Exhibit 4.9



 






Exhibit 4.9




 






and




_____________,

Trustee




Indenture




Dated as of __________, 20__




 






SUBORDINATED DEBT SECURITIES

 







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	TABLE OF CONTENTS
	 	 	i	 
	 
	 	 	 	 
	ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	SECTION 101. DEFINITIONS
	 	 	1	 
	SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	7	 
	SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	8	 
	SECTION 104. ACTS OF HOLDERS; RECORD DATES
	 	 	8	 
	SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY
	 	 	10	 
	SECTION 106. NOTICES TO HOLDERS; WAIVER
	 	 	10	 
	SECTION 107. CONFLICT WITH TRUST INDENTURE ACT
	 	 	11	 
	SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	11	 
	SECTION 109. SUCCESSORS AND ASSIGNS
	 	 	11	 
	SECTION 110. SEPARABILITY CLAUSE
	 	 	11	 
	SECTION 111. BENEFITS OF INDENTURE
	 	 	11	 
	SECTION 112. GOVERNING LAW
	 	 	11	 
	SECTION 113. LEGAL HOLIDAYS
	 	 	11	 
	ARTICLE 2. SECURITY FORMS
	 	 	12	 
	SECTION 201. FORMS GENERALLY
	 	 	12	 
	SECTION 202. FORM OF FACE OF SECURITY
	 	 	12	 
	SECTION 203. FORM OF REVERSE OF SECURITY
	 	 	14	 
	SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES
	 	 	18	 
	SECTION 205. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	18	 
	ARTICLE 3. THE SECURITIES
	 	 	19	 
	SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	19	 
	SECTION 302. DENOMINATIONS
	 	 	22	 
	SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	22	 
	SECTION 304. TEMPORARY SECURITIES
	 	 	23	 
	SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	24	 
	SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES
	 	 	26	 
	SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	 	 	26	 






i









 






	 	 	 	 	 
	SECTION 308. PERSONS DEEMED OWNERS
	 	 	27	 
	SECTION 309. CANCELLATION
	 	 	28	 
	SECTION 310. COMPUTATION OF INTEREST
	 	 	28	 
	ARTICLE 4. SATISFACTION AND DISCHARGE
	 	 	28	 
	SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	28	 
	SECTION 402. APPLICATION OF TRUST MONEY
	 	 	29	 
	ARTICLE 5. REMEDIES
	 	 	29	 
	SECTION 501. EVENTS OF DEFAULT
	 	 	29	 
	SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	31	 
	SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT; TRUSTEE
	 	 	32	 
	SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	32	 
	SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
	 	 	33	 
	SECTION 506. APPLICATION OF MONEY COLLECTED
	 	 	33	 
	SECTION 507. LIMITATION ON SUITS
	 	 	33	 
	SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST
AND TO CONVERT
	 	 	34	 
	SECTION 509. RESTORATION OF RIGHTS AND REMEDIES
	 	 	34	 
	SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
	 	 	34	 
	SECTION 511. DELAY OR OMISSION NOT WAIVER
	 	 	34	 
	SECTION 512. CONTROL BY HOLDERS
	 	 	35	 
	SECTION 513. WAIVER OF PAST DEFAULTS
	 	 	35	 
	SECTION 514. UNDERTAKING FOR COSTS
	 	 	35	 
	ARTICLE 6. THE TRUSTEE
	 	 	36	 
	SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	36	 
	SECTION 602. NOTICE OF DEFAULTS
	 	 	37	 
	SECTION 603. CERTAIN RIGHTS OF TRUSTEE
	 	 	37	 
	SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	 	 	38	 
	SECTION 605. MAY HOLD SECURITIES
	 	 	38	 
	SECTION 606. MONEY HELD IN TRUST
	 	 	38	 
	SECTION 607. COMPENSATION AND REIMBURSEMENT
	 	 	39	 






ii









 






	 	 	 	 	 
	SECTION 608. CONFLICTING INTERESTS
	 	 	39	 
	SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	39	 
	SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	40	 
	SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	41	 
	SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	42	 
	SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	42	 
	SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT
	 	 	42	 
	ARTICLE 7. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	44	 
	SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS
	 	 	44	 
	SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	 	 	44	 
	SECTION 703. REPORTS BY TRUSTEE
	 	 	44	 
	ARTICLE 8. CONSOLIDATION, MERGER OR SALE OF ASSETS
	 	 	45	 
	SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY
	 	 	45	 
	SECTION 802. SUCCESSOR SUBSTITUTED
	 	 	45	 
	ARTICLE 9. SUPPLEMENTAL INDENTURES
	 	 	46	 
	SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	46	 
	SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	47	 
	SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	48	 
	SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	48	 
	SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT
	 	 	48	 
	SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE
	 	 	48	 
	SECTION 907. SUBORDINATION UNIMPAIRED
	 	 	49	 
	ARTICLE 10. COVENANTS
	 	 	49	 
	SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	 	 	49	 
	SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY
	 	 	49	 
	SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	 	 	49	 






iii









 






	 	 	 	 	 
	SECTION 1004. COMMISSION REPORTS
	 	 	50	 
	SECTION 1005. COMPLIANCE CERTIFICATE
	 	 	51	 
	SECTION 1006. STAY, EXTENSION AND USURY LAWS
	 	 	51	 
	SECTION 1007. CORPORATE EXISTENCE
	 	 	51	 
	SECTION 1008. WAIVER OF CERTAIN COVENANTS
	 	 	52	 
	SECTION 1009. TAXES
	 	 	52	 
	ARTICLE 11. REDEMPTION OF SECURITIES
	 	 	52	 
	SECTION 1101. APPLICABILITY OF ARTICLE
	 	 	52	 
	SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	52	 
	SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED
	 	 	52	 
	SECTION 1104. NOTICE OF REDEMPTION
	 	 	53	 
	SECTION 1105. DEPOSIT OF REDEMPTION PRICE
	 	 	54	 
	SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE
	 	 	54	 
	SECTION 1107. SECURITIES REDEEMED IN PART
	 	 	54	 
	ARTICLE 12. SINKING FUNDS
	 	 	55	 
	SECTION 1201. APPLICABILITY OF ARTICLE
	 	 	55	 
	SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	55	 
	SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	55	 
	ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE
	 	 	56	 
	SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO ELECT DEFEASANCE OR
COVENANT DEFEASANCE
	 	 	56	 
	SECTION 1302. DEFEASANCE AND DISCHARGE
	 	 	56	 
	SECTION 1303. COVENANT DEFEASANCE
	 	 	56	 
	SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE
	 	 	57	 
	SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
MISCELLANEOUS PROVISIONS
	 	 	59	 
	SECTION 1306. REINSTATEMENT
	 	 	60	 
	SECTION 1307. QUALIFYING TRUSTEE
	 	 	60	 
	ARTICLE 14. SUBORDINATION OF SECURITIES
	 	 	60	 
	SECTION 1401. DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS
	 	 	60	 






iv









 






	 	 	 	 	 
	SECTION 1402. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF
LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR
INDEBTEDNESS; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS
	 	 	63	 
	SECTION 1403. PAYMENT PERMITTED IF NO DEFAULT
	 	 	64	 
	SECTION 1404. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION
	 	 	64	 
	SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION
	 	 	64	 
	SECTION 1406. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS
	 	 	64	 
	SECTION 1407. ARTICLE APPLICABLE TO PAYING AGENTS
	 	 	64	 
	SECTION 1408. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR
HOLDERS OF SENIOR INDEBTEDNESS
	 	 	65	 
	ARTICLE 15. SUBORDINATED GUARANTEES
	 	 	65	 
	SECTION 1501. APPLICABILITY OF ARTICLE
	 	 	65	 
	SECTION 1502. GUARANTEE
	 	 	65	 
	SECTION 1503. GUARANTEE SUBORDINATED TO SENIOR DEBT OF THE GUARANTOR
	 	 	67	 
	SECTION 1504. THE GUARANTOR NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN
CIRCUMSTANCES
	 	 	68	 
	SECTION 1505. GUARANTEE SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT OF THE
GUARANTOR ON DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF THE
GUARANTOR
	 	 	70	 
	SECTION 1506. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT OF THE
GUARANTOR
	 	 	71	 
	SECTION 1507. OBLIGATIONS OF THE GUARANTOR UNCONDITIONAL
	 	 	72	 
	SECTION 1508. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE

	 	 	72	 
	SECTION 1509. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT
	 	 	73	 
	SECTION 1510. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE GUARANTOR
OR HOLDERS OF SENIOR DEBT OF THE GUARANTOR
	 	 	73	 
	SECTION 1511. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES
	 	 	73	 






v









 






	 	 	 	 	 
	SECTION 1512. RIGHT OF TRUSTEE TO HOLD SENIOR DEBT OF THE GUARANTOR
	 	 	74	 
	SECTION 1513. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT OF THE GUARANTOR
	 	 	74	 
	SECTION 1514. ARTICLE 15 NOT TO PREVENT EVENTS OF DEFAULT
	 	 	74	 
	SECTION 1515. EXECUTION AND DELIVERY OF GUARANTEE
	 	 	74	 






NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.




vi









 








     INDENTURE
dated as of ___, 20___ between ___, a corporation duly organized
and existing under the laws of the State of Delaware (herein sometimes called the “Company”), and
___, a corporation duly organized and existing under the laws of the State of
___, as Trustee (herein sometimes called the “Trustee”).



