if in writing and (a) delivered in person, (b) mailed by
first-class mail or overnight mail, (c) sent by overnight air courier with
next Business Day delivery or (d) delivered electronically (in .pdf or
similar format) if, in case of electronic notices, receipt is confirmed:


 


if to the Company:


 


Dollar General
Corporation


100 Mission Ridge


Goodlettsville, Tennessee
37072


Telephone:
(615) 855-4000


Facsimile: (615) 855-5172


Attention:
Susan Lanigan


 


With
a copy to:


Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New
York, New York 10017


Facsimile
No.: (212) 455-2502


Attention:
Joseph H. Kauffman


 


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.


 


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.


 


All notices and communications (other than those
sent to Holders) will be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business


 


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Days after being deposited
in the mail, postage prepaid, if mailed; the next Business Day after timely
delivery to the courier, if sent by overnight air courier for next Business Day
delivery; and when receipt is confirmed, if delivered electronically.


 


Any notice or communication to a Securityholder
shall be mailed by first-class mail to his address shown on the register kept
by the Registrar and, if any Bearer Securities are outstanding, published in an
Authorized Newspaper, unless otherwise provided with respect to the applicable
Series. Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.


 


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


 


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


 


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


 


Where the Indenture provides for notice of any event
to a Holder of a Global Security, such notice shall be sufficiently given if
given to the Depository for such Global Security (or its designee), pursuant to
the applicable procedures of the Depository, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice.


 


Section 12.3           Communication by Holders with
Other Holders.


 


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


 


Section 12.4           Certificate and Opinion as to
Conditions Precedent.


 


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


 


(a)           an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


 


(b)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


 


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Section 12.5           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 Section 4.5 hereof and 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;


 


(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 has made such examination or
investigation as is necessary to enable him 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.


 


Section 12.6           Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for
action by or a meeting of Securityholders of one or more Series. Any Agent may
make reasonable rules and set reasonable requirements for its functions.


 


Section 12.7           Legal Holidays.


 


Unless otherwise provided by Board Resolution,
Officers’ Certificate or supplemental indenture hereto for a particular Series,
a “Legal Holiday” is any day that is not a Business Day. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.


 


Section 12.8           No Recourse Against Others.


 


No past, present or future director, officer,
stockholder or employee, as such, of the Company or any successor corporation
shall have any liability for any obligation of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the execution of this Indenture and the issue of the
Securities.


 


Section 12.9           Counterparts.


 


This Indenture may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


45

















 


Section 12.10         Governing Law; Waiver of Trial by
Jury.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW) WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE SECURITIES AND ANY GUARANTEES OF THE SECURITIES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS
CONTEMPLATED THEREBY.


 


Section 12.11         No Adverse Interpretation of Other
Agreements.


 


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


 


Section 12.12         Successors.


 


All agreements of the Company in this Indenture and
the Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.


 


Section 12.13         Severability.


 


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


 


Section 12.14         Table of Contents, Headings, Etc.


 


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


 


Section 12.15         Securities in a Foreign Currency.


 


Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular
action at the time outstanding and, at such time, there are outstanding
Securities of any Series which are denominated in a coin or currency other
than Dollars, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall
be that amount of Dollars that could be 


 


46

















 


obtained for such amount at
the Market Exchange Rate at such time. For purposes of this Section 12.15,
“Market Exchange Rate” shall mean the noon Dollar buying rate in New York City
for cable transfers of that currency as published by the Federal Reserve Bank
of New York. If such Market Exchange Rate is not available for any reason with
respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or more
major banks in The City of New York or in the country of issue of the currency
in question or such other quotations as the Trustee, upon consultation with the
Company, shall deem appropriate. The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a Series denominated
in currency other than Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative determination provided
for in the preceding paragraph shall be in its sole discretion and shall, in
the absence of manifest error, to the extent permitted by law, be conclusive
for all purposes and irrevocably binding upon the Company and all Holders.


 


ARTICLE XIII.


SINKING FUNDS


 


Section 13.1           Applicability of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein
referred to as a “mandatory sinking fund payment” and any other amount provided
for by the terms of Securities of such Series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any
Series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 13.2. Each sinking fund payment shall be applied to
the redemption of Securities of any Series as provided for by the terms of
the Securities of such Series.


 


Section 13.2           Satisfaction of Sinking Fund
Payments with Securities.


 


The Company may, in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of any Series to
be made pursuant to the terms of such Securities (a) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund
redemption) and (b) apply as a credit Securities of such Series to
which such sinking fund payment is applicable and which have been repurchased
by the Company or redeemed either at the election of the Company pursuant to
the terms of such Series of Securities (except pursuant to any mandatory
sinking fund) or through the application of permitted optional sinking fund
payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officers’
Certificate with respect thereto, not later than 15 days prior to 


 


47

















 


the date on which the
Trustee begins the process of selecting Securities for redemption, and shall be
credited for such purpose by the Trustee at the price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of
the delivery or credit of Securities in lieu of cash payments pursuant to this Section 13.2,
the principal amount of Securities of such Series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of
that Series purchased by the Company having an unpaid principal amount
equal to the cash payment required to be released to the Company.


 


Section 13.3           Redemption of Securities for
Sinking Fund.


 


Not less than 45 days (unless otherwise indicated in
the Board Resolution, supplemental indenture or Officers’ Certificate in
respect of a particular Series of Securities) prior to each sinking fund
payment date for any Series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that Series pursuant to the terms of
that Series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting of Securities of that Series pursuant to Section 13.2,
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and the Company shall thereupon be obligated to
pay the amount therein specified. Not less than 30 days (unless otherwise
indicated in the Board Resolution, Officers’ Certificate or supplemental
indenture in respect of a particular Series of Securities) before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.2
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.3. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.


 


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


 


 


	
   

  	
  DOLLAR
  GENERAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [       ]

  
	
   

  	
   

  	
  Title:

  	
  [     ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [TRUSTEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  [       ]

  
	
   

  	
   

  	
  Title:

  	
  [     ]

  



 


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