RECITALS OF THE COMPANY




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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     For and in consideration of the promises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:



ARTICLE 1.




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     SECTION 101. DEFINITIONS. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:



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



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



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



     (4) unless the context otherwise requires, any reference to an Article or a Section refers to
an Article or a Section, as the case may be, of this Indenture; and



 









 





     (5) the words herein, hereof, and hereunder and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision.



     “Act of Holder” has the meaning specified in Section 104.



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “Board Resolution” means (i) a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, or (ii) a certificate signed by the
authorized officer or officers of the Company to whom the Board of Directors of the Company has
delegated its authority, and in each case, delivered to the Trustee.



     “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



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



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



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



     “Corporate Trust Office” means the office of the Trustee or agent of the Trustee, in either
case, in the City of New York, at which at any particular time the corporate trust business of the
Trustee or such agent shall be principally administered.



2









 





     “Corporation” means a corporation, association, company, joint-stock company or business
trust.



     “Covenant Defeasance” has the meaning specified in Section 1303.



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



     “Defeasance” has the meaning specified in Section 1302.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.



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



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.



     “Existing Subordinated Indebtedness” means ___.



     “Expiration Date” means a date, designated in accordance with Section 104, by which Holders
must take an action contemplated by Section 104 for such action to be effective.



     “Foreign Government Obligation” has the meaning specified in Section 1304.



     “generally accepted accounting principles” or “GAAP” has the meaning specified in Section
101(3).



     “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated
by Section 301 for such Securities).



     “Guarantee” has the meaning specified in Section 1502.



     “Guarantor” means ___, a ___.



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



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term Indenture
shall also include the terms of particular series of Securities established as contemplated by
Section 301.



3









 





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



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



     “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.



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



     “Notice of Default” means a written notice of the kind specified in Section 501(4).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company,
and who shall be acceptable to the Trustee.



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



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



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



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



     (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and



     (4) Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the Trustee



4









 




proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed
to be Outstanding shall be the amount of the principal thereof which would be due and payable as of
such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 301, (C) the principal amount
of a Security denominated in one or more foreign currencies or currency units which shall be deemed
to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of such Security (or, in the case
of a Security described in Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.




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



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



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



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



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



5









 





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



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



     “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Office of the Trustee including any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust
officer, any senior trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the particular subject.



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



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



     “Security Registrar” shall mean the Person appointed to register Securities and transfers of
Securities in the Security Register, as contemplated by Section 305.



     “Security Register” has the meaning specified in Section 305.



     “Senior Indebtedness” means the principal of (and premium, if any) and interest (including,
without limitation, any post-petition interest) on any indebtedness, whether outstanding as of the
date hereof or thereafter created or incurred, which is for (a) money borrowed by the Company, (b)
obligations of the Company evidencing the purchase price for acquisitions by the Company or a
subsidiary other than in the ordinary course of business, (c) money borrowed by others and assumed
or guaranteed by the Company (d) capitalized lease obligations of the Company, (e) obligations
under performance guarantees, support agreements and other agreements in the nature thereof and (f)
renewals, extensions, refundings, amendments and modifications of any indebtedness, of the kind
described in the forgoing subclauses (a), (b), (c), (d) and (e) or of the instruments creating or
evidencing such indebtedness, unless, in each case, by the terms of the instrument creating or
evidencing such indebtedness or such renewal, extension, refunding, amendment and modification, if
it provided that such indebtedness is not senior in right of payment to the Securities.



     “Significant Subsidiary” means any direct or indirect Subsidiary of the Company that would be
a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date
hereof.



6









 





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



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



     “Subsidiary” means with respect to any Person, any corporation, association or other business
entity of which more than 50% of the outstanding voting stock is owned, directly or indirectly, by
such Person and one or more Subsidiaries of such Person (or combination thereof). Unless otherwise
specified, “Subsidiary” means a Subsidiary of the Company.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 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 or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, Trustee as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



     “U.S. Government Obligation” has the meaning specified in Section 1304.



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



     SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture
Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to
be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the Officers’ Certificate provided for in Section 1005 hereof)
shall include:



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



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



7









 





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



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



     SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.



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



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



     SECTION 104. ACTS OF HOLDERS; RECORD DATES. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the Act of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual



8









 




signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.




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



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



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section
512, in each case with respect to Securities of such series. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing



9









 




in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be cancelled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 106.




     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any date as the Expiration Date and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 106, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which sets such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



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



     SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,



     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at
___, or at any other address previously furnished in writing to the Company and the
Holders by the Trustee, or



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



     SECTION 106. NOTICES TO HOLDERS; WAIVER. Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder



10









 




affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.




     In case, by reason of the suspension of regular mail service or by reason of any other 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.



     SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part
of and govern this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.



     SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



     SECTION 109. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.



     SECTION 110. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 111. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



     SECTION 112. GOVERNING LAW. This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York, without regard to principles of
conflicts of laws.



     SECTION 113. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision
of any Security that specifically states that such provision shall apply in lieu of



11









 




this Section))
payment of interest or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided, that no interest shall accrue with respect to such payment for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.




ARTICLE 2.




SECURITY FORMS




     SECTION 201. FORMS GENERALLY. The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.



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



     SECTION 202. FORM OF FACE OF SECURITY.



     [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	No.
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	CUSIP	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





     ___, a corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___, or registered
assigns, the principal sum of ___ [Dollars] [if other than Dollars, substitute
other currency or currency units] on ___ [If the Security is to bear
interest prior to Maturity, insert —, and to pay interest
thereon from ___ or from
the most recent Interest Payment Date to which interest has been



12









 




paid or duly provided for,
[semi-annually on ______ and ______ in each year] [if other
than semi-annual interest at a fixed rate, insert frequency of payments and payment dates,]
commencing ______ at [If the Security is to bear interest at a fixed rate, insert —
the rate of ___% per annum] [if the Security is to bear interest at a rate determined with
reference to one or more formula, refer to description of index below], until the principal hereof
is paid or made available for payment.




     [If applicable, insert —, provided that any principal and premium, and any such installment
of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment, and such interest shall be payable on
demand.] Interest shall be computed on the basis of a 360-day year of twelve 30-day



     months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ______ or
______ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the Payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].



     [If the Securities are securities with respect to which the principal of or any premium or
interest may be determined with reference to one or more indices or formulas, insert the text of
such indices or formulas.]



     [If
the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand. [Any such interest on overdue principal or premium which is not paid on demand shall
bear interest at the rate of ___% per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue
interest shall be payable on demand.]]



     Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in ______ in such coin or currency [of the United States of America] [if the



13









 




Security is denominated in a currency other than U.S. dollars, specify other currency or currency
unit in which payment of the principal of any premium or interest may be made] as at the time of
payment is legal tender for payment of public and private debts [if applicable, insert —;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the Person entitled thereto as specified
in the Security Register.]




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Attest:	 	 	 	 






     SECTION 203. FORM OF REVERSE OF SECURITY. This Security is one of a duly authorized issue of
securities of the Company (herein called the Securities), issued and to be issued in one or more
series under an Indenture, dated as of ___,
______ (herein called the Indenture, which
term shall have the meaning assigned to it in such instrument), between the Company and
___, as Trustee (herein called the Trustee, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the securities are, and are
to be authenticated and delivered. This Security is one of the series designated on the face hereof
[if applicable, insert — limited in aggregate principal amount to $___]. [The
Securities are [unsecured general obligations of the Company.]]



     [If applicable, insert — The securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, [If applicable, insert —



     (1) on
______ in any year commencing with the year
______ and ending with the
year ______ through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and



14









 





     (2)] at any time [if applicable, insert — on or after ___, ___], as a whole or in
part, at the election of the Company, at the following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable, insert — on or before ___,
___% and if redeemed] during the 12-month period
beginning ______ of the years
indicated,



	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	Year	 	Redemption Price
	 
	 	 	 	 	 	 




and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case
of any such redemption [if applicable, insert — (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on
______ in any year commencing with the year
______ and ending with the year
______ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if applicable, insert —
on or after ___, as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning ______ of the years indicated,



	 	 	 	 	 
	 	 	Redemption Price for	 	Redemption Price for
	 	 	Redemption Through	 	Redemption Otherwise
	 	 	Operation of the	 	Than Through Operation
	Year	 	Sinking Fund	 	of the Sinking Fund
	 
	 	 	 	 




and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more




15









 







Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]




     [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
______ redeem any Securities of this series as contemplated by [if applicable, insert —
Clause (2) of the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than
___% per annum.]



     [If applicable, insert — The sinking fund for this series provides for the redemption on
______ in each year beginning with the year
______ and ending with the year
______ of [if applicable, insert —
not less than $______ (mandatory sinking fund) and
not more than] $______ aggregate principal amount of Securities of this series. Securities
of this series acquired or redeemed by the Company otherwise than through [if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] [sinking fund payments otherwise required to be made [if applicable, insert —, in the
inverse order in which they become due].]



     [If the Security is subject to redemption of any kind, insert — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [If
the Security is not subject to redemption of any kind, insert — This Security is not
redeemable prior to the Stated Maturity.]



     [Insert paragraph regarding subordination of the Security.]



     [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default
with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]



     [If the Security is convertible into securities of the Company, specify the conversion
features.]



     [If
the Security is not an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — [insert formula for determining the



16









 




amount.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]




     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one



17









 




or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.



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



     Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as
contemplated by Section 301 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the following form:



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED IN WHOLE OR IN PART
FOR A SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     SECTION 205. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificates of
authentication shall be in substantially the following form:



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



	 	 	 	 	 
	 	___, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



18









 






	 	 	 	 	 



ARTICLE 3.




THE SECURITIES





     SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



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



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



     (2) 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 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to
Section 303, are deemed never to have been authenticated and delivered hereunder);



     (3) the Person to whom any interest on a Security of the series shall be payable, if other
than the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest;



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



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



     (6) the place or places where the principal of and any premium and interest on any Securities
of the series shall be payable;



     (7) the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or in part, at the
option of the Company;



     (8) the obligation, if any, of the Company to redeem or purchase any Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the
period or periods within which, the price or prices at which and the terms and conditions



19









 




upon
which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;




     (9) any provision for the conversion or exchange of Securities of the series, either at the
option of the Holder thereof or the Company, into or for another security or securities of the
Company, the security or securities into or for which, the period or periods within which, the
price or prices, including any adjustments thereto, at which and the other terms and conditions
upon which any Securities of the series shall be converted or exchanged, in whole or in part,
pursuant to such obligation;



     (10) whether the Guarantor shall guarantee the Securities on the terms set forth in Article
15;



     (11) the ranking of the obligations of the Guarantor under its Guarantee, if other than on
parity with all other unsecured, unsubordinated indebtedness of the Guarantor;



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



     (13) if the amount of principal of or any premium or interest on any Securities of the series
may be determined with reference to one or more indices or pursuant to a formula, the manner in
which such amounts shall be determined;



     (14) if other than the currency of the United States of America, the currency, currencies or
currency units in which the principal of or any premium or interest on any Securities of the series
shall be payable and the manner of determining the equivalent thereof in the currency of the United
States of America for any purpose, including for purposes of the definition of “Outstanding” in
Section 101;



     (15) if the principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or the Holder thereof, in one or more currencies or
currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined);



     (16) if other than the entire principal amount thereof, the portion of the principal amount of
any Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;



     (17) if the principal amount payable at the Stated Maturity of any Securities of the series
will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which
shall be deemed to be the principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be due and payable upon
any Maturity other than the Stated Maturity or which shall be deemed to



20









 




be Outstanding as of any
date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to
be the principal amount shall be determined);




     (18) if applicable, that the Securities of the series, in whole or any specified part, shall
be defeasible pursuant to Section 1302 or Section 1303 or both such Sections (or, if defeasible by
another method, such other method) and, if other than by an action pursuant to a Board Resolution,
the manner in which any election by the Corporation to defease such Securities shall be evidenced;



     (19) if and as applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in
addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for Securities registered, and
any transfer of such Global Security in whole or in part may be registered, in the name or names of
Persons other than the Depositary for such Global Security or a nominee thereof;



     (20) 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 502;



     (21) any addition to or change in the covenants set forth in Article 10 which applies to
Securities of the series;



     (22) if applicable, that the subordination provisions in Article 14 shall apply to the
Securities of the series or that any different subordination provisions, including different
definitions of the terms “Senior Indebtedness” or “Existing Subordinated Indebtedness,” shall apply
to Securities of the series; and



     (23) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at one time and, unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series.



     Unless otherwise provided with respect to the Securities of any series, at the option of the
Company, interest on the Securities of any series that bears interest may be paid by mailing a
check to the address of the person entitled thereto as such address shall appear in the Security
Register.



21









 





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



     SECTION 302. DENOMINATIONS. The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.



     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its
President, one of its Vice Presidents or an Assistant Treasurer, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.



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



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



     (1) if the form of such Securities has been established by or pursuant to Board Resolution as
permitted by Section 201, that such form has been established in conformity with the provisions of
this Indenture;



     (2) if the terms of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 301, that such terms have been established in conformity with the
provisions of this Indenture; and



     (3) that such Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles and, if applicable, to provisions of law which



22









 




may require that a judgment for
money damages rendered by a court in the United States be expressed in United States dollars.




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



     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein, executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.



     Reference is made to Section 1515 concerning execution and delivery of the Guarantees.



     SECTION 304. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations



23









 




and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor.




     SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The Company shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such
office or in any other office or agency of the Company in a Place of Payment being herein sometimes
referred to as the ”Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed Security Registrar for the purpose of registering
Securities and transfers of Securities as herein provided.



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



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



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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.



     If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Company shall not be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the transfer or exchange of any



24









 




Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.




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



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



     (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this
purpose as contemplated by Section 301.



     (3) Subject to the provisions of Clause (2) above, the rights of holders of such Global
Securities shall be exercised only through the Depositary and shall be limited to those established
by law and agreements between such holders and the Depositary and or the Depositary participants.
The initial Depositary will make book-entry transfers among the Depositary participants and receive
and transmit distributions of principal and interest on the Global Securities to such Depositary
participants.



     The Depositary may be treated by the Company and the Trustee, and any of their respective
agents, employees, officers and directors, as the absolute owner of the Global Securities for all
purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Company and the Trustee, or any of their respective agents, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or shall impair the
operation of customary practices governing the exercise of the rights of a holder of
any Global Security. Subject to the foregoing provisions of this Section, any holder may grant
proxies and otherwise authorize any person to take any action which a holder is entitled to take
under this Indenture or the Global Securities.



     (4) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be
made in whole or in part, and all Securities issued in exchange for a Global Security or any
portion thereof shall be registered in such names as the Depositary for such Global Security shall
direct.



     (5) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the



25









 




form of, and shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.




     (6) None of the Company, the Trustee nor any agent of the Company or the Trustee 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 maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.



     SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver 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 (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to 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 the Trustee shall authenticate and deliver, 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.



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



     SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest.



26









 





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



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



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



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a 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 as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not



27









 




such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.




     SECTION 309. CANCELLATION.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedure, unless otherwise directed by a Company
Order.



     SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



ARTICLE 4.




SATISFACTION AND DISCHARGE




     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon Company
Request cease to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when



     (1) either




     (a) all Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been delivered to the Trustee
for cancellation; or




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




     (i) have become due and payable, or



28









 






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




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




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



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



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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Company to any Authenticating
Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (b) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.



     SECTION 402. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal and any premium and interest for whose payment
such money has been deposited with the Trustee.



ARTICLE 5.




REMEDIES




     SECTION 501. EVENTS OF DEFAULT. Event of Default, wherever used herein with respect to
Securities of any series, means any of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by



29









 




operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):




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



     (2) default in the payment of the principal of or any premium on any Security of that series
when due, whether at its Maturity, upon acceleration or otherwise; or



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



     (4) default in the performance, or breach, of any covenant, agreement or warranty of the
Company or the Guarantor for the benefit of the Holders of the Security in this Indenture (other
than a covenant, agreement or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Company or the Guarantor by the Trustee or to the Company or the Guarantor and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a Notice of Default hereunder; or



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



     (6) the commencement by the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under any applicable Federal or
State law, or the consent by it to the filing of such petition or to the



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appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or




     (7) a Guarantee of the Security of that series (other than in accordance with the terms of the
Guarantee) shall be held in any judicial proceeding to be unenforceable or invalid.



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



     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default
(other than an Event of Default specified in Section 501(5) or 501(6)) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and payable. If an Event
of Default specified in Section 501(5) or 501(6) with respect to Securities of any series at the
time Outstanding occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.



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



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




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




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




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




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



31









 





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



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



     SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT; TRUSTEE. The Company
covenants that if:



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



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



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.



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



     SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 607.



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     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.



     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. All rights of
action and claims under this Indenture or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.



     SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:



     First, to the payment of all amounts due the Trustee under Section 607; and



     Second, subject to Article 14, to the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and any premium and interest,
respectively.



     Third, to the Company or any other Person or Persons entitled thereto.



     SECTION 507. LIMITATION ON SUITS.



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



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



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



33









 





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



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



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


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such Holders.




     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO
CONVERT. Notwithstanding any other provision in this Indenture, the Holder of any Security shall
have the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to convert
such Security in accordance with the provisions in the form of Security of any particular series
pursuant to Section 301(9) and to institute suit for the enforcement of any such
payment and right to convert, and such rights shall not be impaired without the consent of
such Holder.



     SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.



     SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any



34









 




Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.




     SECTION 512. CONTROL BY HOLDERS. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided that:



     (1) such direction shall not be in conflict with any rule of law or with this Indenture;




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



     (3) subject to the provisions of Section 601, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability.



     SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default:



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



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



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



     SECTION 514. UNDERTAKING FOR COSTS. In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company.



35









 





ARTICLE 6.




THE TRUSTEE




     SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default to the actual knowledge of a Responsible Officer of the
Trustee has occurred, has not been waived and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.



     No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent actions, its own negligent failure to act or its own willful misconduct, except
that:



     (1) prior to the occurrence of an Event of Default and after the curing or waiving of all such
Events of Default which may have occurred;




     (a) the duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and




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



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



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


None of the provisions contained in this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur personal financial liability in the performance of any of its duties





36









 







or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.




     This Section is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture
Act.



     SECTION 602. NOTICE OF DEFAULTS. If a 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 give the Holders of the Securities of such series, notice of such default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such
default. Except in the case of a default in payment of principal of, premium on 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 the Holders of Securities of that series. For purposes of this
Section, the term default means any event that is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.



     SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of Section 601:



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



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



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



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



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



37









 





     (6) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent order, bond, debenture, note, 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, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost and expense of the Company;



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



     (8) in the event the Trustee is also acting as Paying Agent, Authenticating Agent or Security
Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Indenture
shall also be afforded to such Paying Agent, Authenticating Agent or Security Registrar;



     (9) the Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives
written notice of such event from the Company or from Holders of Securities of any series so
affected evidencing no less than 51% of the aggregate outstanding principal amount of Securities of
such series; and



     (10) without prejudice to any other rights available to the Trustee under applicable law, when
the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 501(5) or Section 501(6), such expenses (including the fees and expenses of its counsel)
and the compensation for such services are intended to constitute expenses of administration under
any bankruptcy or insolvency law.



     SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Securities or the proceeds
thereof.



     SECTION 605. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.



     SECTION 606. MONEY HELD IN TRUST. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The



38









 




Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.




     SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees:



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



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



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



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders of particular
Securities.



     SECTION 608. CONFLICTING INTERESTS. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall
not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.



     SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Trustee
hereunder, which may be Trustee hereunder for Securities of one or more other series. Each Trustee
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the City
of New York. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.



39









 





     SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. No resignation or removal of
the Trustee and no appointment of a successor. Trustee pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611.



     The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



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



     If at any time:



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



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



     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;


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




     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by act of the



40









 




Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




     The Company shall give notice of each resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its corporate trust office.



     SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture



41









 




the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates.




     Upon request of any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the case may be.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article. No trustee hereunder shall
be liable for the acts or omissions of any successor Trustee.



     SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.



     SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor).



     SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating



42









 




Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.




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



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:



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



	 	 	 	 	 
	 	___, as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 



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	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 



ARTICLE 7.




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will
furnish or cause to be furnished to the Trustee,



     (1) semi-annually, not later than June 30 and December 31 in each year, a list in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each
series as of the preceding June 30 or December 31 as the case may be; and



     (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




     SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



     SECTION 703. REPORTS BY TRUSTEE. The Trustee shall transmit to the Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.



     Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than ___ in each calendar year, commencing in ___.



44









 





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



ARTICLE 8.




CONSOLIDATION, MERGER OR SALE OF ASSETS




     SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY.The Company shall not
consolidate with or merge into any other Person or sell, assign, convey or transfer or otherwise
dispose of all or substantially all of its properties and assets to any Person, unless:




     (a) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and assets of the Company
shall be a Person organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia, and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest on all the Notes and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;




     (b) immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and




     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation, merger, conveyance or transfer and such
supplemental indenture comply with paragraphs (a) and (b) of this section 801 and that all
conditions precedent herein provided for relating to such transaction have been complied
with.



     SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation of the Company with, or merger of
the Company into, any other Person or any conveyance or transfer of all or substantially all of the
properties and assets of the Company in accordance with Section 801, the successor Person formed by
such consolidation or into which the Company is merged or to which such conveyance or transfer is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein, and thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.



45









 





ARTICLE 9.




SUPPLEMENTAL INDENTURES




     SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by a Board Resolution, the
Guarantor, if any, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:



     (1) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities or the Guarantees, if any;



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company;



     (3) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events of Default are expressly being
included solely for the benefit of such series);



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



     (5) to add to, change or eliminate any of the provisions of this Indenture in respect to one
or more series of Securities, provided that any such addition, change or elimination (A) shall
neither (i) apply to any Security or series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of
any such Security with respect to such provision or (B) shall become effective only when there is
no such Security Outstanding;



     (6) to secure the Securities;



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



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



46









 





     (9) subject to Section 907, to add to, change or eliminate any of the provisions of Article 14
or change the definition of Senior Indebtedness in respect of one or more series of Securities,
including Outstanding Securities;



     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such action pursuant to
this Clause (10) shall not adversely affect the interests of the Holders of Securities of any
series in any material respect;



     (11) to make provisions with respect to the conversion rights of Holders, including providing
for the conversion of the Securities into any security or securities of the Company; or



     (12) to provide for Guarantees of the Securities of any series and/or to specify the ranking
of the obligations of the Guarantor under its Guarantee.



     SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent of the
Holders of not less than a majority in principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, the Guarantor, if applicable,
authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture, or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:



     (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon
(including any change in the index, indices or formula pursuant to which such rate is determined
that would reduce such rate for any period) or any premium payable upon the redemption thereof,
change the right to convert any Security in accordance with the provisions in the form of such
Security pursuant to Section 301(9) hereof, or reduce the amount of the principal of an Original
Issue Discount Security or any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where,
or the coin or currency in which, any Security or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or any such right
to convert, or modify the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders, or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of



47









 




this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or




     (3) modify any of the provisions of this Section, Section 513 or Section 1008, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to the Trustee and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of
Sections 611 and 901(8), or



     (4) release the Guarantor from its obligations under its Guarantee (other than in accordance
with the terms thereof) without the consent of the Holder of each Security so affected.



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



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



     SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.



     SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



     SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



     SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE. Securities of any series
authenticated and delivered after the execution of any supplemental



48









 




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




     SECTION 907. SUBORDINATION UNIMPAIRED. No provision in any supplemental indenture that
affects the superior position of holders of Senior Indebtedness shall be effective against holders
of Senior Indebtedness.



ARTICLE 10.




COVENANTS




     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees
for the benefit of the Holders of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities in accordance with the terms of such Securities and
this Indenture.



     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.



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



     SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the Company shall at any
time act as its own Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming



49









 




due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.




     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.



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



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



     SECTION 1004. COMMISSION REPORTS. The Company shall deliver to the Trustee, within 15 days
after it files them with the Commission, copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) which the Company is required to file



50









 




with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other
provisions of Section 314(a) of the Trust Indenture Act.




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



     SECTION 1005. COMPLIANCE CERTIFICATE.



     (1) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company, 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 officers signing the Officers’ Certificate, 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 Officers’ Certificate, that to the best of his
knowledge the Company has kept, observed, performed and fulfilled each and every covenant (without
regard to periods of grace or notice requirements) contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and conditions hereof (or,
if a Event of Default shall have occurred, describing all such Events of Default of which he may
have knowledge).



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



     SECTION 1006. STAY, EXTENSION AND USURY LAWS. The Company covenants (to the extent that it
may lawfully do so) that it 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, which may affect the covenants or the performance of this
Indenture or the Securities; and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law has been enacted.



     SECTION 1007. CORPORATE EXISTENCE. Subject to Article 8, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and
the corporate, partnership or other existence of each Significant Subsidiary in accordance with the
respective organizational documents of each Significant Subsidiary and the rights (charter and
statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any Significant Subsidiary, if the Board of
Directors shall determine that the preservation thereof is



51









 




no longer desirable in the conduct of
the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders.




     SECTION
1008. WAIVER OF CERTAIN COVENANTS. Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section
301(19), 901(2) or 901(7) for the benefit of the Holders of such series, if before the time for
such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



     SECTION 1009. TAXES. The Company shall, and shall cause each of its Significant Subsidiaries
to, pay prior to delinquency all taxes, assessments and governmental levies, except as contested in
good faith and by appropriate proceedings.



ARTICLE 11.




REDEMPTION OF SECURITIES




     SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with this Article.



     SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such redemption affecting only
a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of
the Company which is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition.



     SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption affects only a single



52









 




Security), the
particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of 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. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.




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



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



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



     SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the Security Register.



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof,



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



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



     (5) the place or places where each such Security is to be surrendered for payment of the
Redemption Price, and



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



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



     SECTION 1105. DEPOSIT OF REDEMPTION PRICE. Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.



     SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.



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



     SECTION 1107. SECURITIES REDEEMED IN PART. Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series and
of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.



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ARTICLE 12.




SINKING FUNDS




     SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.



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



     SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (1) may
deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the
Securities to be so credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.



     SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each
sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities
pursuant to the terms of such Securities, 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 Securities pursuant to Section 1202 and stating the basis for such credit and that such
Securities have not been previously so credited and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.



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ARTICLE 13.




DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO ELECT DEFEASANCE OR COVENANT
DEFEASANCE. Unless otherwise provided pursuant to Section 301, this Article 13 shall be applicable
to the Securities of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either Section 1302 (if
applicable) or Section 1303 (if applicable) be applied to the Outstanding Securities of such series
upon compliance with the conditions set forth below in this Article 13.



     SECTION 1302. DEFEASANCE AND DISCHARGE. Upon the Company’s exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the provisions of Article
14 shall cease to be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and to have satisfied
all its other obligations under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until otherwise terminated or
discharged hereunder; (1) the rights of Holders of such Securities to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities when payments are due,
(2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4)
this Article. Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior exercise of its
option (if any) to have Section 1303 applied to such Securities.



     SECTION 1303. COVENANT DEFEASANCE. Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Sections 801 and any other Sections or
covenants applicable to such Securities that are determined pursuant to Section 301 to be subject
to this provision, and any covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the
benefit of the Holders of such Securities; (2) the occurrence of any event specified in Section
501(3) (with respect to Section 801 and any other Sections or covenants applicable to such
Securities that are determined pursuant to Section 301 to be subject to this provision, and any
such covenants provided pursuant to Sections 301(19), 901(2) or 901(7)) and 501(7) shall be deemed
not to be or result in an Event of Default; and (3) the provisions of Article 14 shall cease to be
effective, in each case with respect to such Securities as provided in this Section on and after
the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such “Covenant Defeasance” means that, with respect to such Securities, the
Company may omit to comply with and shall



56









 




have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified in the case of
Section 501(3) or Article 14), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such Section or Article
to any other provision herein or in any other document, but the remainder of this Indenture and
such Securities shall be unaffected thereby.




     SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the
conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be:



     (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee which satisfies the requirements contemplated by Section 609 and agrees to
comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (A) in the case of Securities of such
series denominated in U.S. dollars, (i) money in an amount, (ii) U.S. Government Obligations that
through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment, money in an amount,
or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities or on the applicable Redemption Date or Dates, in
accordance with the terms of this Indenture and such Securities. As used herein, U.S. “Government
Obligation” means (x) any security that is (i) a direct obligation of the United States of America
for the payment of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
or interest evidenced by such depositary receipt or (B) in the case of Securities of such series
denominated in a currency other than the U.S. dollar, (i) money in such currency in an amount, or
(ii) Foreign Government Obligations that through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, money in such currency in an
amount, or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any



57









 




such other qualifying trustee) to pay and discharge, the principal of and any premium and interest
on the Securities of such series on the respective Stated Maturities or on the applicable
Redemption Date or Dates, in accordance with the terms of this Indenture and the Securities of such
series. As used herein, “Foreign Government Obligation” means (x) any security that is (i) a direct
obligation of the government that issued such currency for the payment of which full faith and
credit of such government is pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality for such government the payment of which is
unconditionally guaranteed as a full faith and credit obligation by such government, which, in
either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y)
any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any Foreign Government Obligation which is specified in clause (x) and
held by such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any such Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Foreign Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.




     (2) In the event of an election to have Section 1302 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance
and discharge were not to occur.



     (3) In the event of an election to have Section 1303 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur.



     (4) The Company shall have delivered to the Trustee an Officer’s Certificate to the effect
that neither such Securities nor any other Securities of the same series, if then listed on any
securities exchange, will be delisted as a result of such deposit.



     (5) No event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 501(5) and (6) at any time



58









 




on or
prior to the 90th day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).




     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).



     (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a party or by
which it is bound.



     (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act unless
such trust shall be registered under such Act or exempt from registration thereunder.



     (9) At the time of such deposit, (A) no default in the payment of any principal of or premium
or interest on any Senior Indebtedness shall have occurred and be continuing, (B) no event of
default with respect to any Senior Indebtedness shall have resulted in such Senior Indebtedness
becoming, and continuing to be, due and payable prior to the date on which it would otherwise have
become due and payable (unless payment of such Senior Indebtedness has been made or duly provided
for) and (C) no other event of default with respect to any Senior Indebtedness shall have occurred
and be continuing permitting (after notice or lapse of time or both) the holders of such Senior
Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and payable.



     (10) If the Securities are to be redeemed prior to the Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such redemption shall have been
duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have
been made.



     (11) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.



     SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
MISCELLANEOUS PROVISIONS. Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations or Foreign Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to collectively as
the Trustee) pursuant to Section 1304 in respect of any Securities shall 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 such Paying Agent (including the Company acting as its own
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



59









 




and any premium and interest, but money so held in
trust need not be segregated from other funds except to the extent required by law. Money, U.S.
Government Obligations and Foreign Government Obligations so held in trust shall not be subject to
the provisions of Article 14.




     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited
pursuant to Section 1304 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 Outstanding
Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations or
Foreign Government Obligations held by it as provided in Section 1304 with respect to any
Securities that, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of an amount
thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.



     SECTION 1306. REINSTATEMENT. If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to
Section 1305 with respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment from the money so held in
trust.



     SECTION 1307. QUALIFYING TRUSTEE. Any trustee appointed pursuant to Section 1304 hereof for
the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such
trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all
conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been
complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.



ARTICLE 14.




SUBORDINATION OF SECURITIES




     SECTION 1401. DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The Company covenants and
agrees that anything in this Indenture or the



60









 




Securities of any series to the contrary
notwithstanding, the indebtedness evidenced by the Securities of each series and any coupons
appurtenant thereto is subordinate and junior in right to payment to all Senior Indebtedness to the
extent provided herein, and each Holder of Securities of each series and coupons appurtenant
thereto, by such Holder’s acceptance thereof, likewise covenants and agrees to the subordination
herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to
be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective
of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.




     In the event that the Company shall default in the payment of any principal of (or premium, if
any) or interest on any Senior Indebtedness when the same become due and payable, whether at
maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then,
upon written notice of such default to the Company by the Holders of Senior Indebtedness or any
trustee therefor, unless and until such default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or
otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any)
or interest on any of the Securities, or in respect of any redemption, repayment, retirement,
purchase or other acquisition of any of the Securities.



     In the event of



     (1) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company, its creditors or its property,



     (2) any proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,



     (3) any assignment by the Company for the benefit of creditors, or



     (4) any other marshalling of the assets of the Company,


all Senior Indebtedness (including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the Securities or coupons
appurtenant thereto on account thereof. Any payment or distribution, whether in cash, securities
or other property (other than securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment the payment of which is subordinate, at least to the
extent provided in these subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in respect of the
Securities of any series or coupons appurtenant thereto shall be paid or delivered directly to the
Holders of Senior Indebtedness in accordance with the priorities then existing among such Holders
until all Senior Indebtedness (including any interest thereon accruing after the





61









 







commencement of
any such proceedings) shall have been paid in full. In the event of any such proceeding, after
payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the
Securities and coupons appurtenant thereto, together with the Holders of any obligations of the
Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of unpaid principal of (and
premium, if any) and interest on the Securities and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the Securities and such other
obligations.




     In the event that, notwithstanding the foregoing, any payment or distribution of any character
or any security, whether in cash, securities or other property (other than securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding with respect to the indebtedness evidenced by the Securities,
to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof such payment or dissolution or
security shall be received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full.
In the event of the failure of the Trustee or any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to
endorse or assign the same.



     No present or future holder of any Senior Indebtedness shall be prejudiced in the right to
enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act
on the part of the Company. Nothing contained herein shall impair, as between the Company and the
Holders of Securities of each series the obligation of the Company to pay to such Holders the
principal of (and premium, if any) and interest on such Securities and coupons appurtenant thereto
or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject
to the rights of the holders of the Senior Indebtedness to receive cash, securities or other
property otherwise payable or deliverable to the Holders.



     Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof
shall have received cash, securities or other property equal to the amount of such Senior
Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of
Securities of each series and coupons appurtenant thereto, if any, shall be subrogated to all
rights of any holders of Senior Indebtedness to receive any further payments or distributions
applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such
series and coupons appertaining thereto, if any, shall have been paid in full, and such payments or
distributions received by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall,
as between the Company and its creditors other than the holders of Senior



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Indebtedness, on the one
hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of
Senior Indebtedness, and not on account of the Securities of such series.




     The Trustee and Holders will take such action (including without limitation, the delivery of
this Indenture to an agent for the holders of Senior Indebtedness or consent to the filing of a
financing statement with respect hereto) as may, in the opinion of counsel designated by the
holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination effected by these
provisions.



     The provisions of this Section 1401 shall not impair any rights, interests, remedies or powers
of any secured creditor of the Company in respect of any security interest the creation of which is
not prohibited by the provisions of this Indenture.



     The securing of any obligations of the Company, otherwise ranking on a parity with the
Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations
from constituting, respectively, obligations ranking on a parity with the Securities or ranking
junior to the Securities.



     SECTION 1402. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING AGENT;
TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR INDEBTEDNESS; TRUSTEE NOT FIDUCIARY
TO HOLDERS OF SENIOR INDEBTEDNESS. Upon any payment or distribution of assets of the Company
referred to in this Article 14, the Trustee and the Holders shall be entitled to rely upon an order
or decree made by any court of competent jurisdiction in which such dissolution or winding up or
liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article 14. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the
Trustee shall be entitled to rely upon a written notice by a Person representing himself or herself
to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as
evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in good faith, that further evidence is
required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in any payments or
distributions pursuant to this Article 14, the Trustee may request such person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, as to the extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person under this Article 14,
and if such evidence is not furnished, the Trustee may offer any payment to such Person pending
judicial determination as to the right



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of such Person to receive payment. The Trustee, however,
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness.




     SECTION 1403. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this Article 14 or elsewhere
in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except
during the pendency of any dissolution, winding up, liquidation or reorganization proceedings
referred to in, or under the conditions described in Section 1401, from making payments of the
principal of (or premium, if any) or interest on the Securities or (b) the application by the
Trustee or any Paying Agent of any moneys deposited with it hereunder to payments of the principal
of or interest on the Securities, if, at the time of such deposit, the Trustee or such Paying
Agent, as the case may be, did not have the written notice provided for in Section 1404 of any
event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in
trust) by the Company with the Trustee or any Paying Agent (other than the Company) such payment
would not have been prohibited by the provisions of this Article, and the Trustee or any Paying
Agent shall not be affected by any notice to the contrary received by it on or after such date.



     SECTION 1404. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION. Anything in this Article 14 or
elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would prohibit the making of any
payment of money to or by the Trustee and shall be entitled conclusively to assume that no such
facts exist and that no event specified in Section 1401 has happened, until the Trustee shall have
received an Officers’ Certificate to that effect or notice in writing to that effect signed by or
on behalf of the holder or holders, or their representatives, of Senior Indebtedness who shall have
been certified by the Company or otherwise established to the reasonable satisfaction of the
Trustee to be such holder or holders or representatives or from any trustee under any indenture
pursuant to which such Senior Indebtedness shall be outstanding. The Company shall give prompt
written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment
of money to or by the Trustee or any Paying Agent.



     SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of Securities or coupons by such
Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to take such
action as may be necessary or appropriate to effectuate the subordination as between such Holder
and holders of Senior Indebtedness as provided in this Article and appoints the Trustee its
attorney-in-fact for any and all such purposes.



     SECTION 1406. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The Trustee shall be entitled
to all the rights set forth in this Article with respect to any Senior Indebtedness which may at
the time be held by it, to the same extent as any other holder of Senior Indebtedness; provided
that nothing in this Article shall deprive the Trustee of any rights as such holder and providing
further than nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.



     SECTION 1407. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then



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acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if the Paying Agent were named in this Article in addition to or in place
of the Trustee; provided, however, that Sections 1404 and 1406 shall not apply to the Company or
any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.




     SECTION 1408. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS OF
SENIOR INDEBTEDNESS. No right of any present or future holders of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with. The holders of Senior Indebtedness may, at any time or from time to
time and in their absolute discretion, change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is issued or by such it
may be secured, or release any security therefor, or exercise or refrain from exercising any other
of their rights under the Senior Indebtedness including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and
without affecting the obligations of the Company, the Trustee or the Holders of the Securities
under this Article.



ARTICLE 15.




SUBORDINATED GUARANTEES




     SECTION 1501. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable the
Guarantor for the Guarantee of Securities of a series.



     SECTION 1502. GUARANTEE. The Guarantor of a particular series of Securities hereby
unconditionally guarantees (each such guarantee to be referred to herein as a “Guarantee”), jointly
and severally with each other Guarantor of the Securities of that series, if any, to each Holder of
such Securities authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, such Securities or the obligations of the Company
hereunder or thereunder, (i) the due and punctual payment of the principal of and any premium or
interest on such Securities, whether at maturity or on an interest payment date, by acceleration,
pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue
principal of and interest, if any, on such Securities, if lawful, and all other obligations of the
Company to the Holders of such Securities or the Trustee hereunder or thereunder shall be promptly
paid in full, all in accordance with the terms hereof and thereof including all amounts payable to
the Trustee under Section 607 hereof, and (ii) in case of any extension of time of payment or
renewal of any such Securities or any of such other obligations, the same shall be promptly paid in
full when due or



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to be performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise.




     If the Company fails to make any payment when due of any amount so guaranteed for whatever
reason, the Guarantor of the Securities of that series shall be obligated, jointly and severally
with each other Guarantor, if any, to pay the same immediately. The Guarantor hereby agrees that
its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of the Securities, this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of
the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, the benefit of discussion, protest, notice and all demand
whatsoever and covenants that its Guarantee shall not be discharged except by complete performance
of the obligations contained in the Securities guaranteed by such Guarantee, in this Indenture and
in this Article 15. If any Holder of Securities of a series guaranteed hereby or the Trustee is
required by any court or otherwise to return to the Company or the Guarantor of such Securities, or
any custodian, trustee, liquidator or other similar official acting in relation to the Company or
the Guarantor, any amount paid by the Company or the Guarantor of such Securities to the Trustee or
such Holder, this Article 15, to the extent theretofore discharged with respect to any Guarantee of
such Securities, shall be reinstated in full force and effect. The Guarantor agrees that it shall
not be entitled to any right of subrogation in relation to the Holders of Securities of a series
guaranteed hereby by the Guarantor in respect of any obligations guaranteed hereby by such
Guarantee until payment in full of all such obligations. The Guarantor further agrees that, as
between the Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby
by the Guarantor and the Trustee on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 5 hereof for the purposes of such Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby and (ii) in the event of any acceleration of such obligations
as provided in Article 5 hereof such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor, jointly and severally with any other Guarantor of such
Securities, for the purpose of this Article 15. In addition, without limiting the foregoing, upon
the effectiveness of an
acceleration under Article 5, the Trustee may make a demand for payment on the Securities
under any Guarantee provided hereunder and not discharged.



     With respect to each Guarantee by the Guarantor, the Guarantor shall be subrogated to all
rights of the Holder of any Securities guaranteed hereby by such Guarantee against the Company in
respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of such
Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of and interest on all
such Securities shall have been paid in full.



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     The Guarantee set forth in this Section 1502 shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on such Security shall
have been signed by the Trustee or any duly appointed agent.



     The Guarantees provided in this Section 1502 shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on such Security shall
have been signed by the Trustee or any duly appointed agent.



     SECTION 1503. GUARANTEE SUBORDINATED TO SENIOR DEBT OF THE GUARANTOR. The Guarantor agrees, and
each Holder of the Securities by his acceptance thereof likewise agrees, that the payments pursuant
to the Guarantee by the Guarantor shall be subordinated in accordance with the following provisions
of this Article 15 to the prior payment in full of all Senior Debt of the Guarantor.



     “Senior Debt of the Guarantor” means the Principal of and interest on:



     (1) all indebtedness for money borrowed by the Guarantor or which is evidenced by a bond,
debenture, note or other similar instrument or agreement whether or not for money borrowed;



     (2) lease obligations of the Guarantor;



     (3) all indebtedness, secured or unsecured, in connection with the acquisition or improvement
of any property or asset or the acquisition of any business by the Guarantor;



     (4) all indebtedness secured by any mortgage, lien, pledge, charge or encumbrance upon
property owned by the Guarantor and all indebtedness secured in the manner specified in this clause
(4) even if the Guarantor has not assumed or become liable for the payment thereof;



     (5) all customer deposits held by the Guarantor in escrow accounts pending closing of the
related sales;



     (6) all indebtedness of the Guarantor created or arising under any conditional sale or other
title retention agreement with respect to property acquired by the Guarantor or otherwise
representing the deferred and unpaid balance of the purchase price of any such property,
including all indebtedness created or arising in the manner specified in this clause (6) even
though the rights and remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property;



     (7) guarantees by the Guarantor, direct or indirect, of any indebtedness of another Person of
the types referred to in clauses (1), (2), (3), (4), (5) or (6); and



     (8) contingent obligations of the Guarantor in respect of, or to purchase or otherwise acquire
or be responsible or liable for through the purchase of products or services, irrespective of
whether such products are delivered or such services are rendered, any such indebtedness referred
to in clauses (1), (2), (3), (4), (5) or (6),



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which indebtedness, lease obligation, deposit, guarantee or contingent obligation the Guarantor has
directly or indirectly created, incurred, assumed, guaranteed or otherwise become liable or
responsible for, whether currently outstanding or hereafter created. All references to
indebtedness include any renewals, extensions, refundings, amendments and modifications of any such
indebtedness issued in exchange for such indebtedness; provided, however, that Senior Debt of the
Guarantor shall not include, without limitation (i) a Guarantee, (ii) the guarantee by the
Guarantor of the Subordinated Notes, (iii) accounts payable or any other indebtedness to trade
creditors created or assumed by the Guarantor in the ordinary course of business in connection with
the obtaining of materials or services, (iv) any liability for federal, state or local taxes owed
or owing by the Guarantor and (v) any indebtedness as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided that such
indebtedness is on a parity with or otherwise not superior in right of payment to a Guarantee.




     This Article 15 shall constitute a continuing offer to all persons who, in reliance upon such
provisions, become holders of, or continue to hold, Senior Debt of the Guarantor, and such
provisions are made for the benefit of the holders of Senior Debt of the Guarantor, and such
holders are made obliges hereunder and any one or more of them may enforce such provisions.



     SECTION 1504. THE GUARANTOR NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN
CIRCUMSTANCES.



     (a) Upon the maturity of the principal of any Senior Debt of the Guarantor (other than payment
of sinking fund installments) by lapse of time, acceleration or otherwise, all principal thereof
and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a
manner satisfactory to the holders of such Senior Debt of the Guarantor, before any payment,
pursuant to the Guarantee, is made on account of the principal or interest on the Securities or to
acquire any of the Securities or on account of the mandatory redemption provisions in the
Securities (except mandatory redemption payments made in respect of Securities acquired by the
Guarantor before the maturity of such Senior Debt of the Guarantor).



     (b) Unless Section 1505 shall be applicable, upon (1) the occurrence of a Payment Default with
respect to Senior Debt of the Guarantor and receipt by the Guarantor and the
Trustee of written notice of such occurrence or (2) upon the acceleration of such
indebtedness, then no payment or distribution of any assets of the Guarantor of any kind or
character shall be made by the Guarantor or the Trustee on account of principal of (or premium, if
any) or interest on the Securities or on account of the purchase or redemption or other acquisition
of Securities, unless and until such Payment Default shall have been cured or waived in writing or
shall have ceased to exist or such Senior Debt of the Guarantor shall have been discharged, after
which the Guarantor shall resume making any and all required payments in respect of the Securities,
including any missed payments.



     (c) Unless Section 1505 shall be applicable, upon (1) the occurrence of a Non-Payment Default
and (2) receipt by the Trustee of written notice of such occurrence, then no payment or
distribution of any assets of the Guarantor of any kind or character shall be made by



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the Guarantor
or the Trustee on account of any principal of (or premium, if any) or interest on the Securities or
on account of the purchase or redemption or other acquisition of Securities, for a period (“Payment
Blockage Period”) commencing on the earlier of the date of receipt by the Trustee of such written
notice from the holder of Senior Debt of the Guarantor or of the Company, or any representative of
a holder of Senior Debt of the Guarantor or of the Company unless and until (subject to any
blockage of payment that may then be in effect under subsection (a) of this Section) the earlier of
(x) more than 120 days shall have elapsed since receipt of such written notice by the Guarantor or
the Trustee, whichever was earlier, (y) such Non-Payment Default shall have been cured or waived in
writing or shall have ceased to exist or such Senior Debt of the Guarantor or of the Company shall
have been discharged or (z) such Payment Blockage Period shall have been terminated by written
notice to the Guarantor or to the Company, as the case may be, or to the Trustee from the holders
of the Senior Debt of the Guarantor or of the Company or any representative of the holders of the
Senior Debt of the Guarantor or of the Company initiating such Payment Blockage Period, after
which, in the case of clause (x), (y) or (z), the Guarantor shall promptly resume making any and
all required payments in respect of the Securities, including any missed payments. In no event
shall a Payment Blockage Period extend beyond 120 days from the date of the receipt by the Trustee
of the notice referred to in clause (2) hereof (the “Initial Period”). Any number of additional
Payment Blockage Periods may be commenced during the Initial Period; provided, however, that no
such additional period shall extend beyond the Initial Period. After the expiration of the Initial
Period, no Payment Blockage Period may be commenced on the basis of a Non-Payment Default on the
Senior Debt which was the basis of a Payment Blockage Period commenced during the Initial Period
until at least 270 consecutive days have elapsed from the last day of the Initial Period. No
Non-Payment Default which existed or was continuing on the date of the commencement of any Payment
Blockage Period and of which the applicable Senior Debt holder(s) are aware shall be, or be made,
the basis for the commencement of a second Payment Blockage Period whether or not within a period
of 270 consecutive days unless such event of default shall have been cured or waived for a period
of not less than 90 consecutive days.




     (d) In the event that notwithstanding the provisions of this Section 1504 the Guarantor shall
make, pursuant to this Guarantee, any payment or distribution of any character to the Trustee on
account of the principal of or interest on the Securities, or on account of the mandatory
redemption provisions, after the happening of an event of default with respect to any Senior Debt
of the Guarantor based on a default in the payment of the principal or interest on
Senior Debt of the Guarantor, or after receipt by the Trustee of written notice as provided in
this Section 1504 of an Event of Default with respect to any Senior Debt of the Guarantor, or after
the acceleration of the Securities of any series pursuant to Section 501, then, but only if the
Trustee is in receipt of the notice specified in Section 1508, unless and until such default or
event of default shall have been cured or waived or shall have ceased to exist, or such
acceleration shall have been rescinded, such payment (subject to the provisions of Sections 1508
and 1509) shall be held by the Trustee in trust for the benefit of, and, if the Senior Debt of the
Guarantor shall have been declared immediately due and payable, shall be paid forthwith over and
delivered to, the holders of Senior Debt of the Guarantor (pro rata as to each of such holders on
the basis of the respective amounts of Senior Debt of the Guarantor held by them) or their
representative or the trustee under the indenture or other agreement (if any) pursuant to which
Senior Debt of the Guarantor may have been issued, as their respective interests may appear,



69









 




such
payments to be made in accordance with an Officers’ Certificate as provided in Section 102 (on
which the Trustee may conclusively rely) identifying all holders of Senior Debt of the Guarantor
and the principal amount of Senior Debt of the Guarantor then outstanding held by each and stating
the reasons why such Officers’ Certificate is being delivered to the Trustee, for application to
the payment of all Senior Debt of the Guarantor remaining unpaid to the extent necessary to pay all
Senior Debt of the Guarantor in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt of the Guarantor. In the
event of the failure of any Holder of a Security to endorse or assign any such payment or
distribution, each holder of Senior Debt of the Guarantor is hereby irrevocably authorized to
endorse or assign the same. The Guarantor shall give prompt notice to the Trustee of any default
under any Senior Debt of the Guarantor or under any agreement pursuant to which Senior Debt of the
Guarantor may have been issued, as required by Section 1003.




     SECTION 1505. GUARANTEE SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT OF THE GUARANTOR ON
DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF THE GUARANTOR. In the event of (i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or
other similar proceeding relating to the Guarantor, its creditors or its property, (ii) any case or
proceeding for the liquidation, dissolution or other winding-up of the Guarantor, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by
the Guarantor for the benefit of creditors, or (iv) any other marshalling of the assets of the
Guarantor:



     (a) the holders of all Senior Debt of the Guarantor shall first be entitled to receive payment
in full (or to have such payment duly provided for) of the principal and interest due thereon
(including any interest thereon accruing after commencement of any such proceeding) before the
Holders of the Securities are entitled to receive, pursuant to this Guarantee any payment or any
distribution, whether in cash, securities or other property, on account of the principal or
interest on the Securities;



     (b) any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than securities of the Guarantor as reorganized or readjusted
or securities of the Guarantor or any other company, trust or corporation provided for by a plan of
reorganization or readjustment, junior or the payment of which is otherwise
subordinate, at least to the extent provided in this Article, to the payment of all Senior
Debt of the Guarantor at the time outstanding and to the payment of all securities issued in
exchange therefor to the holders of the Senior Debt of the Guarantor at the time outstanding), to
which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would
be entitled, pursuant to this Guarantee except for the provisions of this Section 1505, including
any such payment or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Guarantor being subordinated to the payment of the Securities, shall
be paid by the liquidating trustee or agent or other person making such payment or distribution
directly to the holders of Senior Debt of the Guarantor or their representative(s), or to the
trustee under any indenture under which Senior Debt of the Guarantor may have been issued (pro rata
as to each such holder, representative or trustee on the basis of the respective amounts of unpaid
Senior Debt of the Guarantor held or represented by each), to the extent



70









 




necessary to make payment
in full of all Senior Debt of the Guarantor remaining unpaid after giving effect to any concurrent
payment or distribution or provision therefor to the holders of such Senior Debt of the Guarantor;
and




     (c) in the event that notwithstanding the foregoing provisions of this Section 1505, any
payment or distribution of assets of the Guarantor of any kind or character, whether in cash,
property or securities shall be received, pursuant to the Guarantee, by the Trustee or the Holders
of the Securities on account of principal or interest on the Securities before all Senior Debt of
the Guarantor is paid in full, or effective provisions made for its payment, such payment or
distribution (subject to the provisions of Sections 1508 and 1509) shall be received and held in
trust for and shall be paid over or delivered to the liquidating trustee, agent or other person
making such payment or distribution or to the holders of the Senior Debt of the Guarantor remaining
unpaid or unprovided for or their representative, or to the trustee under any indenture under which
Senior Debt of the Guarantor may have been issued (pro rata as provided in subsection (b) above),
for application to the payment of such Senior Debt of the Guarantor until all such Senior Debt of
the Guarantor shall have been paid in full, after giving effect to any concurrent payment or
distribution or provision therefor to the holders of such Senior Debt of the Guarantor.



     If the Guarantor effects a transaction permitted by Article 9, such transaction shall not be
deemed to be a dissolution, winding up, liquidation or reorganization of the Guarantor for purposes
of this Section.



     The Guarantor shall give prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Guarantor, assignment for the benefit of creditors by the
Guarantor or any other marshalling of assets of the Guarantor.



     SECTION 1506. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT OF THE GUARANTOR.
Subject to the payment in full of all Senior Debt of the Guarantor, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Debt of the Guarantor to receive
payments or distributions of assets of the Guarantor applicable to the Senior Debt of the Guarantor
until all amounts owing under the Guarantee shall be paid in full and for the purpose of such
subrogation no payments or distributions to the holders of Senior Debt of the Guarantor
by virtue of this Article 15 which otherwise would have been made to the Holders of the Securities,
shall, as between the Guarantor, its creditors other than holders of its Senior Debt of the
Guarantor and the Holders, be deemed to be a payment by the Guarantor to or on account of the
Senior Debt of the Guarantor, it being understood that the provisions of this Article 15 are solely
for the purpose of defining the relative rights of the holders of Senior Debt of the Guarantor on
the one hand and the Holders on the other hand.



     If any payment or distribution to which the Holders would otherwise have been entitled but for
the provisions of this Article shall have been applied, pursuant to the provisions of this Article,
to the payment of Senior Debt of the Guarantor, then and in such case, the Holders shall be
entitled to receive from the holders of such Senior Debt of the
Guarantor at the time outstanding
any payments or distributions received by such holders of such Senior Debt of the



71









 




Guarantor in
excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Debt
of the Guarantor in full.




     SECTION 1507. OBLIGATIONS OF THE GUARANTOR UNCONDITIONAL. Nothing contained in this Article 15 or
elsewhere in this Indenture or in any Security is intended to or shall impair, as between the
Guarantor and the Holders, the obligations of the Guarantor, which are absolute and unconditional,
to pay to the Holders the principal of and interest on, as and when the same shall become due and
payable in accordance with the provisions of this Guarantee or is intended to or shall affect the
relative rights of the Holders and creditors of the Guarantor other than the holders of the Senior
Debt of the Guarantor, nor shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon Default under this Indenture,
subject to the rights, if any, under this Article 15 of the holders of Senior Debt of the Guarantor
in respect of cash, property or securities of the Guarantor received upon the exercise of any such
remedy.



     Upon any distribution of assets of the Guarantor referred to in this Article 15, the Trustee,
subject to the provisions of Sections 601 and 602, and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other person making any distribution to the Trustee or to the
Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 15.



     SECTION 1508. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE. The
Trustee shall not at any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee, and the Trustee shall not be required to
withhold payment to the Holders of Securities as provided in Section 1504(d), unless and until the
Trustee shall have received written notice thereof at its Corporate Trust Office from the Guarantor
or from one or more holders of Senior Debt of the Guarantor or from any representative thereof or
trustee therefor identifying the specific sections of this Indenture involved and describing in
detail the facts that would obligate the Trustee to withhold payments
to Holders of Securities, as well as any other facts required by the next succeeding paragraph of
this Section 1508; and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Sections 601 and 602, shall be entitled to assume conclusively that no such facts
exist.



     The Trustee shall be entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Debt of the Guarantor (or a trustee on behalf of such
holder) to establish that such notice has been given by a holder of Senior Debt of the Guarantor or
a trustee on behalf of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a holder of Senior
Debt of the Guarantor to participate in any payment or distribution pursuant to this Article 15,
the Trustee may request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt of the Guarantor held by such person, the extent to



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which
such person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article 15, and if such evidence is not furnished
the Trustee may defer any payment to such person pending judicial determination as to the right of
such person to receive such payment.




     SECTION 1509. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT. Except as provided in Article
13, any deposit of monies by the Guarantor with the Trustee or any Paying Agent (whether or not in
trust) for the payment of the principal or interest on any Securities shall be subject to the
provisions of Sections 1503, 1504, 1505 and 1506 except that, if prior to the opening of business
on the date on which by the terms of this Indenture any such monies may become payable for any
purpose (including, without limitation, the payment, pursuant to this Guarantee, of either the
principal or the interest on any Security) the Trustee shall not have received with respect to such
monies the notice provided for in Section 1508, then the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which they were received
and shall not be affected by any notice to the contrary which may be received by it on or after
such date, without, however, limiting any rights that holders of Senior Debt of the Guarantor may
have to recover any such payments from the Holders in accordance with the provisions of this
Article.



     SECTION 1510. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE GUARANTOR OR HOLDERS
OF SENIOR DEBT OF THE GUARANTOR. No right of any present or future holders of any Senior Debt of
the Guarantor to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Guarantor or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by the Guarantor with
the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with. The holders of Senior Debt of the Guarantor may extend, renew, modify
or amend the terms of the Senior Debt of the Guarantor or any security therefor and release, sell
or exchange such security and otherwise deal freely with the Guarantor, all without affecting the
liabilities and obligations of the parties to this Indenture or the Holders.



     SECTION 1511. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES. Each Holder of
the Securities by his acceptance thereof authorizes and expressly directs the Trustee on his behalf
to take such action as may be necessary or appropriate to effectuate the subordination provided in
this Article 15 and appoints the Trustee his attorney-in-fact for such purpose, including, in the
event of any dissolution, winding up, liquidation or reorganization of the Guarantor (whether in
bankruptcy, insolvency or receivership proceedings, voluntary liquidation or upon assignment for
the benefit of creditors or otherwise) tending towards liquidation of the business and assets of
the Guarantor, the timely filing of a claim for the unpaid balance, pursuant to this Guarantee, of
its or his Securities in the form required in said proceedings and cause said claim to be approved.
If the Trustee does not file a proper claim or proof of debt in the form required in such
proceeding on or prior to 30 days before the expiration of the time to file such claim or claims,
then the holders of Senior Debt of the Guarantor have the right to file and are hereby authorized
to file an appropriate claim for and on behalf of the Holders of said Securities.



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     SECTION 1512. RIGHT OF TRUSTEE TO HOLD SENIOR DEBT OF THE GUARANTOR. The Trustee in its
individual capacity, shall be entitled to all of the rights set forth in this Article 15 in respect
of any Senior Debt of the Guarantor at any time held by it to the same extent as any other holder
of such Senior Debt of the Guarantor, and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.



     SECTION 1513. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT OF THE GUARANTOR. With respect to
the holders of Senior Debt of the Guarantor, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this Article 15, and no
implied covenants or obligations with respect to the holders of Senior Debt of the Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt of the Guarantor and the Trustee shall not be liable
to any holder of Senior Debt of the Guarantor if it shall pay over or deliver to Holders of
Securities, the Guarantor or any other person monies or assets to which any holder of Senior Debt
of the Guarantor shall be entitled by virtue of this Article 15 or otherwise.



     SECTION 1514. ARTICLE 15 NOT TO PREVENT EVENTS OF DEFAULT. The failure to make a payment on
account of principal or interest on the Securities of any series by reason of any provision in this
Article 15 shall not be construed as preventing the occurrence of an Event of Default under Section
501.



     SECTION 1515. EXECUTION AND DELIVERY OF GUARANTEE. To evidence a Guarantee set forth in this
Article 15, the Guarantor hereby agrees that the Guarantee Notation, substantially in the form of
Exhibit A hereto, shall be endorsed on each Security authenticated and delivered by the Trustee
that is guaranteed by such Guarantee and that this Indenture shall be executed on behalf of the
Guarantor by its Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents under a facsimile of its seal reproduced thereon.



     The Guarantor hereby agrees that its Guarantee shall remain in full force and effect
notwithstanding any failure to endorse the Guarantee Notation on each such Security.



     If an officer whose signature is on this Indenture or on the Securities guaranteed hereby no
longer holds that office at the time the Trustee authenticates the Security on which a notation of
the Guarantee is endorsed, such Guarantee shall be valid nevertheless.



     The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of each Guarantee thereof.



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



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



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	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[name]	 	 
	 

	 	 	 	[title]	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[name]	 	 
	 	 	[title]	 	 
	 
	 	 	 	 	 	 
	 	 	___________________, as Trustee	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[name]	 	 
	 

	 	 	 	[title]	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[name]	 	 
	 	 	[title]	 	 






75









 






EXHIBIT A




[FORM OF NOTATION OF SECURITY




RELATING TO GUARANTEE]




GUARANTEE




     [Name of Guarantor] (hereinafter referred to as the “Guarantor,” which term includes any
successor person under the Indenture (the “Indenture”) referred to in the Security upon which this
notation is endorsed) (the “Endorsed Security”), has unconditionally guaranteed (i) the due and
punctual payment of the principal of, premium, if any, and interest on the Endorsed Security and
all other Securities of the same series as the Endorsed Security (the “Guaranteed Securities”),
whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of, premium, if any, and interest, if any, on the Guaranteed Securities, to the
extent lawful, and the due and punctual performance of all other obligations of the Company to the
Holders of Guaranteed Securities or the Trustee all in accordance with the terms set forth in
Article 15 of the Indenture and (ii) in case of any extension of time of payment or renewal of any
Guaranteed Securities or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Indenture.



     The obligations of the Guarantor to the Holders of Guaranteed Securities and to the Trustee
pursuant to the Guarantee evidenced hereby and the Indenture are expressly set forth in Article 15
of the Indenture and reference is hereby made to such Indenture for the terms of such Guarantee.



     No stockholder, officer, director or incorporator, as such, past, present or future, of the
Guarantor shall have any personal liability under the Guarantee evidenced hereby by reason of his
or its status as such stockholder, officer, director or incorporator.



     The Guarantee evidenced hereby shall not be valid or obligatory for any purpose until the
certificate of authentication of the Guaranteed Securities shall have been executed by the Trustee
under the Indenture by the manual signature of one of its authorized officers.



	 	 	 	 	 	 	 
	 	 	Guarantor	 	 
	 
	 	 	 	 	 	 
	 	 	[SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By: